SELECT LIFE VARIABLE ACCOUNT
S-6/A, 1999-04-05
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1999
                                                     REGISTRATION NO. 333-69431


    
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


   
                         PRE-EFFECTIVE AMENDMENT NO. 1

                                       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



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



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
[ ] on (date) pursuant to paragraph (a) of Rule 485


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

Approximate date of Proposal Public Offering: As soon as practicable after the
Registration Statement becomes effective.

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


<PAGE>





                         SELECT*LIFE VARIABLE ACCOUNT


                             CROSS REFERENCE SHEET
                        (RECONCILIATION AND TIE SHEET)



   
 ITEM NUMBER OF
  FORM N-8B-2     HEADING IN THE PROSPECTUS
- ---------------   --------------------------------------------------
        1         Cover Page
        2         Cover Page
        3         Not Applicable
        4         Distribution of the Policies
        5         ReliaStar Life Insurance
                  Company and the Variable Account
        6         The Variable Account
        7         Not Applicable
        8         Not Applicable
        9         Not Applicable
       10         Summary; Death Benefit; Payment and Allocation
                  of Premiums; Death Benefit Guarantee;
                  Accumulation Value; Policy Lapse and
                  Reinstatement; Surrender Benefits; Additional
                  Information on the 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         Additional Information on the Investments of the
                  Variable Account
       13         Deductions and Charges
       14         The Policies; General Provisions; Distribution of
                  the Policies
       15         Payment and Allocation of Premiums; Additional
                  Information on the Investments of the Variable
                  Account
       16         Payment and Allocation of Premiums; Surrender
                  Benefits; Additional Information on the
                  Investments of the Variable Account
       17         Surrender Benefits; Policy Loans; Free Look and
                  Conversion Rights; General Provisions
       18         The Variable Account; Additional Information on
                  the Investments of the Variable Account; Payment
                  and Allocation of Premiums
       19         Voting Rights; General Provisions
       20         Not Applicable
       21         Policy Loans
    



                                       i


<PAGE>






   
 ITEM NUMBER OF
  FORM N-8B-2     HEADING IN THE PROSPECTUS
- ---------------   -------------------------------------------------
       22         Not Applicable
       23         Bonding Arrangements
       24         Definitions; General Provisions
       25         ReliaStar Life Insurance Company
       26         Not Applicable
       27         ReliaStar Life Insurance Company; Other
                  Contracts Issued by Us
       28         Management
       29         ReliaStar Life Insurance Company
       30         Not Applicable
       31         Not Applicable
       32         Not Applicable
       33         Not Applicable
       34         Not Applicable
       35         Not Applicable
       36         Not Applicable
       37         Not Applicable
       38         Distribution of the Policies
       39         Distribution of the Policies
       40         Distribution of the Policies
       41         Distribution of the Policies
       42         Management
       43         Not Applicable
       44         Additional Information on the Investments of the
                  Variable Account; Payment and Allocation of
                  Premiums; Deductions and Charges
       45         Not Applicable
       46         Additional Information on the Investments of the
                  Variable Account; Deductions and Charges
       47         Additional Information on the 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
    



                                       ii


<PAGE>






   
 ITEM NUMBER OF
  FORM N-8B-2     HEADING IN THE PROSPECTUS
- ---------------   -------------------------------------------------
       52         Additional Information on the Investments of the
                  Variable Account
       53         Federal Tax Matters
       54         Not Applicable
       55         Not Applicable
       56         Not Applicable
       57         Not Applicable
       58         Not Applicable
       59         Financial Statements
    



                                       iii


<PAGE>







                                [LOGO] RELIASTAR

                           20 Washington Avenue South
                         Minneapolis, Minnesota 55401


                         ---------------------------
   
                                 FLEXDESIGN VUL
    

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

   
     ReliaStar Life Insurance Company is offering the flexible premium variable
life insurance policy (FlexDesign VUL) described in this prospectus. ReliaStar
designed the Policy to provide (1) a death benefit payable when the insured
person dies; and (2) maximum flexibility regarding premium payments and death
benefits. Subject to certain restrictions, Policy owners may:
    

     o    vary the frequency and amount of premium payments;

     o    increase or decrease the level of death benefits payable under the
          Policy; and

     o    allocate premiums to:

          -- the Fixed Account, an account that provides a minimum specified
             rate of interest; and

          -- Sub-Accounts of Select*Life Variable Account, a variable account
             allowing you to invest in certain portfolios of the following
             Funds:

<TABLE>
<S>                                              <C>
The Alger American Fund                          Neuberger Berman Advisers Management Trust
Fidelity Variable Insurance Products Fund        Northstar Galaxy Trust
Fidelity Variable Insurance Products Fund II     OCC Accumulation Trust
Janus Aspen Series                               Putnam Variable Trust
</TABLE>

     If you allocate net premiums to Sub-Accounts of Select*Life Variable
Account, the amount of the Policy's death benefit may, and the total value
attributed to a Policy will, vary to reflect the investment performance of the
Sub-Accounts you select.

     The Policy's primary purpose is to provide insurance protection for the
beneficiary. ReliaStar does not claim that investing in the Policy is in any way
similar or comparable to a systematic investment plan of a mutual fund.

     Generally, the Policy will remain in force as long as the cash surrender
value (that is, the amount that ReliaStar would pay if you surrender the Policy)
is sufficient to pay certain monthly charges. However, under certain
circumstances the Policy provides a death benefit guarantee that allows the
Policy to remain in force without regard to the cash surrender value (See "Death
Benefit Guarantee").

     INTERESTS IN THE POLICIES AND SHARES OF THE FUNDS ARE NOT DEPOSITS OR
OBLIGATIONS OF OR GUARANTEED BY A BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

   
     Please read this prospectus carefully and keep it for future reference.
Call 1-800-456-6965 to obtain a current prospectus for any of the Funds. The
current prospectuses for the Funds must accompany this prospectus and should be
read in conjunction with this prospectus.

THE DATE OF THIS PROSPECTUS IS APRIL 30, 1999
    

                                       1


<PAGE>





                               TABLE OF CONTENTS
DEFINITIONS................................................................ 5

PART 1. SUMMARY

The Policy................................................................. 7
Free Look Rights........................................................... 8
Premium Payments........................................................... 8
The Variable Account....................................................... 8
The Fixed Account.......................................................... 8
The Funds.................................................................. 8
   
Charges Against the Accumulation Value.................................... 10
    
Charge Upon Lapse or Total Surrender of the Policy........................ 11
Surrenders................................................................ 11
Partial Withdrawals....................................................... 11
Loans..................................................................... 11
Transfers................................................................. 12
Death Benefit Overview.................................................... 12
Adjusting the Death Benefit............................................... 12
Death Benefit Guarantee................................................... 12
Lapse..................................................................... 12
Taxation of Death Benefit Proceeds........................................ 12
Taxation of the Policy.................................................... 13

PART 2. DETAILED INFORMATION

ReliaStar Life Insurance Company.......................................... 13
The Policies.............................................................. 13
Deductions and Charges.................................................... 13
Premium Expense Charge.................................................... 14
Monthly Deduction......................................................... 14
 Cost of Insurance........................................................ 14
 Monthly Administrative Charge............................................ 14
 Monthly Amount Charge.................................................... 14
   
 Monthly Mortality and Expense Risk Charge................................ 15
    
 Optional Insurance Benefit Charges....................................... 15
Surrender Charge.......................................................... 15
 General.................................................................. 15
 Montana Residents........................................................ 16
   
Partial Withdrawal and Transfer Charges................................... 16
Modification of Charges................................................... 16
Investment Advisory Fees and Other Fund Expenses.......................... 16
Fund Expenses............................................................. 17
    
The Variable Account...................................................... 19
Investments of the Variable Account....................................... 19
Performance Information................................................... 19
Death Benefit............................................................. 20
Death Benefit Qualification Tests......................................... 20
 Guideline Premium Test................................................... 20
 Cash Value Accumulation Test............................................. 21
Which Death Benefit Qualification Test to Choose.......................... 21
Death Benefit Options..................................................... 21
 Level Amount Option...................................................... 21
 Variable Amount Option................................................... 21
 Face Amount Plus Premium Amount Option................................... 21
   
Which Death Benefit Option to Choose...................................... 22
Requested Changes in Face Amount.......................................... 22
 Increases................................................................ 22
    
 Decreases................................................................ 22

                                       2


<PAGE>





   
 Effect of Requested Changes in Face Amount............................... 23
    
Insurance Protection...................................................... 23
Changing the Death Benefit Option......................................... 24
Accelerated Benefit Rider................................................. 24
   
Payment and Allocation of Premiums........................................ 25
Issuing the Policy........................................................ 25
    
 Coverage................................................................. 25
 Minimum Initial Premium.................................................. 25
   
 Temporary Insurance...................................................... 25
Allocating Premiums....................................................... 25
 Crediting Net Premiums................................................... 26
 Refunding Premiums....................................................... 26
    
Amount and Timing of Premiums............................................. 26
   
Planned Periodic Premiums................................................. 27
Paying Premiums by Mail................................................... 27
    
Death Benefit Guarantee................................................... 27
   
Requirements for the Death Benefit Guarantee.............................. 28
    
Accumulation Value........................................................ 28
   
Specialized Uses of the Policy............................................ 29
    
Policy Lapse and Reinstatement............................................ 29
 Lapse.................................................................... 29
   
 Reinstatement............................................................ 30
Surrender Benefits........................................................ 30
    
Total Surrender........................................................... 30
Partial Withdrawal........................................................ 30
 Effect of Partial Withdrawals............................................ 30
Transfers................................................................. 31
   
 Telephone/Fax Instructions............................................... 31
 Dollar Cost Averaging Service............................................ 32
    
 Portfolio Rebalancing Service............................................ 32
   
 Transfer Limits.......................................................... 33
 Transfer Charges......................................................... 33
    
Policy Loans.............................................................. 33
 General.................................................................. 33
   
 Immediate Effect of Policy Loans......................................... 33
 Effect on Investment Performance......................................... 34
    
 Effect on Policy Coverage................................................ 34
 Interest................................................................. 34
 Repayment of Loan Amount................................................. 34
   
 Tax Considerations....................................................... 35
 1035 Exchanges........................................................... 35
Free Look and Conversion Rights........................................... 35
 Free Look Rights......................................................... 35
    
 Conversion Rights........................................................ 35
  General Option.........................................................  35
   
  Connecticut............................................................  35
    
Additional Information on the Investments of the Variable Account......... 36
   
Investment Limits......................................................... 36
    
Addition, Deletion, or Substitution of Investments........................ 36
Voting Rights............................................................. 37
   
 Disregarding Voting Instructions......................................... 37
Paid-up Life Insurance Option............................................. 38
General Provisions........................................................ 38
    
Ownership................................................................. 38
Proceeds.................................................................. 38
Beneficiary............................................................... 38
Postponement of Payments.................................................. 38
   
Settlement Options........................................................ 39
    
 Interest on Settlement Options........................................... 39

                                       3


<PAGE>





Incontestability.......................................................... 39
   
Misstatement of Age and Sex............................................... 39
Suicide................................................................... 40
Termination............................................................... 40
    
Amendment................................................................. 40
Reports................................................................... 40
 Annual Statement......................................................... 40
 Projection Report........................................................ 40
 Other Reports............................................................ 40
   
Dividends................................................................. 40
Collateral Assignment..................................................... 40
Optional Insurance Benefits............................................... 41
 Accelerated Benefit Rider................................................ 41
 Accidental Death Benefit Rider........................................... 41
 Additional Insured Rider................................................. 41
 Waiver of Monthly Deduction Rider........................................ 41
 Children's Insurance Rider............................................... 41
 Cost of Living Increase Rider............................................ 41
 Extended Death Benefit Guarantee Rider................................... 41
    
 Term Insurance Rider..................................................... 41
 Waiver of Specified Premium Rider........................................ 41
   
Federal Tax Matters....................................................... 42
Introduction.............................................................. 42
Tax Status of the Policy.................................................. 42
    
Tax Treatment of Policy Benefits.......................................... 42
 In General............................................................... 42
 Modified Endowment Contracts............................................. 42
   
 Distributions from Modified Endowment Contracts.......................... 43
 Distributions from Policies That Are Not Modified Endowment Contracts.... 43
    
 Policy Loans............................................................. 43
 Multiple Policies........................................................ 43
Taxation of ReliaStar Life Insurance Company.............................. 43
Possible Changes in Taxation.............................................. 43
   
Other Considerations...................................................... 44
Legal Developments Regarding Employment-Related Benefit Plans............. 44
Preparing for Year 2000................................................... 44
    
Distribution of the Policies.............................................. 44
   
Management................................................................ 46
Executive Officers........................................................ 48
State Regulation.......................................................... 49
Montana Residents......................................................... 49
Legal Proceedings......................................................... 49
Bonding Arrangements...................................................... 49
Legal Matters............................................................. 49
Experts................................................................... 49
Registration Statement Contains Further Information....................... 50
Financial Statements...................................................... 50
    
Appendices............................................................... A-1

THE POLICY MAY NOT BE AVAILABLE IN ALL JURISDICTIONS. THIS PROSPECTUS
CONSTITUTES AN OFFERING OR SOLICITATION ONLY IN THOSE JURISDICTIONS WHERE SUCH
OFFERING OR SOLICITATION MAY LAWFULLY BE MADE.

RELIASTAR HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS REGARDING THE POLICY OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR THE ACCOMPANYING FUND PROSPECTUSES. DO NOT RELY ON ANY SUCH
INFORMATION OR REPRESENTATIONS.


                                       4


<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 28, 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.

   
DEATH BENEFIT.  The amount determined under the applicable Death Benefit
   Option. We will reduce the proceeds payable to the beneficiary upon the
   Insured's death by any Loan Amount and any unpaid Monthly Deductions. See
   "Death Benefit" at page 20.

DEATH BENEFIT GUARANTEE. A feature guaranteeing that the Policy will not lapse
   during the Death Benefit Guarantee Period specified in your Policy 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 27.

DEATH BENEFIT OPTION.  One of three death benefit options available under the
   Policy (the Level Amount Option, the Variable Amount Option, and the Face
   Amount Plus Premium Amount Option). See "Death Benefit -- Death Benefit
   Options" at page 21.

FACE AMOUNT.  The minimum Death Benefit under the Policy as long as the Policy
   remains in force except for Option C when withdrawals exceed premiums. See
   "Death Benefit" at page 20.

FIXED ACCOUNT.  ReliaStar Life Insurance Company's assets 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 based on
   amounts in the Fixed Account. Unlike the Variable Accumulation Value, the
   Fixed Accumulation Value will not reflect the investment performance of the
   Funds. See "Accumulation Value" at page 28 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. See
   "Summary" at page 7 and "Investments of the Variable Account" at page 19.

INITIAL PREMIUM TRANSFER DATE.  The Initial Premium Transfer Date shown on the
   Policy Data Page. It is generally 16 days after the print date of the
   Policy or if later the date we receive from you final material required to
   put the Policy in force. This may vary by state.
    

INSURED.  The person upon whose life we issue the Policy.

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

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

MINIMUM MONTHLY PREMIUM.  A monthly premium amount that we determine when we
   issue the Policy. Your Policy will specify this amount. See "Death Benefit
   Guarantee" at page 27.
    

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

   
MONTHLY DEDUCTION.  A monthly charge we deduct from the Accumulation Value of
   the Policy. See "Deductions and Charges -- Monthly Deduction" at page 14.
    

NET PREMIUM.  The premium you pay less a Premium Expense Charge.

                                       5


<PAGE>





   
PLANNED PERIODIC PREMIUM.  The scheduled premium you select of a level amount
   at a fixed interval. The Policy will show the initial Planned Periodic
   Premium you select. See "Payment and Allocation of Premiums -- Planned
   Periodic Premiums" at page 27.

POLICY.  FlexDesign VUL, the flexible premium variable life insurance policy
   described in this prospectus.
    

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

POLICY DATE.  The date shown on your Policy that ReliaStar uses to determine
   Policy Years, Policy Months, Monthly Anniversaries, and Policy
   Anniversaries.

POLICY MONTH.  A one-month period beginning on a Monthly Anniversary.

POLICY YEAR.  A 12-month period beginning on a Policy Anniversary.

   
PREMIUM EXPENSE CHARGE.  An amount (currently 5%) ReliaStar deducts from each
   premium payment resulting in the Net Premium. See "Deductions and Charges
   -- Premium Expense Charge" at page 14.
    

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

   
SEC.  Securities and Exchange Commission.

SIGNATURE GUARANTEE. A guarantee of your signature by a member firm of the New
   York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or
   by a commercial bank 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 that 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 10 Policy Years and the first 10 years following any
   requested increase in Face Amount. See "Deduction and Charges -- Surrender
   Charge" at page 15.
    

UNIT VALUE.  The unit measure by which we determine the value of the Policy's
   interest in each Sub-Account. See Appendix C.

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

VALUATION PERIOD.  The period beginning at the close of business on a Valuation
   Date and ending at the close of business on the next Valuation Date. See
   Appendix A.
    

VARIABLE ACCOUNT.  Select*Life Variable Account, a separate investment account
   we established to receive and invest Net Premiums paid under the Policy and
   other variable life insurance policies we issue. See "The Variable Account"
   at page 8.

   
VARIABLE ACCUMULATION VALUE.  The value attributable to a specific Policy based
   on amounts in the Variable Account. See "Accumulation Value" at page 28 and
   Appendix B.
    

WE, US, OUR, THE COMPANY, OR RELIASTAR.  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.


                                       6


<PAGE>





PART 1. SUMMARY
     This is a brief summary of the Policy's features. Please read the entire
Prospectus and the Policy for more detailed information.

THE POLICY
   
     FlexDesign VUL is a flexible premium variable life insurance contract with
death benefits, cash values, and other features of traditional life insurance
contracts. The Policies are:
    

     o    "FLEXIBLE PREMIUM" because you do not have to pay premiums according
          to a fixed schedule; and

     o    "VARIABLE" because Accumulation Values and, under certain
          circumstances, the Death Benefit will increase and decrease based on
          the investment performance of the Funds corresponding to the
          Sub-Accounts to which you allocate your premium payments.

   
     Under current Federal tax law, as long as the Policy qualifies as life
insurance, Accumulation Value increases will 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 until you request a
distribution. See "Federal Tax Matters -- Tax Status of the Policy." The
following chart outlines the various features, charges, and expenses of the
Policies. Additional, detailed information pertaining to charges and expenses is
contained in this Summary and in "Deductions and Charges."


                            HOW FLEXDESIGN VUL WORKS


                                  [FLOW CHART]

                                PREMIUM PAYMENTS

                                     MINUS

                            PREMIUM EXPENSE CHARGES

                        Invested in Variable Sub-Account
                                or Fixed Account


                        Fund Managers       Fixed Account

                  Alger              Fidelity           Janus
    Northstar              Putnam                OpCap          Neuberger Berman

                                                                   DEATH BENEFIT

                                      PLUS

                                INVESTMENT RETURN
                             (Net of Fund Expenses)

                                      MINUS


                               MONTHLY DEDUCTIONS

    Monthly Amount Charge                      Mortality and Expense Risk Change
Monthly Administrative Charge                       Optional Benefit Charges
     Cost of Insurance

                                      MINUS

                               PARTIAL WITHDRAWALS

                                     EQUALS

                               ACCUMULATION VALUE

                                      MINUS

                       SURRENDER CHARGES AND POLICY LOANS

                                     EQUALS

                              CASH SURRENDER VALUE
    

                                        7
<PAGE>





   
FREE LOOK RIGHTS       o  If you return the Policy to us by midnight of the 10th
                          day after you receive it, we will send you a refund of
                          all premiums paid unless otherwise stipulated by state
                          law. See "Free Look and Conversion Rights -- Free Look
                          Rights."
                       o  Certain states may require a longer period of time for
                          the free look period and refund a different amount.
    


PREMIUM PAYMENTS       o  You choose when to pay and how much to pay.
                       o  We may refuse to accept any premium less than $25.
   
                       o  You cannot pay additional premiums after Age 100
                          except as needed to keep your Policy in force for the
                          remainder of the current Policy Year.
                       o  We may refuse any premium that would disqualify your
                          Policy as life insurance under Section 7702 of the
                          Code.
                       o  You may be required to pay premiums to maintain the
                          Death Benefit Guarantee in order 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."
                       o  We deduct a Premium Expense Charge (5.00% of each
                          premium payment) and credit the remaining premium (the
                          Net Premium) to the Variable Account or the Fixed
                          Account according to your instructions. See
                          "Deductions and Charges -- Premium Expense Charge."
    


THE VARIABLE ACCOUNT   o  Select*Life Variable Account is one of our separate
(Select*Life Variable     accounts and consists of several Sub-Accounts. We only
Account)                  invest premiums from our variable life insurance
                          policies in the Variable Account.
                       o  We invest any Net Premiums you allocate to each
                          Sub-Account in shares of the Fund related to that
                          Sub-Account.
   
                       o  Variable Accumulation Value will vary with the
                          investment performance of the Funds and the charges
                          deducted from the Variable Accumulation Value. See
                          "Accumulation Value."
    


THE FIXED ACCOUNT      o  Consists of all of our assets other than those in our
                          separate accounts (including the Variable Account).
                       o  We credit interest of at least 3% per year on any
                          amounts you allocate to the Fixed Account.
   
                       o  We may, in our sole discretion, credit interest in
                          excess of 3%. See Appendix A, "The Fixed Account."


THE FUNDS              o  You can instruct ReliaStar to place your Net Premium,
                          in or transfer to, up to 17 of 29 investment
                          portfolios over the lifetime of your Policy.
                       o  We will first place the portion of the initial
                          allocation of your Net Premium directed to the
                          Variable Account in the Fidelity VIP Money Market
                          Sub-Account and this will count against the 17
                          investment portfolio limit. See "Allocating Premiums".
    


                                       8


<PAGE>





     The following chart lists the currently available Funds and outlines
certain of their important characteristics.



                               INVESTMENT FUNDS



   
<TABLE>
<CAPTION>
                                            ADVISER/
     FUND GROUP           FUND             SUBADVISER      MONEY MARKET   FIXED INCOME   GROWTH INCOME
========================================================================================================
<S>                 <C>              <C>                   <C>            <C>            <C>
       Alger        Alger American        Fred Alger
      American          Growth         Management, Inc.
  New York, N.Y.       Portfolio
                    ------------------------------------------------------------------------------------
                    Alger American        Fred Alger
                        MidCap         Management, Inc.
                        Growth
                       Portfolio
                    ------------------------------------------------------------------------------------
                    Alger American        Fred Alger
                         Small         Management, Inc.
                    Capitalization
                       Portfolio
========================================================================================================

      Fidelity            VIP        Fidelity Management                                       X
   Investments(R)    Equity-Income    & Research Company
   Boston, Mass.       Portfolio
                    ------------------------------------------------------------------------------------
                      VIP Growth     Fidelity Management
                       Portfolio      & Research Company
                    ------------------------------------------------------------------------------------
                          VIP        Fidelity Management                       X
                      High Income     & Research Company
                       Portfolio
                    ------------------------------------------------------------------------------------
                          VIP        Fidelity Management        X
                     Money Market     & Research Company
                       Portfolio
                    ------------------------------------------------------------------------------------
                        VIP II       Fidelity Management
                      Contrafund      & Research Company
                       Portfolio
                    ------------------------------------------------------------------------------------
                        VIP II       Fidelity Management                                       X
                       Index 500      & Research Company
                       Portfolio
                    ------------------------------------------------------------------------------------
      Fidelity          VIP II       Fidelity Management                       X
   Investments(R)     Investment      & Research Company
  is a registered     Grade Bond
    trademark of       Portfolio
     FMR Corp.
========================================================================================================

       Janus         Aspen Series           Janus
                      Aggressive           Capital
    Denver, Co.         Growth           Corporation
                       Portfolio
                    ------------------------------------------------------------------------------------
                     Aspen Series           Janus
                        Growth             Capital
                       Portfolio         Corporation
                    ------------------------------------------------------------------------------------
                     Aspen Series           Janus
                     International         Capital
                        Growth           Corporation
                       Portfolio
                    ------------------------------------------------------------------------------------
                     Aspen Series           Janus
                       Worldwide           Capital
                        Growth           Corporation
                       Portfolio
========================================================================================================
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
                                                                                                               PRIMARY
     FUND GROUP     INTERNATIONAL   BALANCED   GROWTH   AGGRESSIVE GROWTH         OBJECTIVE(S)               INVESTMENTS
=================== =============== ========== ======== ================== ========================== =========================
<S>                 <C>             <C>        <C>      <C>                <C>                        <C>
       Alger                                      X                           Long-term capital         Equity securities of
      American                                                                   appreciation              large companies
  New York, N.Y.    -----------------------------------------------------------------------------------------------------------
                                                  X                           Long-term capital           Equity securities
                                                                                 appreciation            within the range of
                                                                                                           S&P MidCap 400
                                                                                                                Index
                    -----------------------------------------------------------------------------------------------------------
                                                                X             Long-term capital           Equity securities
                                                                                 appreciation            within the range of
                                                                                                         Russell 2000 Growth
                                                                                                        and S&P SmallCap 600
                                                                                                               Indexes
===============================================================================================================================
      Fidelity                                                                Reasonable income;          Income-producing
   Investments(R)                                                          also considers potential     equity securities and
   Boston, Mass.                                                           for capital appreciation       debt obligations
                    -----------------------------------------------------------------------------------------------------------
                                                  X                          Capital appreciation           Common stocks
                    -----------------------------------------------------------------------------------------------------------
                                                                              High current income         Income-producing
                                                                                                          debt securities,
                                                                                                        preferred stocks and
                                                                                                       convertible securities,
                                                                                                          with an emphasis
                                                                                                          on lower-quality
                                                                                                           debt securities
                    -----------------------------------------------------------------------------------------------------------
                                                                              High current income      U.S. dollar-denominated
                                                                                consistent with             money market
                                                                            preservation of capital          securities
                                                                                 and liquidity
                    -----------------------------------------------------------------------------------------------------------
                                                  X                          Capital appreciation           Securities of
                                                                                                           companies whose
                                                                                                          value the adviser
                                                                                                           believes is not
                                                                                                          fully recognized
                                                                                                            by the public
                    -----------------------------------------------------------------------------------------------------------
                                                                               Total return that          Common stocks of
                                                                            corresponds to that of             S&P 500
                                                                                 S&P 500 Index
                    -----------------------------------------------------------------------------------------------------------
      Fidelity                                                                High current income         Investment-grade
   Investments(R)                                                               consistent with          intermediate fixed
  is a registered                                                           preservation of capital       income securities
    trademark of
     FMR Corp.
===============================================================================================================================
       Janus                                                    X             Long-term growth of     Nondiversified portfolio
                                                                                    capital               of common stocks
                    -----------------------------------------------------------------------------------------------------------
    Denver, Co.
                                                  X                            Long-term capital         Diversified common
                                                                                    growth                     stocks
                    -----------------------------------------------------------------------------------------------------------
                          X                                                    Long-term capital         Foreign issuers of
                                                                                    growth                  common stocks
                    -----------------------------------------------------------------------------------------------------------
                          X                                                    Long-term capital        Foreign and domestic
                                                                                    growth                  common stocks
===============================================================================================================================
</TABLE>
    

                                       9


<PAGE>

   
<TABLE>
<CAPTION>
                                               ADVISER/
     FUND GROUP             FUND              SUBADVISER       MONEY MARKET   FIXED INCOME   GROWTH INCOME
==========================================================================================================
<S>                  <C>                <C>                    <C>            <C>            <C>
      Neuberger          Advisers          Neuberger Berman                         X
        Berman          Management            Management/
                       Trust Limited       Neuberger Berman,
                       Maturity Bond              LLC
                         Portfolio
                     -------------------------------------------------------------------------------------
   New York, N.Y.        Advisers          Neuberger Berman
                        Management            Management/
                      Trust Partners       Neuberger Berman,
                         Portfolio                LLC
                     -------------------------------------------------------------------------------------
                         Advisers          Neuberger Berman
                        Management            Management/
                      Trust Socially       Neuberger Berman,
                        Responsive                LLC
                         Portfolio
==========================================================================================================
      Northstar          Emerging        Northstar Investment
                          Growth              Management
  Stamford, Conn.        Portfolio            Corporation
                     ------------------ ----------------------
                      Growth + Value     Northstar Investment
                         Portfolio            Management
                                             Corporation/
                                            Navellier Fund
                                           Management, Inc.
                     -------------------------------------------------------------------------------------
                        High Yield       Northstar Investment                       X
                         Portfolio            Management
                                              Corporation
                     -------------------------------------------------------------------------------------
                       International     Northstar Investment
                      Value Portfolio         Management
                                          Corporation/Brandes
                                         Investment Partners,
                                                 L.P.
                     -------------------------------------------------------------------------------------
                         Research        Northstar Investment
                         Enhanced             Management
                      Index Portfolio        Corporation/
                                              J.P. Morgan
                                              Investment
                                            Management Inc.
==========================================================================================================
          OCC        OCC Accumulation            OpCap
                       Trust Equity            Advisors
   New York, N.Y.        Portfolio
                     -------------------------------------------------------------------------------------
                     OCC Accumulation            OpCap
                       Trust Global            Advisors
                     Equity Portfolio
                     -------------------------------------------------------------------------------------
                     OCC Accumulation            OpCap
                       Trust Managed           Advisors
                         Portfolio
                     -------------------------------------------------------------------------------------
                     OCC Accumulation            OpCap
                        Trust Small            Advisors
                       Cap Portfolio
==========================================================================================================
        Putnam            Putnam           Putnam Investment                                        X
 Investments, Inc.     VT Growth and       Management, Inc.
                        Income Fund
                     -------------------------------------------------------------------------------------
    Boston, Mass.         Putnam           Putnam Investment
                          VT New           Management, Inc.
                       Opportunities
                           Fund
                     -------------------------------------------------------------------------------------
                          Putnam           Putnam Investment
                      VT Voyager Fund      Management, Inc.
==========================================================================================================

</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
                                                                                                             PRIMARY
     FUND GROUP      INTERNATIONAL   BALANCED   GROWTH   AGGRESSIVE GROWTH        OBJECTIVE(S)             INVESTMENTS
============================================================================================================================
<S>                  <C>             <C>        <C>      <C>                <C>                      <C>
      Neuberger                                                              High current income        Short to
        Berman                                                               consistent with low     intermediate term
                                                                            risk to principal and    investment-grade debt
                                                                                liquidity and              securities
                                                                              secondarily total
                                                                                    return
                   ---------------------------------------------------------------------------------------------------------
   New York, N.Y.                                  X                            Capital growth          Common stocks of
                                                                                                       medium- and large-
                                                                                                         capitalization
                                                                                                           companies
                   ---------------------------------------------------------------------------------------------------------
                                                   X                              Long-term             Common stocks of
                                                                                capital growth        companies that meet
                                                                                                       both financial and
                                                                                                        social criteria
============================================================================================================================
      Northstar                                    X                          Long-term capital          Common stocks
                                                                                 appreciation
                   ---------------------------------------------------------------------------------------------------------
  Stamford, Conn.
                                                                 X           Capital appreciation      Equity securities
                                                                             from investing in a
                                                                            diversified portfolio
                                                                             of equity securities
                   ---------------------------------------------------------------------------------------------------------
                                                                            High current yield and      High-yield bonds
                                                                             capital appreciation
                   ---------------------------------------------------------------------------------------------------------
                            X                                                  Long-term capital     International equities
                                                                                 appreciation
                   ---------------------------------------------------------------------------------------------------------
                                                   X                           Long-term capital          Common stocks
                                                                                 appreciation
============================================================================================================================
          OCC                                      X                           Long-term capital          Securities of
                                                                                 appreciation              undervalued
   New York, N.Y.                                                                                           companies
                   ---------------------------------------------------------------------------------------------------------
                            X                                                  Long-term capital      Global investments in
                                                                                 appreciation           equity securities
                   ---------------------------------------------------------------------------------------------------------
                                                   X                           Growth of capital         Common stocks,
                                                                                                         bonds and cash
                                                                                                           equivalents
                   ---------------------------------------------------------------------------------------------------------
                                                                 X           Capital appreciation    Equity securities of
                                                                                                     companies under
                                                                                                     $1 billion
============================================================================================================================
        Putnam                                                                 Capital growth &           Common stocks
 Investments, Inc.                                                              current income
                   ---------------------------------------------------------------------------------------------------------
    Boston, Mass.                                  X                           Long-term capital          Common stocks
                                                                                 appreciation
                   ---------------------------------------------------------------------------------------------------------
                                                                 X           Capital appreciation         Common stocks
============================================================================================================================
</TABLE>
    


   
     For each Fund's expenses, see "Investment Advisory Fees and Other Fund
Expenses". For additional information on the Funds, see page 17 of this
Prospectus.
    

CHARGES AGAINST THE ACCUMULATION VALUE
     The Accumulation Value of the Policy is subject to the Monthly Deduction
charges. Except for the Monthly Mortality and Expense Risk Charge, we will
deduct the Monthly Deduction each month from


                                       10


<PAGE>


both the Fixed Accumulation Value and the Variable Accumulation Value on a
proportionate basis depending on their relative Accumulation Values at that
time. We will deduct the Monthly Mortality and Expense Risk Charge on a
proportionate basis from each Sub-Account of the Variable Account depending on
their relationship to the Variable Accumulation Value at that time. See
"Deductions and Charges -- Monthly Deduction".


The Monthly Deduction includes:


   
     o    A charge for the cost of insurance -- varies based on the Insured's
          Sex, Age, Rate Class and Face Amount.
    


     o    Monthly Administrative Charge -- currently $8.25 per month and
          guaranteed not to exceed $12.00 per month.


     o    Monthly Mortality and Expense Risk Charge -- currently equal to 1/12
          of .35% of the Variable Accumulation Value and guaranteed not to
          exceed 1/12 of .60% of the Variable Accumulation Value.


   
     o    Monthly Amount Charge -- a monthly charge that varies by the Insured's
          Issue Age, Sex and Face Amount and is assessed during the first 10
          Policy Years (and first 10 years after a Face Amount increase). The
          maximum amount of this charge is $3.333 per $1,000 of Face Amount for
          a male Issue Age 85.
    


     o    Any charges for optional insurance benefits -- vary depending upon the
          benefit(s) selected.


CHARGE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY

     o    We assess a Surrender Charge if your Policy lapses or if you surrender
          the Policy during the first 10 Policy Years (or during the first 10
          years following a Face Amount increase).


     o    We will determine the maximum Surrender Charge for the initial Face
          Amount and any requested increases in Face Amount on the Policy Date
          and on the effective date of any such requested increase.


   
     o    The Surrender Charge for the initial Face Amount will depend on the
          initial Face Amount, the Insured's Age on the Policy Date, and the
          Insured's sex.
    

     o    You do not pay this charge if the Policy remains in force during the
          entire relevant 10-year period. See "Deductions and Charges --
          Surrender Charge".

SURRENDERS                o    In general, you will receive the Cash Surrender
                               Value if you surrender the Policy.
                          o    To determine the Cash Surrender Value, we reduce
                               your Accumulation Value by the Surrender Charge,
                               if any, and any Loan Amount and unpaid Monthly
                               Deductions. See "Surrender Benefits -- Total
                               Surrender".

PARTIAL WITHDRAWALS       o    Once each Policy Year, you can withdraw part of
                               your Cash Surrender Value.
                          o    You will not incur a Surrender Charge, but
                               partial withdrawals are subject to a processing
                               charge (currently $10, guaranteed not to exceed
                               $25). See "Surrender Benefits -- Partial
                               Withdrawal".

LOANS                     o    Depending on your state of residence, you can
                               borrow up to 90% of your Policy's Cash Value less
                               any existing Loan Amount.
                          o    Interest is payable in advance for each Policy
                               Year and accrues daily at an effective annual
                               rate that will not exceed 4.762%.
                          o    After the 10th Policy Year, we currently charge
                               interest at an annual rate of 2.913% (guaranteed
                               not to exceed 3.382%) on the portion of your Loan
                               Amount that is not in excess of (1) the
                               Accumulation Value, less (2) the total of all
                               premiums paid net of all partial withdrawals.
                          o    We reserve the right to limit borrowing during
                               the first Policy Year. See "Policy Loans".


                                       11


<PAGE>





TRANSFERS                 o    Currently, you can transfer all or part of your
                               Accumulation Value among the investment options.
                          o    We currently allow up to 24 transfers per year.
                          o    There are certain restrictions on transfers from
                               the Fixed Account.
                          o    We currently assess no charge for transfers.
                               However, we reserve the right to assess a maximum
                               charge of $25 for each transfer. See "Transfers".

DEATH BENEFIT OVERVIEW
     You may choose one of two Death Benefit Qualification Tests for compliance
with Code Section 7702's definition of "life insurance": (1) the Guideline
Premium Test; and (2) the Cash Value Accumulation Test.

     You also can choose one of three Death Benefit Options:

     o    Level Amount Option -- whereby the Death Benefit until Age 100 is the
          greater of the Face Amount or the corridor percentage of Accumulation
          Value;

     o    Variable Amount Option -- whereby the Death Benefit until Age 100 is
          equal to the greater of the Face Amount plus the Accumulation Value,
          or the corridor percentage of Accumulation Value; or

     o    Face Plus Premium Amount Option -- whereby the Death Benefit until Age
          100 is the greater of the Face Amount plus premiums less withdrawals,
          or the corridor percentage of the Accumulation Value. See "Death
          Benefit".

     The Death Benefit until Age 100 under the Level Amount Option and the
Variable Amount Option 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. The
Death Benefit until Age 100 under the Face Plus Premium Amount Option may be
less than Face Amount if cumulative withdrawals exceed cumulative premiums paid.
After Age 100, the Death Benefit under all Death Benefit Options will be the
Accumulation Value.

     We will reduce the proceeds payable upon the death of the Insured under any
Death Benefit Option by any Loan Amount and any unpaid Monthly Deductions.

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

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

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

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

DEATH BENEFIT GUARANTEE
     If you meet the requirements for the Death Benefit Guarantee, we will not
lapse your Policy during the Death Benefit Guarantee Period even if the Cash
Surrender Value is not sufficient to cover the Monthly Deduction that is due.
See "Death Benefit Guarantee".

LAPSE
     If the Death Benefit Guarantee is not in effect, the Policy will lapse if
the Cash Surrender Value is less than the Monthly Deduction due and if you do
not make a sufficient payment during the grace period of 61 days. See "Policy
Lapse and Reinstatement".

TAXATION OF DEATH BENEFIT PROCEEDS
     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


                                       12


<PAGE>





   
insurance. Therefore, the Death Benefit should not be taxable income to the
beneficiary. See "Federal Tax Matters -- Tax Status of the Policy".
    

TAXATION OF THE POLICY
   
     The Company intends for the Policy to satisfy the definition of a life
insurance contract under Section 7702 of 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. See
"Federal Tax Matters" 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.
    

     A Policy lapse, surrender, partial withdrawal or loan may have adverse tax
consequences in certain circumstances. See "Federal Tax Matters."


PART 2. DETAILED INFORMATION


RELIASTAR LIFE INSURANCE COMPANY
     ReliaStar Life Insurance Company is a stock life insurance company
organized in 1885 and incorporated under the laws of the State of Minnesota. We
are a direct, wholly owned subsidiary of ReliaStar Financial Corp. We offer
individual life insurance and annuities, employee benefits and retirement
contracts. Our Home Office is at 20 Washington Avenue South, Minneapolis,
Minnesota 55401 (telephone 612-372-5507).

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

     ReliaStar is a charter member of the Insurance Marketplace Standard
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.
   

THE POLICIES
     The Policies are flexible premium variable life insurance contracts with
death benefits, cash values, and other features of traditional life insurance
contracts.


DEDUCTIONS AND CHARGES
     We deduct certain charges in connection with the Policy to compensate us
for (1) providing the insurance benefits of the Policy (including any riders),
(2) administering the Policy, (3) assuming certain risks in connection with the
Policy, and (4) incurring expenses in distributing the Policy.

     We deduct some charges from each premium payment. We deduct certain other
charges monthly from both the Fixed Account and the Variable Account, or from
the Variable Account only. We also assess a charge for each partial withdrawal
and we may assess a charge 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.

     The Surrender Charge usually exceeds the Accumulation Value in the early
Policy Years. This occurs because the Surrender Charge is usually more than the
accumulated Minimum Monthly Premiums less Policy Charges in the early Policy
Years.
    


                                       13


<PAGE>





   
PREMIUM EXPENSE CHARGE
     We deduct the Premium Expense Charge from each premium payment. The Premium
Expense Charge equals 5.00% of each premium payment. The amount remaining after
we deduct the Premium Expense Charge is called the Net Premium.


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.

     Except for the Monthly Mortality and Expense Risk Charge, we will deduct
the Monthly Deduction each month from both the Fixed Accumulation Value and the
Variable Accumulation Value on a proportionate basis depending on their relative
Accumulation Values at that time. We will deduct the Monthly Mortality and
Expense Risk Charge on a proportionate basis from each Sub-Account of the
Variable Account depending on their relationship to the Variable Accumulation
Value at that time. For purposes of determining these proportions, we reduce the
Fixed Accumulation Value by the Loan Amount. Because the cost of insurance
portion of the Monthly Deduction can vary from month to month, the Monthly
Deduction itself will vary in amount from month to month.

     If the Cash Surrender Value is not sufficient to cover the Monthly
Deduction on a Monthly Anniversary, 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 (1) the Death Benefit at the beginning of the Policy Month divided by
1.002466 (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 3%), less (2) 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, we will first assume the Accumulation Value 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.

     We base cost of insurance rates on the sex, Age, Face Amount, 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.

     MONTHLY AMOUNT CHARGE. Each month during the first 10 Policy Years (and for
10 years following any requested increase in Face Amount) we will deduct a
monthly charge per $1,000 of Face Amount. The amount of this charge will vary by
the Insured's Sex, Rate Class, Issue Age and Face Amount on the Policy Date (or
on the effective date of any Face Amount increase). These Monthly Amount Charges
are shown in Appendix F. Any decreases in Face Amount or any change in Face
Amount resulting from a change in the Death Benefit Option will not affect the
Monthly Amount Charge. The maximum amount of this charge is $3.333 per $1,000 of
Face Amount for a male Issue Age 85 for Insureds of Age 85. This 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. A portion of this charge may
also contribute to Company profits.
    


                                       14


<PAGE>





   
     MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month we will deduct a
charge currently equal to 1/12 of .35% of the Variable Accumulation Value (minus
the portion of the following charges taken from the Variable Accumulation Value:
the cost of insurance charge, the Monthly Amount Charge, the Monthly
Administrative Charge, and the cost of any riders). We guarantee that the
Mortality and Expense Risk Charge will not exceed 1/12 of .60% of the Variable
Accumulation Value for the duration of the Policy. The mortality and expense
risk we assume is that our Cost of Insurance charges and other expense charges
are not sufficient to cover our costs of death benefits, and any other expenses
incurred in issuing and administering the Policies.

     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 10 years the Policy is in force and the first 10
years following a requested increase in the Face Amount, there is a Surrender
Charge if you surrender the Policy or the Policy lapses. We will determine the
maximum Surrender Charge for the initial Face Amount or any requested increase
in Face Amount on the Policy Date or on the effective date of any requested
increase. The Surrender Charge for the initial Face Amount reduces in equal
monthly increments until it becomes zero at the end of 10 years. For any
requested increase in Face Amount, an additional Surrender Charge begins at
zero, increases in equal monthly increments until it reaches the maximum after
three years, and then reduces in equal monthly increments until it becomes zero
at the end of 10 years. Thus if the Policy remains in force during the entire
relevant 10-year period, you do not pay the Surrender Charge. The Surrender
Charge will vary depending on the Insured's Age, sex, and Rate Class on the
Policy Date or on the effective date of an increase in Face Amount. The maximum
amount of the Surrender Charge is $5.50 per thousand for a female Insured at
Issue Age 65.

     The Surrender Charge for the initial Face Amount or any requested increase
in Face Amount is determined by multiplying (1) the applicable Surrender Charge
per $1,000 of Face Amount from Appendix E by (2) the initial Face Amount or the
Face Amount of the increase, as applicable, and by (3) the applicable percentage
from the Surrender Charge Percentage Table below, and then dividing this amount
by 1000.

     EXAMPLE. The following example illustrates how we determine the Surrender
Charge. Assume that a male, Age 35 buys a Policy with an initial Face Amount of
$100,000 and surrenders the Policy at the end of the third Policy Year.

     Based on these assumptions, the Surrender Charge will be the result of
multiplying (1) $19.00 (from Appendix D for a male Age 35) by (2) $100,000 (the
initial Face Amount) and by (3) 70% (the applicable percentage from the
Surrender Charge Percentage Table), and then dividing by 1000, which results in
a Surrender Charge of $1,330 (($19.00 x $100,000 x 70%) / 1000).

     The additional Surrender Charge for requested increases in Face Amount will
be calculated in the same manner as illustrated in the example above, except
that the different Surrender Charge Percentages apply for requested increases in
Face Amount.
    


                                       15


<PAGE>





   
                       SURRENDER CHARGE PERCENTAGE TABLE
    



   
<TABLE>
<CAPTION>
                                        THE FOLLOWING PERCENTAGES OF THE
                                     SURRENDER CHARGE WILL BE PAYABLE FOR:
 IF SURRENDER OR LAPSE OCCURS IN
 THE LAST MONTH OF POLICY YEAR:*   INITIAL FACE AMOUNT   FACE AMOUNT INCREASES
- --------------------------------- --------------------- ----------------------
<S>                               <C>                   <C>
                0                          100%                     0%
                1                           90%                  23.3%
                2                           80%                  46.7%
                3                           70%                    70%
                4                           60%                    60%
                5                           50%                    50%
                6                           40%                    40%
                7                           30%                    30%
                8                           20%                    20%
                9                           10%                    10%
                10                           0%                     0%
</TABLE>
    

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

     MONTANA RESIDENTS. Appendix C, Appendix D, Appendix E and the preceding
illustrations of the Surrender Charge do not apply to Policies issued in
Montana. The Insured's sex does not affect the Surrender Charge applied to
Policies issued in Montana. Therefore, the Surrender Charge made on Policies
issued in Montana will differ from the charge made in other states.

PARTIAL WITHDRAWAL AND TRANSFER CHARGES
     We currently make no charge for transfers and assess 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.

MODIFICATION OF CHARGES
     ReliaStar may modify any of the charges under the Policy, as well as the
minimum Face Amount set forth in this Prospectus, 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.

     Persons purchasing under a sponsored arrangement may apply for simplified
underwriting. If we approve such simplified underwriting, 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.

INVESTMENT ADVISORY FEES AND OTHER FUND EXPENSES
     Because the Variable Account purchases shares of the Funds, the net asset
value of the Variable Account's investments will reflect the investment advisory
fees and other expenses incurred by the Funds. Set forth on the next page is
information provided by each Fund on its total 1998 annual expenses as a
percentage of the Fund's average net assets. See the prospectuses for the Funds
for more information concerning these expenses.
    


                                       16


<PAGE>





   
FUND EXPENSES
    



   
<TABLE>
<CAPTION>
                                                                                            TOTAL INVESTMENT
                                                                    MANAGEMENT     OTHER      FUND AMOUNT
FUND                                                                   FEES      EXPENSES       EXPENSES
- ------------------------------------------------------------------ ------------ ---------- -----------------
<S>                                                                <C>          <C>        <C>
Alger American Growth Portfolio (a) ..............................      0.75%       0.04%         0.79%
Alger American MidCap Growth Portfolio (a) .......................      0.80%       0.04%         0.84%
Alger American Small Capitalization Portfolio (a) ................      0.85%       0.04%         0.89%
Fidelity VIP Equity-Income Portfolio (a) (b) .....................      0.49%       0.09%         0.58%
Fidelity VIP Growth Portfolio (a) (b) ............................      0.59%       0.09%         0.68%
Fidelity VIP High Income Portfolio (a) ...........................      0.58%       0.12%         0.70%
Fidelity VIP Money Market Portfolio ..............................      0.20%       0.10%         0.30%
Fidelity VIP II Contrafund Portfolio (a) (b) .....................      0.59%       0.11%         0.70%
Fidelity VIP II Index 500 Portfolio (a) (b) ......................      0.24%       0.11%         0.35%
Fidelity VIP II Investment Grade Bond Portfolio (a) ..............      0.43%       0.14%         0.57%
Janus Aggressive Growth Portfolio (a) (c) ........................      0.72%       0.03%         0.75%
Janus Growth Portfolio (a) (c) ...................................      0.65%       0.03%         0.68%
Janus International Growth Portfolio (a) (c) .....................      0.66%       0.20%         0.86%
Janus Worldwide Growth Portfolio (a) (c) .........................      0.65%       0.07%         0.72%
Neuberger Berman Advisers Management Trust Limited
 Maturity Bond Portfolio (a) (d) .................................      0.65%       0.11%         0.76%
Neuberger Berman Advisers Management Trust Partners
 Portfolio (a) (d) ...............................................      0.78%       0.06%         0.84%
Neuberger Berman Advisers Management Trust Socially
 Responsive Portfolio (a) (d) (e) ................................      0.85%       0.65%         1.50%
Northstar Galaxy Trust Emerging Growth Portfolio (f) .............      0.75%       0.15%         0.90%
Northstar Galaxy Trust Growth + Value Portfolio (f) ..............      0.75%       0.05%         0.80%
Northstar Galaxy Trust High Yield Bond Portfolio (f) .............      0.75%       0.05%         0.80%
Northstar Galaxy Trust International Value Portfolio (f) .........      1.00%       0.00%         1.00%
Northstar Galaxy Trust Research Enhanced Index Portfolio (f) .....      0.75%       0.15%         0.90%
OCC Equity Portfolio (a) (g) .....................................      0.80%       0.14%         0.94%
OCC Global Equity Portfolio (a) (g) ..............................      0.80%       0.33%         1.13%
OCC Managed Portfolio (a) (g) ....................................      0.78%       0.04%         0.82%
OCC Small Cap Portfolio (a) (g) ..................................      0.80%       0.08%         0.88%
Putnam VT Growth and Income Fund .................................      0.46%       0.04%         0.50%
Putnam VT New Opportunities Fund .................................      0.56%       0.05%         0.61%
Putnam VT Voyager Fund ...........................................      0.54%       0.04%         0.58%
</TABLE>
    

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

   (b)  A portion of the brokerage commissions that certain portfolios pay was
        used to reduce Portfolio expenses. In addition, certain Portfolios have
        entered into arrangements with their custodian whereby credits realized
        as a result of uninvested cash balances are used to reduce custodian
        expenses. Including these reductions, the total operating expenses
        presented in the table would have been: 0.57% for Fidelity VIP
        Equity-Income Portfolio; 0.66% for Fidelity VIP Growth Portfolio; 0.28%
        for Fidelity VIP II Index 500 Portfolio; and 0.66% for Fidelity VIP II
        Contrafund Portfolio.

   (c)  The fees and expenses in the table above are based on net expenses after
        expense offset arrangements for the fiscal year ended December 31, 1998.
        The information is net of fee reductions from Janus Capital. Fee
        reductions for the Aggressive Growth, Growth, International Growth, and
        Worldwide Growth Portfolios reduce the management fee to the level of
        the
    


                                       17


<PAGE>





   
        corresponding Janus retail fund. Without such reductions, the Management
        Fee, Other Expenses and Total Investment Fund Annual Expenses would have
        been: 0.72%, 0.03%, and 0.75% for Janus Aggressive Growth Portfolio;
        0.72%, 0.03%, and 0.75% for Janus Growth Portfolio; 0.75%, 0.20%, and
        0.95% for Janus International Growth Portfolio; and 0.67%, 0.07%, and
        0.74% for Janus Worldwide Growth Portfolio. Janus Capital has agreed to
        continue these fee reductions until at least the next annual renewal of
        the advisory agreement.

   (d)  Neuberger Berman Advisers Management Trust is comprised of separate
        Portfolios, the following of which are available as funding options
        under the contract: Limited Maturity Bond Portfolio, Partners Portfolio
        and Socially Responsive Portfolio ("Portfolio series"). Unlike the other
        funding options available under the Policy, each of the Portfolio series
        invests all of its net investable assets in AMT Limited Maturity Bond
        Investments, AMT Partners Investments and AMT Socially Responsive
        Investments, respectively, of Advisors Managers Trust ("Investment
        series"). The investment series in turn, invest directly in securities.
        For a more complete discussion of this structure, please see the
        prospectus for Neuberger Berman Advisers Management Trust Limited
        Maturity Bond Portfolio, Partners Portfolio and Socially Responsive
        Portfolio. Please note that the figures reported under "Management Fees"
        and "Other Expenses" include the aggregate of (i) the management fees
        paid by the Investment series, (ii) the administration fees paid by the
        Portfolio series, and (iii) all other expenses in the aggregate for the
        Investment series and Portfolio series, respectively.

   (e)  Neuberger Berman Management Inc. ("NBMI") has undertaken to reimburse
        the Socially Responsive Portfolio for certain operating expenses,
        including the compensation of Neuberger Berman Advisers Management Trust
        and excluding taxes, interest, extraordinary expenses, brokerage
        commissions and transaction costs, that exceed in the aggregate, 1.50%
        of the average daily net asset value of the Socially Responsive
        Portfolio. The Socially Responsive Portfolio had not commenced
        operations as of December 31, 1998, and therefore these expense figures
        are estimated. Estimated expenses are expected to be 2.50% for the
        fiscal period ending December 31, 1999, prior to the reimbursement. The
        expense reimbursement policy is subject to termination upon 60 days'
        written notice. There can be no assurance that this policy will be
        continued after April 30, 2000. See "Expense Limitation" in the Socially
        Responsive Portfolio prospectus for further information.

   (f)  The fee and expense information for the Northstar Galaxy Trust Emerging
        Growth Portfolio and International Value Portfolio has been restated to
        reflect current fees and expenses effective November 9, 1998. The fee
        and expense information for the Northstar Galaxy Trust Research Enhanced
        Index Portfolio has been restated to reflect current fees and expenses
        effective April 30, 1999. The investment adviser to the Northstar Galaxy
        Trust has agreed to reimburse the Northstar Growth + Value Portfolio and
        High Yield Bond Portfolio for any expenses in excess of 0.80% of each
        Portfolio's average daily net assets. It has also agreed to reimburse
        the Emerging Growth, Research Enhanced Index, and International Value
        Portfolios for amounts in excess of 0.90%, 0.90% and 1.00%,
        respectively. In the absence of the investment adviser's expense
        reimbursements, the Total Investment Fund Annual Expenses that would
        have been paid by each Portfolio during its fiscal year ended December
        31, 1998 would have been: Northstar Galaxy Trust Growth + Value
        Portfolio: 1.02%; Northstar Galaxy Trust High Yield Bond Portfolio:
        1.23%; Northstar Galaxy Trust Research Enhanced Index Portfolio: 1.29%;
        Northstar Galaxy Trust Emerging Growth Portfolio: 1.14%. For the
        Northstar Galaxy Trust International Value Portfolio, on an annualized
        basis, absent expense reimbursement, the actual expenses for this
        Portfolio are 1.68%. Expense reimbursements are voluntary. There is no
        assurance of ongoing reimbursement. The Northstar Galaxy Trust Emerging
        Growth Portfolio (formerly the Northstar Galaxy Trust Income and Growth
        Portfolio) operated under an investment objective of seeking income
        balanced with capital appreciation from inception through November 8,
        1998, when the investment objective was modified to seeking long-term
        capital appreciation. The Northstar Galaxy Trust Research Enhanced Index
        Portfolio (formerly the Northstar Galaxy Trust Multi-Sector Bond
        Portfolio) operated under an investment objective of seeking current
        income while preserving capital through April 29, 1999, when the
        investment objective was modified to seeking long-term capital
        appreciation.

   (g)  Management Fees reflect effective management fees after taking into
        effect any waiver. Other Expenses are shown net of expense offsets
        afforded the Portfolios. Total Portfolio Expenses for
    


                                       18


<PAGE>





   
       the Equity, Small Cap and Managed Portfolios are limited by OpCap
       Advisors so that their respective annualized operating expenses (net of
       expense offsets) do not exceed 1.00% of average daily net assets. Total
       Portfolio Expenses for the Global Equity Portfolio are limited to 1.25%
       of average daily net assets (net of expense offsets).
    


THE VARIABLE ACCOUNT
     On October 11, 1984, we established the Select*Life Variable Account as one
of our separate accounts pursuant to the laws of the State of Minnesota.
The Variable Account:

     o    will receive and invest the Net Premiums paid and allocated to it
          under this Policy;

     o    currently receives and invests net premiums for other classes of
          flexible premium variable life insurance policies we issue and may do
          so for additional classes in the future;

     o    meets the definition of a "separate account" under the federal
          securities laws; and

     o    is registered with the SEC as a unit investment trust under the
          Investment Company Act of 1940 ("1940 Act"). Such 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 Variable Account's assets. However, Minnesota law provides that
we cannot charge the Variable Account 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).

   
INVESTMENTS OF THE VARIABLE ACCOUNT
     There are currently 29 investment options (Funds) available under the
Variable Account. However, we only permit you to participate in a maximum of 17
investment options over the lifetime of your Policy. The Summary, "Additional
Information on the Investments of the Variable Account" in this Prospectus
describes the Funds currently offered. You also should read the Funds'
prospectuses for more detailed information, particularly because several of the
Funds and portfolios may have objectives that are quite similar. Please call the
telephone number listed on the first page of this Prospectus to request a Fund's
prospectus. THERE IS NO ASSURANCE THAT ANY FUND WILL ACHIEVE ITS INVESTMENT
OBJECTIVE(S).
    


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. Such 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. We will accompany quotations of performance information for
the Funds 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.
We may provide performance information showing total returns and average annual
total returns for periods prior to the date a Sub-Account commenced operation.
We will calculate such performance information 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.

       

     We may also provide individualized hypothetical illustrations of
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


                                       19


<PAGE>





Deduction, Premium Expense Charge and the Surrender Charge. We will base these
hypothetical illustrations 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.

     We may compare performance of the Sub-Accounts and/or the Funds in
advertisements and sales literature:

     o    to other variable life insurance issuers in general

     o    to the performance of particular types of variable life insurance
          policies investing in mutual funds

   
     o    to investment series of mutual funds with investment objectives
          similar to each of the Sub-Accounts, whose performance is reported by
          Lipper Analytical Services, Inc. and Morningstar, Inc. (independent
          services that monitor and rank the performances of variable life
          insurance issuers in each of the major categories of investment
          objectives on an industry-wide basis), or reported by other series,
          companies, individuals or other industry or financial publications of
          general interest, such as FORBES, MONEY, THE WALL STREET JOURNAL,
          BUSINESS WEEK, BARRON'S, KIPLINGER'S, and FORTUNE
    

   o  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.
    


DEATH BENEFIT
     If the Insured dies while the Policy is in force, we will pay the Death
Benefit reduced by any Loan Amount and unpaid Monthly Deductions. This amount is
called the proceeds. We may pay all or part of the proceeds in cash to your
beneficiaries or under one or more of the settlement options we offer (see
"General Provisions -- Settlement Options").

DEATH BENEFIT QUALIFICATION TESTS
     You choose one of the two Death Benefit Qualification Tests for compliance
with the Code Section 7702 definition of life insurance. These tests are the
Cash Value Accumulation Test and the Guideline Premium Test. You cannot change
this choice after issue.

   
     GUIDELINE PREMIUM TEST. The Death Benefit will be determined with reference
to the requirements for the Guideline Premium test for qualifying a Policy as a
life insurance contract under Code Section 7702(a) (2). Under these
requirements, the sum of the premiums paid under a Policy may not exceed the
"guideline premium limitations," as defined in Code Section 7702(a). The Death
Benefit at any time is not less than the Accumulation Value multiplied by the
Corridor Percentages, which vary according to the Age of the Insured (as defined
in Code Section 7702(d)).

    


                                       20


<PAGE>





   
                            GUIDELINE PREMIUM TEST
                           CORRIDOR PERCENTAGE TABLE
    

<TABLE>
<CAPTION>
                      CORRIDOR                                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              114
        44              222                     58              138                    72              113
        45              215                     59              134                    73              111
        46              209                     60              130                    74              109
        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>


   
     CASH VALUE ACCUMULATION TEST. The Death Benefit is never less than the
amount required for this Policy to be deemed "life insurance" based on the Cash
Value Accumulation Test as defined in Code Section 7702(b). Generally, the Cash
Value Accumulation Test requires that under the terms of a life insurance
policy, the Death Benefit must be sufficient so that the Accumulation Value does
not at any time exceed the net single premium required to fund the future
benefits under the Policy. The net single premiums under the Policy vary
according to the Age, sex, and Rate Class of the Insured. The net single premium
is calculated using a 4% interest rate and using the guaranteed mortality
charges as of the time the Policy is issued. The corridor percentage for the
Cash Value Accumulation Test is then equal to 100% divided by the net single
premium for the current Age, Sex, and Rate Class.
    

WHICH DEATH BENEFIT QUALIFICATION TEST TO CHOOSE
     The Cash Value Accumulation Test does not limit the amount of premium that
may be paid into a Policy. If you desire to pay premiums in excess of the
guideline premium test limitations you should elect the Cash Value Accumulation
Test. However, any premium that would increase the net amount at risk is subject
to evidence of insurability satisfactory to us. Required increases in the
minimum death benefit due to growth in Accumulation Value will generally be
greater under the Cash Value Accumulation Test than under the Guideline Premium
Test.

     The Guideline Premium Test limits the amount of premium that may be paid
into a Policy. If you do not desire to pay premiums in excess of the Guideline
Premium Test limitations, you should consider the Guideline Premium Test.

DEATH BENEFIT OPTIONS
   
     The Policy provides three Death Benefit Options as shown below. 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 prior to Age 100 depends on the Death Benefit Option
chosen as described below regardless of the Death Benefit Option chosen. The
Death Benefit after Age 100 is the Accumulation Value.

     OPTION A. (Level Amount Option.) Prior to Age 100, 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. Under Option A, the Death Benefit will remain level unless the
corridor percentage of Accumulation Value exceeds the current Face Amount, in
which case the amount of the Death Benefit will vary as the Accumulation Value
varies.

     OPTION B. (Variable Amount Option.) Prior to Age 100, 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. Under
Option B, the amount of the Death Benefit will always vary as the Accumulation
Value varies.

     OPTION C. (Face Amount Plus Premium Amount Option.) Prior to Age 100, the
Death Benefit is the greater of the Face Amount plus cumulative premiums less
cumulative withdrawals, or the Corridor
    



                                       21


<PAGE>

Percentage of the Accumulation Value on the Valuation Date following the date of
the Insured's death. Under Option C, the amount of the Death Benefit will vary
as the premiums are paid or withdrawals are made, or if the Corridor Percentage
of the Accumulation Value exceeds the current Face Amount.


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.
If you require a specific Death Benefit which would include a return of the
premium paid, such as under an employer sponsored benefit plan, Option C may
meet your needs.


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, you must submit a written
request to us. We may also require additional evidence of insurability
satisfactory to us. The effective date of the increase will be the Monthly
Anniversary on or next following our approval of the increase. The increase may
not be less than $5,000. We will currently permit increases up to the Insured's
Age 85, if our requirements are met. We will deduct any charges associated with
the increase (the increases in the cost of insurance and the Surrender Charge
upon lapse or total surrender -- see "Effect of Requested Changes in Face
Amount" below) from the Accumulation Value, whether or not you pay an additional
premium in connection with the increase. You will be entitled to limited free
look rights with respect to requested increases in Face Amount.
See "Free Look Rights".

   
     DECREASES. For a decrease in the Face Amount, you must submit a written
request 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
rules, 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 -- Tax Status of the Policy"), we will limit the
decrease to the extent necessary to meet these requirements.
    

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

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

     (2) The next most recent increases successively; and

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

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

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



                                       22


<PAGE>

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 and Monthly Amount Charge,
but a decrease in the Face Amount will not reduce the Surrender Charge or the
Monthly Amount Charge. The Surrender Charge is, however, imposed only upon lapse
or total surrender of the Policy and not upon a requested decrease in Face
Amount. See "Deductions and Charges -- Surrender Charge".

     An increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date of the increase. Therefore, additional premium payments
may be required to maintain the Death Benefit Guarantee. A decrease in the Face
Amount will reduce the Minimum Monthly Premium as of the effective date of the
decrease. A Face Amount decrease may also shorten the Death Benefit Guarantee
Period if a term insurance rider is attached. 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

     As your insurance needs change, 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. These ways
include

   
     o    increasing or decreasing the Face Amount of insurance, changing the
          level of premium payments, and,

     o    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:

     o    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.

     o    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 Cost of Insurance charges
          generally will decrease as well. (Note that the Surrender Charge will
          not be reduced. See "Deductions and Charges -- Surrender Charge".)

     o    A CHANGE IN THE LEVEL OF PREMIUM can have a variety of effects, as
          follows.

          Under the Level Amount Option, until the corridor percentage of
          Accumulation Value exceeds the Face Amount, (a) an increased level of
          premium payments will reduce the amount of pure insurance protection,
          and (b) a reduced level of premium payments will increase the amount
          of pure insurance protection.

          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.)
    


                                       23


<PAGE>





   
          Under the Face Plus Premium Amount Option, until the corridor
          percentage of Accumulation Value exceeds the Face Amount, the level of
          premium payments will affect the amount of pure insurance protection.

          Under any Death Benefit Option, if the Death Benefit is the corridor
          percentage of Accumulation Value, then (a) 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 (b) a reduced level
          of premium payments will reduce the pure insurance protection.

     o    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.
    

     YOU SHOULD CONSIDER 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) TOGETHER WITH THE OTHER RESTRICTIONS AND CONSIDERATIONS DESCRIBED
ELSEWHERE IN THIS PROSPECTUS.

CHANGING THE DEATH BENEFIT OPTION
   
     After the second Policy Year, you may change the Death Benefit Option. We
allow changes from Option A to Option B, from Option B to Option A, and,
currently, from Option C to Option A. We will not allow changes to Option C
after issue. You must submit a written request to change the Death Benefit
Option. A change in the Death Benefit Option will also change the Face Amount.
If the Death Benefit Option is changed from the Level Amount Option to the
Variable Amount Option, the Face Amount will be decreased by an amount equal to
the Accumulation Value on the effective date of the change. You cannot change
from the Level Amount Option to the Variable Amount Option if the resulting Face
Amount would fall below the minimum Face Amount (currently $25,000).

     If you change the Death Benefit Option from the Variable Amount Option to
the Level Amount Option, we will increase the Face Amount by an amount equal to
the Policy's Accumulation Value on the effective date of the change. If you
change from Option C to Option A, we will increase the Face Amount by an amount
equal to cumulative premiums less cumulative withdrawals taken.
    

     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. A change in the Face Amount resulting
from a change in the Death Benefit Option may also affect the charge for certain
optional insurance benefits. See "Deductions and Charges -- Monthly Deduction".
However, a Face Amount change resulting from a Death Benefit Option change will
not affect the Surrender Charge.

     Changes in the Death Benefit Option do not currently 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 we otherwise would pay upon
the Insured's death. The benefit may vary state-by-state and you should consult
your registered representative 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 paid in a lump sum to the Policy owner.
Limitations, as described in the Accelerated Benefit Rider, may apply.


                                       24


<PAGE>





   
     We will establish a lien against the Policy for the amount of the
Accelerated Benefit plus an administrative charge, plus interest on the lien. We
will first use any proceeds from the Policy to repay this lien. We will reduce
the your access to the Cash Value by the amount of the lien. We also will reduce
the proceeds payable to the beneficiary by the amount of the lien. We will
assess an administrative charge of up to $300 at the time the we pay the
Accelerated Benefit. The Accelerated Benefit will not affect the premium payable
on the Policy. Receipt of a benefit under the Accelerated Benefit Rider may give
rise to Federal or state income tax. Consult a competent tax advisor for further
information.
    

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


PAYMENT AND ALLOCATION OF PREMIUMS

ISSUING THE POLICY
   
     An individual applying for a Policy must complete an application and
personally deliver it to our licensed agent. We will only issue a Policy to an
applicant Age 85 or less who supplies evidence of insurability satisfactory to
us. The minimum Face Amount is currently $25,000, but we reserve the right to
specify a different minimum Face Amount for issuing a new Policy. Acceptance is
subject to our underwriting rules and we reserve the right to reject an
application for any reason permitted by law.
    

     COVERAGE. Coverage under a Policy begins on the later of the Issue Date or
the date we receive at least the minimum initial premium (see immediately
following section). In general, if the applicant pays at least the minimum
initial premium with the application, the Issue Date will be the later of the
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:

     o    The date the coverage under the Policy is effective.

     o    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.

     o    The date of death of the proposed Insured, any proposed additional
          Insured's, or any proposed Insured child.

     o    The 180th day after the date of the receipt for the temporary
          insurance.

    

ALLOCATING PREMIUMS
   
     We will credit the initial Net Premium and any premiums received prior to
the Initial Premium Transfer Date to the Fidelity VIP Money Market Sub-Account
on the later of the Policy Date or the date we receive your premium. On the
Initial Premium Transfer Date, we will transfer the Variable Accumulation Value
in the Fidelity VIP Money Market Sub-Account to the Fixed Account and the
    


                                       25


<PAGE>





Sub-Accounts of the Variable Account as you designated on the Policy
application. After the Initial Premium Transfer Date, we credit premiums to the
Fixed Account and the Sub-Accounts of the Variable Account as you designated on
the Policy application.

     You may change the premium 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.

     CREDITING NET PREMIUMS. We will credit Net Premiums on the latest of the
following dates:

     o    The Valuation Date following the date of underwriting approval.

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

     o    The Valuation Date on or next following the date we receive at least
          the required minimum initial premium payment.

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

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

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

     o    The applicant refuses an offer for an alternative policy.

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

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

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:

     o    In most cases, we will require that you pay cumulative premiums
          sufficient to maintain the Death Benefit Guarantee to keep the Policy
          in force during at least the first several Policy Years. See "Death
          Benefit Guarantee."

     o    We may choose not to accept any premium less than $25.

     o    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. We may waive any of these premium limitations.

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

     o    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 Code. If at any time you pay
          a premium that 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. We will
          return any part of the premium in excess of that amount, and we will
          not accept further premiums until allowed by the current maximum
          premium limitations.


                                       26


<PAGE>





   
     o    You may pay additional premiums (other than Planned Periodic Premiums)
          at any time while the Policy is in force before Age 100. We may limit
          the number and amount of these additional payments. However you may
          always pay premiums if needed to keep your Policy in force for the
          remainder of the current Policy Year.

     o    If you want to make 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 you can pay into the Policy. See "Federal Tax
          Matters -- Tax Status of the Policy".
    


PLANNED PERIODIC PREMIUMS

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

     Your Policy will show the amount and frequency of your initial Planned
Periodic Premium. 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".


PAYING PREMIUMS BY MAIL

     You may pay Planned Periodic Premiums and Unscheduled Additional Premiums
to the Company by mailing the payments to:

     ReliaStar Life Insurance Company
     P.O. Box 1880
     Minneapolis, Minnesota 55480-1880



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". Each Policy will specify the Death Benefit Guarantee Period.
For a standard rated Policy without any term insurance riders the Death Benefit
Guarantee Period expires at the Insured's Age 65 for Issue Ages 0 through 60, or
at the end of five Policy Years for Issue Ages 61 through 80, or at the end of
three Policy Years for Issue Ages 81 through 85. The Death Benefit Guarantee
Period is shorter for substandard rated policies or if any term insurance rider
is attached.
    


     In general, the two most significant benefits from the Death Benefit
Guarantee are as follows:


     o    First, during the early Policy Years, the Cash Surrender Value will
          generally not be sufficient to cover the Monthly Deduction, so that
          the Death Benefit Guarantee will be necessary to avoid lapse of the
          Policy. See "Policy Lapse and Reinstatement". This occurs because the
          Surrender Charge usually exceeds the Accumulation Value in these
          years. In this regard, you should consider that if you request an
          increase in Face Amount, an additional Surrender Charge would apply
          for the 10 years following the increase, which could create a similar
          possibility of lapse as exists during the early Policy Years.

     o    Second, to the extent the Cash Surrender Value declines due to poor
          investment performance, or due to an additional Surrender Charge after
          a requested increase, the Cash Surrender Value may not be sufficient
          even in later Policy Years to cover the Monthly Deduction, so that the
          Death Benefit Guarantee may also be necessary in later Policy Years to
          avoid lapse of the Policy.

Thus, even though the Policy permits premium payments that are less than the
Minimum Monthly Premiums, you may lose the significant protection provided by
the Death Benefit Guarantee by paying less than the Minimum Monthly Premiums.


                                       27


<PAGE>





REQUIREMENTS FOR THE DEATH BENEFIT GUARANTEE
     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. You must satisfy
the requirements for the Death Benefit Guarantee as of each Monthly Anniversary,
even though you do not have to pay premiums monthly.

     EXAMPLE: The Policy Date is January 1, 2000. 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, 2000. The $1,000 maintains the Death
          Benefit Guarantee without your paying any additional premiums for the
          next 10 months (through October 31, 2000). However, you must pay at
          least $100 by November 1, 2000 to maintain the Death Benefit Guarantee
          through November 30, 2000.

     We will determine (and the Policy will indicate) the amount of the initial
Minimum Monthly Premium at issuance of the Policy. The initial Minimum Monthly
Premium will depend upon the Insured's sex, Age at issue, Rate Class, optional
insurance benefits added by rider, and the initial Face Amount.

    The following Policy changes may change the Minimum Monthly Premium:

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

   
     o    A change in the Death Benefit Option (see "Death Benefit -- Changing
          the Death Benefit Option").
    

     o    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 you have not made sufficient premium payments to maintain the Death
Benefit Guarantee as of any Monthly Anniversary, we will send you notice of the
premium payment required to maintain the Death Benefit Guarantee. If we do not
receive the required premium payment within 61 days from the date of our notice,
the Death Benefit Guarantee will terminate. You can reinstate the Death Benefit
Guarantee within the first 5 Policy Years by paying any past due Minimum Monthly
Premiums. After the first 5 Policy Years, a lapsed 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 value attributable to the
Variable Account) plus the Fixed Accumulation Value (the value attributable to
the Fixed Account). You should distinguish the Accumulation Value 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". You
should also distinguish the Accumulation Value from the Cash Value, which
determines the amount available for Policy loans, and is the Accumulation Value
less any Surrender Charge. See "Policy Loans."

     The Variable Accumulation Value will generally vary daily and will increase
or decrease to reflect the investment performance of the Funds in which
Sub-Accounts of the Variable Account have been invested.

     We will increase the Variable Accumulation Value by:

     o  any Net Premiums credited to the Variable Account, and

     o  any transfers from the Fixed Account.

                                       28


<PAGE>





     We will reduce the Variable Accumulation Value by:

     o    the Monthly Deduction attributable to the Variable Account,

     o    partial withdrawals from the Variable Account,

     o    any transfer and partial withdrawal charges attributable to the
          Variable Account, and

     o    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").

     We will increase the Fixed Accumulation Value by:

     o    any Net Premiums credited to the Fixed Account,

     o    any interest credited to the Fixed Account (determined at our
          discretion, but guaranteed not to be less than 3%), and

     o    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").

     We will reduce the Fixed Accumulation Value by:

     o    the Monthly Deduction attributable to the Fixed Account,

     o    partial withdrawals from the Fixed Account,

     o    any transfer and partial withdrawal charges attributable to the Fixed
          Account, and

     o    any amounts transferred from the Fixed Account to the Variable
          Account.

   
     See Appendix B for a detailed discussion of the calculation of Accumulation
Value. Appendix C includes an illustration of various Accumulation Values, Cash
Surrender Values, and Death Benefits, assuming different levels of premium
payments and various investment returns for selected Ages and Face Amounts.
    

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".
    


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
(terminate). If the Death Benefit Guarantee is not in effect, the Policy will
lapse only if, as of any Monthly Anniversary, the Cash Surrender Value is less
than the Monthly Deduction due, and a grace period of 61 days expires without a
sufficient payment.

     During the early Policy Years, the Cash Surrender Value will generally not
be sufficient to cover the Monthly Deduction, so that premium payments
sufficient to maintain the Death Benefit Guarantee will be required to avoid
lapse. See "Death Benefit Guarantee".

     The Policy does not lapse, and the insurance coverage continues, until the
expiration of a 61-day grace period which begins on the date we send you written
notice indicating that the Cash Surrender


                                       29


<PAGE>





Value is less than the Monthly Deduction due. Our written notice will indicate
the amount of the payment required to avoid lapse. If you do not make a
sufficient payment within the grace period, then the Policy will lapse without
value.

     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.

     A lapsed Death Benefit Guarantee cannot be reinstated after the fifth
Policy Year.


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. We will determine the amount available for a total
surrender or partial withdrawal at the end of the Valuation Period when we
receive your written request. Generally, we will pay any amounts from the
Variable Account upon total surrender or partial withdrawal within seven days
after we receive your written request. We may postpone payments, however, in
certain circumstances. See "General Provisions -- Postponement of Payments".

TOTAL SURRENDER
   
     You may surrender the Policy at any time for its Cash Surrender Value by
making a written request. 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. Appendix C
shows an illustration of Accumulation Values, Cash Surrender Values, and Death
Benefits assuming different levels of premium payments and investment returns
for selected Ages and Face Amounts.
    

PARTIAL WITHDRAWAL
     After the first Policy Year, you may withdraw part of the Cash Surrender
Value by sending us a written request. If the amount being withdrawn exceeds
$25,000, then the written request must include a Signature Guarantee. We
currently allow only one partial withdrawal in any Policy Year. We currently
make a $10 charge for each partial withdrawal. We guarantee that this charge
will not exceed $25 for each partial withdrawal. See "Deductions and Charges --
Partial Withdrawal and Transfer Charges". The amount of any partial withdrawal
must be at least $500 and, during the first 10 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. We will determine these
proportions at the end of the Valuation Period during which we receive your
written request. For purposes of determining these proportions, we first
subtract any outstanding Loan Amount from the Fixed Accumulation Value.

     EFFECT OF PARTIAL WITHDRAWALS. We will reduce the Accumulation Value by the
amount of any partial withdrawal. We will also reduce the Death Benefit 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, we will reduce the Face Amount 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:


                                       30


<PAGE>





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

     (2) The next most recent increases successively; and

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

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

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

     If the Variable Amount Option or the Face Plus Premium 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 we deduct the amount of the partial withdrawal from the total
premiums paid in calculating whether you have paid sufficient premiums in order
to maintain the Death Benefit Guarantee.

   
     Like partial withdrawals, Policy loans are a means of withdrawing money
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 -- Tax Status of the Policy".
    


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. You must make your transfer request 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, we redeem Accumulation Units and reinvest their values in other
Sub-Accounts, or the Fixed Account, as you direct 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 (1) you have requested the
Portfolio Rebalancing service, or (2) 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:

     o  your transfer request must be postmarked no more than 30 days before or
        after the Policy Anniversary in any year, and only one transfer is
        permitted during this period,

     o  you may only transfer up to 50% of the Fixed Accumulation Value, less
        any Loan Amount, unless the balance, after the transfer, would be less
        than $1,000, in which event you may transfer the full Fixed Accumulation
        Value, less any Loan Amount, and

     o  you must transfer at least the lesser of $500 or the total Fixed
        Accumulation Value, less any Loan Amount.

   
     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:

     o  transfers between Sub-Accounts

   
     o  changes of allocations among fund options
    

                                       31


<PAGE>



By completing the telephone/fax form, you agree that we will not be liable for
any loss, liability, cost or expense when we act in accordance with the
telephone/fax transfer instructions that we receive or are recorded on voice
recording equipment. If we later determine that you did not make a telephone/fax
transfer request or the request was made without your authorization, and loss
results from such unauthorized transfer, you bear the risk of this loss. We
consider any requests made via fax as telephone requests and such requests 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. ReliaStar
will employ reasonable procedures to confirm that instructions communicated by
telephone/fax are genuine. If we do not employ such procedures, we may be liable
for any losses due to unauthorized or fraudulent instructions. Such procedures
may include, among others, requiring forms of personal identification prior to
acting upon telephone/fax instructions, providing written confirmation of such
instructions, and/or tape recording telephone instructions.

     DOLLAR COST AVERAGING SERVICE. You may request this service if your Face
Amount is at least $100,000 and your Accumulation Value, less any Loan Amount,
is at least $5,000. If you request this service, you direct us to automatically
make specific periodic transfers of a fixed dollar amount from any of the
Sub-Accounts to one or more of the Sub-Accounts or to the Fixed Account. We do
not permit transfers from the Fixed Account under this service. You may request
that we make transfers of this type 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.

     We will discontinue the Dollar Cost Averaging service immediately (1) on
receipt of any request to begin a Portfolio Rebalancing service, (2) if the
Policy is in the grace period on any date when Dollar Cost Averaging transfers
are scheduled, or (3) 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. We will also change your allocation of future Net
Premium payments to be equal to this specified percentage allocation. You may
request that we make transfers under this service on a quarterly, semi-annual,
or annual basis. This service is intended to maintain the allocation you have
selected consistent with your personal objectives.

     The Accumulation Value in each Sub-Account of the Variable Account and the
Fixed Account will grow or decline at different rates over time. Portfolio
Rebalancing will periodically transfer Accumulation Values from those accounts
that have increased in value to those accounts that have increased at a slower
rate or declined in value. If all accounts decline in value, it will transfer
Accumulation Values from those that have decreased less in value to those that
have decreased more in value. We make no guarantees that Portfolio Rebalancing
will result in a profit or protect against loss. You may discontinue this
service at any time by notifying us in writing.

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

     If you are using the Portfolio Rebalancing service, we will discontinue
this service immediately (1) on receipt of any request to change the allocation
of premiums to the Fixed Account and Sub-Account of the Variable Account, (2) on
receipt of any request to begin a Dollar Cost Averaging service, (3) upon
receipt of any request to transfer Accumulation Value among the accounts, or (4)
if the policy is in the 

                                       32


<PAGE>





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 unlimited transfers in a Policy Year,
although we reserve the right to limit you to no more than twelve 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 the first
24 transfers in a Policy Year, we reserve the right to make a charge not to
exceed $25 per transfer for the duration of the Policy. Further, no charge
currently is made for transfers to implement Dollar Cost Averaging and Portfolio
Rebalancing. See "Deductions and Charges -- Partial Withdrawal and Transfer
Charges". In no event, however, will we impose any charge 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. We will treat all transfers that are
effective on the same Valuation Date as one transfer transaction for the purpose
of assessing any transfer charge.
    



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 reserve the right to limit
loans during the first Policy year (except that persons in Indiana may take
loans during the first Policy year). The maximum amount you may borrow at any
time is equal to the loan value of the Policy, which is equal to 90% of the Cash
Value (100% in Texas) less the existing Loan Amount. 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 ($200 in Connecticut). After Age 65, we
currently allow you to borrow 100% of the Cash Surrender Value.
    

     You can make loan requests in writing or by telephoning us on any Valuation
Date. Any loan request in excess of $25,000 will require a Signature Guarantee.
Telephone loan requests cannot exceed $10,000. We currently do not require any
election form 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.
You may repay a Policy loan in whole or in part at any time.

     We will normally pay the loan proceeds to you within seven days after we
receive your request. We may postpone payment of loan proceeds to you under
certain circumstances. See "General Provisions -- Postponement of Payments".

     Payments you make generally will be treated as premium payments, rather
than Policy loan repayments, unless you indicate that we should treat the
payment 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".

     IMMEDIATE EFFECT OF POLICY LOANS. When we make a Policy loan, we will
segregate an amount equal to the Policy loan (which includes interest payable in
advance) within the Accumulation Value of your Policy and hold it in the Fixed
Account as security for the loan. As described below, you will pay interest to
us on the Policy loan, but we will also credit interest to you on the amount
held in the Fixed Account as security for the loan. We will include the amount
segregated in the Fixed Account as security for the Policy loan as part of the
Fixed Accumulation Value under the Policy, but we will credit that amount with
interest on a basis different from other amounts in the Fixed Account.



                                       33


<PAGE>






     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). We will transfer assets equal to the portion of the Policy loan coming
from the Variable Accumulation Value from the Sub-Accounts of the Variable
Account to the Fixed Account, THEREBY REDUCING THE POLICY VALUE HELD IN THE
SUB-ACCOUNTS. We do not treat these transfers as transfers for the purposes of
assessing the transfer charge or calculating 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. We will credit all amounts held in the
Fixed Account as security for Policy loans (that is, the Loan Amount) with
interest at an effective annual rate equal to 3.00%. WE WILL NOT CREDIT
ADDITIONAL INTEREST TO THESE AMOUNTS. On the Policy Anniversary, we will
allocate any interest credited on these amounts to the Fixed Account and the
Variable Account according to the premium allocation then in effect (see
"Payment and Allocation of Premiums -- Allocating Premiums").
    

     Although you may repay Policy loans in whole or in part at any time, Policy
loans will permanently affect the Policy's potential Accumulation Value. As a
result, to the extent that the Death Benefit depends upon the Accumulation Value
(see "Death Benefit -- Death Benefit Options"), Policy loans 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. We will notify you if, on any Monthly
Anniversary, the Loan Amount is greater than the Accumulation Value, less the
then applicable Surrender Charge. 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 we deduct the Loan Amount from the total premiums paid in calculating
whether you have paid sufficient premiums in order to maintain the Death Benefit
Guarantee. See "Death Benefit Guarantee".

     We will reduce proceeds payable upon the death of the Insured by any Loan
Amount.

     INTEREST. The interest rate charged on Policy loans will be an annual rate
of 4.762%, payable in advance. After the 10th Policy Year, we currently charge
interest at an annual rate of 2.913% (guaranteed not to exceed 3.382%), payable
in advance, on that portion of your Loan Amount that is not in excess of (1) the
Accumulation Value, less (2) the total of all premiums paid less all partial
withdrawals. We will charge interest on any excess of this amount at the annual
rate of 4.762%, payable in advance.

     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 you do not pay interest when due, we will
deduct it from the Cash Surrender Value as an additional Policy loan (see
"Immediate Effect of Policy Loans" above) and we will add it to the existing
Loan Amount.

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

     REPAYMENT OF LOAN AMOUNT. You may repay the Loan Amount any time. If not
repaid, we will deduct the Loan Amount from any amount payable under the Policy.
As described above, unless you provide us with notice to the contrary, we
generally will treat any payments on the Policy 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 -- Tax Status of the
Policy".
    

                                       34


<PAGE>






     1035 EXCHANGES. We reserve the right to permit a Policy Loan prior to the
first Policy Anniversary for Policies issued pursuant to a transfer of Cash
Values from another life insurance policy under Section 1035(a) of the Code, as
amended. In the event of such a Policy Loan, the Policy Loan will be treated for
all purposes as made on the Policy Issue Date.


FREE LOOK AND CONVERSION RIGHTS

FREE LOOK RIGHTS
   
     The Policy provides for a "free look" period after application for and
issuance of the Policy. The Policy also provides for a "free look" period after
any requested increase in Face Amount.

     During the free look period after application for and issuance of the
Policy, you have a right to return the Policy for cancellation. You must return
the Policy to your agent or us and ask us to cancel the Policy by midnight of
the 10th day after receiving the Policy. Upon cancellation of the Policy, you
will receive a refund of premiums paid for the Policy.

     During the free look period after a requested increase in Face Amount, you
have the right to cancel the increase. You must request cancellation of the
increase by midnight of the 10th day after receiving the new Policy Data Page
reflecting the increase. 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 cost 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 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, we make this
option available by permitting you to transfer all or a part of your Variable
Accumulation Value to the Fixed Account. For policies issued in Connecticut, you
may exchange this Policy for a different permanent fixed benefit life insurance
policy that we offer in that state. The two conversion right options are
discussed below.
    

     GENERAL OPTION. In all states except Connecticut, 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, we will not assess
any transfer charge on the transfer, and the transfer will not count against the
limit on the number of transfers. At the time of such transfer, there is no
effect on the Policy's Death Benefit, Face Amount, net amount at risk, Rate
Class(es) or Issue Age -- only the method of funding the Accumulation Value
under the Policy will be affected. See "Death Benefit", "Accumulation Value" and
Appendix A, "The Fixed Account".

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

     CONNECTICUT. 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 we
offer. We will not require any evidence of insurability 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, you must surrender the Policy 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 rate class as the Policy.
If you are converting the entire Policy, 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.


                                       35


<PAGE>





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

     (1)  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

     (2)  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. We may require an additional premium
payment. The old Policy's Surrender Charge will not be applied. 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.


ADDITIONAL INFORMATION ON THE INVESTMENTS OF THE VARIABLE ACCOUNT

INVESTMENT LIMITS
    
     Although the Variable Account currently consists of 29 investment options,
we currently only permit you to participate in a maximum of 17 investment
options over the lifetime of your Policy. The initial allocation of your premium
to the Fidelity VIP Money Market Sub-Account will count against the 17
investment option limitation. You do not have to choose your investment options
in advance, but once you participate in the 17th Fund since your Policy was
issued, you would only be able to transfer within those 17 Funds already used
and which are still available.

     The Fund shares may be available to fund benefits under both variable
annuity and variable life contracts and policies. This could 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.

     There also is a possibility that one Fund might become liable for any
misstatement, inaccuracy or incomplete disclosure in another Fund's prospectus.

     The Funds distribute dividends and capital gains. However, we automatically
reinvest distributions 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".

     ReliaStar has entered into service arrangements with the managers or
distributors of certain of the Funds. Under these arrangements, ReliaStar or its
affiliates may receive compensation from affiliates of the Funds. This
compensation is for providing administrative, recordkeeping, distribution and
other services to the Funds or their affiliates. Such compensation is paid based
upon assets invested in the particular Funds, or based on the aggregated net
asset goals. Payments of such amounts by an affiliate or affiliates of the Funds
do not increase the fees paid by the Funds or their shareholders. The percentage
paid may vary from one Fund to another.

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.

     o    We 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. We may establish new Sub-Accounts when, in our sole
          discretion, marketing needs or investment conditions warrant, and we
          will make any new Sub-Accounts available to existing Policy owners on
          a basis we determine.


                                       36


<PAGE>


     o  We may eliminate one or more Sub-Accounts, or prohibit additional new
        premium or transfers into a Sub-Account, if, in our sole discretion,
        marketing, tax, regulatory requirements or investment conditions
        warrant.

     o  We reserve the right to eliminate the shares of any of the Funds and to
        substitute shares of another Fund or of another open-end, registered
        investment company. We will not substitute any shares attributable to
        your interest in a Sub-Account of the Variable Account without notice
        and prior approval of the SEC, to the extent required by the Investment
        Company Act of 1940 or other applicable law.

     Nothing contained herein shall prevent the Variable Account from:

     o  Purchasing other securities of other Funds or classes of policies,

     o  Permitting a conversion between Funds or classes of policies on the
        basis of requests made by Policy owners, or

     o  Substituting the shares of one fund for shares of another fund in the
        event of a merger of funds or similar transaction.

     In the event of any such substitution, deletion or change, we may make
appropriate changes in this and other policies to reflect such substitution,
deletion or change. If you allocated all or a portion of your investments to any
of the current funds that are being substituted for or deleted, you may transfer
the portion of the Accumulation Value affected without paying a transfer charge.

     If we deem it to be in the best interests of persons having voting rights
under the Policies, we may:

     o  operate the Variable Account as a management company under the 1940 Act,

     o  deregister the Variable Account under the 1940 Act in the event such
        registration is no longer required, or

     o  combine the Variable Account with our other separate accounts.


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

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

     o  The Variable Account's assets 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.

     We will vote 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, 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.

     DISREGARDING 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


                                       37


<PAGE>





reasonably disapprove of such changes. We would disapprove a change 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, we will include a summary of that action and the reasons for such
action in the next annual report to owners.


PAID-UP LIFE INSURANCE OPTION
   
     Before Age 100, if the Insured is living and the Policy is in force, you
may make a written request to direct us to apply the Cash Surrender Value of the
Policy to purchase paid-up life insurance. The amount by which this insurance
will exceed its cash value cannot be greater than the amount by which the
Policy's Death Benefit exceeds the Policy's Accumulation Value. We will pay you
in cash any Cash Surrender Value not used to purchase paid-up life insurance.
Any cash paid out or Policy loans forgiven may be considered a taxable event.


GENERAL PROVISIONS
    

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

     o Change the amount and frequency of premium payments.
     o Change the allocation of premiums.
     o Change the Death Benefit Option.
     o Change the Face Amount.
     o Make transfers between accounts.
     o Surrender the Policy for cash.
     o Make a partial withdrawal for cash.
     o Receive a cash loan.
     o Assign the Policy as collateral.
     o Change the beneficiary.
     o Transfer ownership of the Policy.
     o Enjoy any other rights the Policy allows.

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

     o Plus any additional amounts provided by rider on the life of the
       Insured;
     o Plus any Policy loan interest that we have collected but not earned;
     o Minus any Loan Amount; and
     o 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. You may
also name a beneficiary whom you cannot change without his or her consent
(irrevocable beneficiary). If no beneficiary is surviving when the Insured dies,
we will pay the Death Benefit to you, if surviving, or otherwise to your estate.

POSTPONEMENT OF PAYMENTS
     We generally make payments from the Variable Account for Death Benefits,
cash surrender, partial withdrawal, or loans 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 (1) the New York Stock Exchange is
closed, other than customary weekend or holiday closings, or the SEC restricts
trading on the New York Stock Exchange, (2) the SEC by order permits
postponement for the protection of Policyholders, or (3) the SEC determines that
an emergency exists which makes disposing of securities not reasonably
practicable, or which makes it not reasonably practicable to determine the value
of the Variable Account's net assets. We may also postpone transfers and
allocations to and from any Sub-Account of the Variable Account under these
circumstances.

     We may delay any of the payments that we make from the Fixed Account for 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


                                       38


<PAGE>





we delay payment more than 30 days. We will not credit any additional interest
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 Settlement Options apply to proceeds paid:

     o At the Insured's death.

     o On total surrender of the Policy.

     We pay the proceeds to one or more payees. We may pay the proceeds in a
lump sum or we may apply the proceeds to one of the following Settlement
Options. You may request that we use a combination of Options. You must apply at
least $2,500 to any Option for each payee under that Option. Under an
installment Option, each payment must be at least $25.00. We may adjust the
interval to make each payment at least $25.00.

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


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

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

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

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

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

     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 2.0%.

   
     In determining amounts we pay under Options 3, 4,and 5, we assume interest
at an effective annual rate of 2%. Also, for Option 3 and "certain" periods
under Option 4, we credit any excess interest we may declare on funds that we
consider to be in the same classification based on the Option, restrictions on
withdrawal, and other factors.
    


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 effective date of the increase.

     If the Policy is reinstated, we measure the contestable period 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.


                                       39


<PAGE>





SUICIDE

     If the Insured commits suicide, whether sane or insane, within two years of
the Policy's Issue Date (one year in Colorado and North Dakota), 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.


TERMINATION

     The Policy terminates when any of the following occurs:

     o The Policy lapses. See "Policy Lapse and Reinstatement".
     o The Insured dies.
     o You surrender the Policy for its Cash Surrender Value.
     o We amend the Policy according to the amendment provision described below
       and you do not accept the amendment.


AMENDMENT

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

   
     o   Any SEC rulings and regulations.
     o   The Policy's qualification for treatment as a life insurance policy
         under the following:
         -- The Code 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 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 for each
Projection Report you request after the first report and after the first report
in a Policy Year.

   
     OTHER REPORTS. The Company will mail to you at your last known address of
record at least annually a report containing such information as may be required
by any applicable law. Call 1-800-456-6965 if you need copies of financial
reports, prospectuses, or historical account information.
    


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.


                                       40


<PAGE>





OPTIONAL INSURANCE BENEFITS
     The Policy can include additional benefits, in the form of riders to the
Policy, if our requirements for issuing such benefits are met. We currently
offer the following benefit riders, although some riders may not be available in
some states.

   
     ACCELERATED BENEFIT RIDER. Under certain circumstances we pay a part of
the Death Benefit to you when the Insured has been diagnosed as having a
terminal illness. See "Accelerated Benefit Rider".
    

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

     ADDITIONAL INSURED RIDER. Provides level term coverage to age 100 on a
family member 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, up to age 25.

     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.

   
     EXTENDED DEATH BENEFIT GUARANTEE RIDER. Provides a death benefit guarantee
to Age 100 for payment of the guideline annual premium each year or on a
cumulative basis.
    

     TERM INSURANCE RIDER. Provides level term insurance on the Insured if
death occurs prior to the Insured's Age 100.

     The current cost of insurance rates for the rider are different than for
the base Policy. In addition, the base Policy's Monthly Amount Charges per
$1,000 and Surrender Charge do not apply to coverage under the rider. However,
the Term Insurance Rider will cause the Death Benefit Guarantee Period of the
base Policy to be shortened.

   
     After the tenth Policy Year if the base Death Benefit is equal to the
Accumulation Value multiplied by the corridor percentage (see "Death Benefit"),
you may ask us to replace the Term Insurance Rider amount with base coverage
without providing evidence of insurability. We must replace the entire rider
amount if any amount is replaced. Neither Surrender Charges nor Monthly Amount
Charges will apply to the new additional base coverage. Cost of insurance rates
on this new additional base coverage will be equal to the cost of insurance
rates for the base coverage based on the original rider issue date.
    

     There may be times in which it will be to your economic advantage to
include a significant portion of your insurance coverage under a term rider. In
some other circumstances, it may be in your interest to obtain a Policy without
term rider coverage. These circumstances depend on many factors, including the
premium levels and amount and duration of coverage you choose, as well as the
age, sex, and rate class of the Insured.

     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.


                                       41


<PAGE>





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."

     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.


                                       42


<PAGE>





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 591/2 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, except that upon a lapse of a Policy any
outstanding Policy loan will be deemed to be distributed.
    

     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, you should consult a tax advisor
as to the tax consequences.

     MULTIPLE POLICIES. All Modified Endowment Contracts that we (or our
affiliates) issue 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, we currently make no charge 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, we may make charges for such taxes,
if any, attributable to the Variable Account.

POSSIBLE CHANGES IN TAXATION
     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


                                       43


<PAGE>





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
advisor. This discussion is based on our understanding of the present Federal
income tax laws as they are currently interpreted by the Internal Revenue
Service. We make no representations as to the likelihood of continuation of
these current laws and interpretations. In addition, the foregoing discussion is
not exhaustive and special rules not described in this Prospectus may be
applicable in certain situations. Moreover, we have made no attempt 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 by the end of the second quarter of 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 distributed by the general distributor, Washington
Square Securities, Inc., (WSSI), a Minnesota corporation, which is an affiliate
of ours. WSSI is a securities broker-dealer registered with the SEC and is a
member of the National Association of Securities Dealers, Inc. It is primarily a
mutual funds dealer and has dealer agreements under which it markets shares of
many mutual funds. It also markets limited partnerships and other tax-sheltered
or tax-deferred investments, and acts as general distributor (principal
underwriter) for variable annuity and variable life insurance products issued by
us. The Policies will be sold by licensed insurance agents who are also
registered representatives of WSSI or of other 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 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.
    


                                       44


<PAGE>





   
     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. 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 excluding any Loan Amount 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.

     For all Policies which use the Select*Life Variable Account, the aggregate
amount paid to WSSI under our Distribution Agreement was $45,011,491 in 1998,
$34,572,698 in 1997, and $30,988,102 in 1996.
    


                                       45


<PAGE>





MANAGEMENT

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


<TABLE>
<CAPTION>
                       TERM                              PRINCIPAL OCCUPATION
DIRECTORS            EXPIRES                           AND BUSINESS EXPERIENCE
- ------------------  --------- -------------------------------------------------------------------------
<S>                 <C>       <C>
Richard R. Crowl      1999      Senior Vice President, General Counsel and Secretary of ReliaStar
                                Financial Corp. since 1996; Senior Vice President and General Counsel of
                                ReliaStar Life Insurance Company, Northern Life Insurance Company,
                                ReliaStar Life Insurance Company of New York and ReliaStar United
                                Services Life Insurance Company since 1996; Senior Vice President and
                                General Counsel of Washington Square Advisers, Inc. since 1986; Vice
                                President and Associate General Counsel of ReliaStar Financial Corp. from
                                1989 to 1996; Vice President and Associate General Counsel of ReliaStar
                                Life Insurance Company from 1985 to 1996; Director and Senior Vice
                                President of various subsidiaries of ReliaStar Financial Corp.


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


John H. Flittie       1999      Vice Chairman, President and Chief Operating Officer of ReliaStar Life
                                Insurance Company since 1996; President, Chief Operating Officer, and
                                Director of ReliaStar Financial Corp. and ReliaStar Life Insurance
                                Company since 1993; Vice Chairman of ReliaStar Life Insurance Company of
                                New York since 1995; Chief Executive Officer and President of ReliaStar
                                Life Insurance Company of New York from 1996 to 1998; Chairman and
                                Director of Washington Square Securities, Inc. since 1996; Chairman and
                                Director of PrimeVest Financial Services since 1996; Vice Chairman and
                                President of ReliaStar United Services Life Insurance Company and
                                ReliaStar Life Insurance Company of New York since 1995; Senior Executive
                                Vice President and Chief Operating Officer of ReliaStar Financial Corp.
                                and ReliaStar Life Insurance Company from 1992 to 1993; Senior Executive
                                Vice President and Chief Operating Officer of ReliaStar Financial Corp.
                                from 1991 to 1992; Executive Vice President and Chief Financial Officer
                                of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from
                                1989 to 1991; Senior Vice President and Chief Financial Officer of
                                ReliaStar Financial Corp. since 1985; Director of Community First
                                BankShares, Inc. and Director and Officer of various subsidiaries of
                                ReliaStar Financial Corp.


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


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

                                       46


<PAGE>


   
<TABLE>
<CAPTION>
                          TERM                               PRINCIPAL OCCUPATION
DIRECTORS              EXPIRES                              AND BUSINESS EXPERIENCE
- ---------------------  --------- ----------------------------------------------------------------------------
<S>                    <C>       <C>
Kenneth U. Kuk           1999   Senior Vice President of ReliaStar Financial Corp. and ReliaStar Life
                                Insurance Company since 1996; Vice President, Strategic Marketing of
                                ReliaStar Financial Corp. and ReliaStar Life Insurance Company since
                                1996; Vice President of Investments of ReliaStar Financial Corp. from
                                1991 to 1996; President of Washington Square Advisers, Inc. since 1995;
                                Chairman of ReliaStar Mortgage Corporation since 1988; Director and
                                Officer of various subsidiaries of ReliaStar Financial Corp.


Susan W. A. Mead         1999   Vice President, Strategic Marketing and Planning of ReliaStar Financial
                                Corp. since 1998; Vice President, Corporate Communications and Community
                                Relations of ReliaStar Financial Corp. from 1996 to 1998; President,
                                ReliaStar Printing & Fulfillment Services of ReliaStar Financial Corp.
                                since 1996; Second Vice President, Corporate Communications and Community
                                Relations of ReliaStar Financial Corp. from 1992 to 1996; Director and
                                Officer of various subsidiaries of ReliaStar Financial Corp.

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

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

Robert C. Salipante      1999   Senior Vice President, Personal Financial Services, of ReliaStar
                                Financial Corp. and ReliaStar Life Insurance Company since 1996;
                                President and Chief Executive Officer of ReliaStar Life Insurance Company
                                of New York since 1998; Executive Vice President of ReliaStar Life
                                Insurance Company of New York from 1996 to 1998; Senior Vice President,
                                of Individual Division and Technology of ReliaStar Life Insurance Company
                                in 1996; Senior Vice President of Strategic Marketing and Technology of
                                ReliaStar Financial Corp. and ReliaStar Life Insurance Company from 1994
                                to 1996; Senior Vice President and Chief Financial Officer of ReliaStar
                                Financial Corp. and ReliaStar Life Insurance Company from 1992 to 1994;
                                Executive Vice President of Ameritrust Corporation from 1988 to 1992.


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



                                       47


<PAGE>


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

EXECUTIVE OFFICERS


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

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

   
     The following is a list of the current directors and executive officers of
the of the principal underwriter and their business addresses.
    


   
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS             POSITIONS AND OFFICES
- --------------------------   ------------------------------------------------------
<S>                          <C>
John H. Flittie*             Director; Chairman

Anne W. Dowdle*              Director

Michael J. Dubes             Director
1501 Fourth Avenue
Seattle, Washington 98111

James R. Gelder              Director
20 Security Drive
Avon, Connecticut 06001

Wayne R. Huneke*             Director

Robert C. Salipante*         Director

Jeffrey A. Montgomery*       President and Chief Executive Officer

Kenneth S. Cameranesi*       Executive Vice President and Chief Operations Officer

Gene Grayson*                Vice President, National Sales and Marketing

David Braun*                 Assistant Vice President

Karin Callanan*              Assistant Vice President

Susan M. Bergen*             Secretary

Margaret B. Wall             Treasurer and Chief Financial Officer

Loralee A. Renelt*           Assistant Secretary

Allen Kidd                   Assistant Secretary
222 North Arch Road
Richmond, Virginia 23236

</TABLE>
    

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

   
* 20 Washington Avenue South
  Minneapolis, Minnesota 55401
    

                                       48


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

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

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


MONTANA RESIDENTS
     If you are a resident of Montana, you should disregard all Policy
provisions described in the prospectus that are based on the sex of the Insured.
We will issue this Policy in Montana on a unisex basis. You also should
disregard references made to the mortality tables applicable to this Policy and
substitute these references 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
   
     The Company maintains a 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 Stewart D. Gregg,
Esquire, Attorney for the Company.


EXPERTS
   
     The financial statements of ReliaStar's Select*Life Variable Account as of
December 31, 1998 and for each of the three years then ended and the annual
consolidated financial statements of ReliaStar Life Insurance Company and
subsidiaries included in this Prospectus have been audited by Deloitte & Touche,
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.


                                       49


<PAGE>





REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION
     A Registration Statement has been filed with the SEC under the Securities
Act of 1933 with respect to the Policies. This Prospectus does not contain all
information included in the Registration Statement, its amendments and exhibits.
For further information concerning the Variable Account, the Funds, the Policies
and us, please refer to the Registration Statement.

     Statements in this Prospectus concerning provisions of the Policy and other
legal documents are summaries. Please refer to the documents as filed with the
SEC for a complete statement of the provisions of those documents.

     Information may be obtained from the SEC's principal office in Washington,
D.C., for a fee it prescribes, or examined there without charge.


FINANCIAL STATEMENTS
     The financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as of December 31, 1998 and for each
of the three years in the period then ended. The financial statements are
audited. The periods covered are not necessarily indicative of the longer term
performance of the assets held in the Variable Account.

     The financial statements of ReliaStar Life Insurance Company and
subsidiaries which are included in this Prospectus should be distinguished from
the financial statements of the Variable Account and should be considered only
as bearing upon the ability of ReliaStar Life Insurance Company to meet its
obligations under the Policies. They should not be considered as bearing on the
investment performance of the assets held in the Variable Account. These
financial statements are as of December 31, 1998 and for each of the two years
in the period ended December 31, 1998. The financial statements are audited. The
periods covered are not necessarily indicative of the longer term performance of
the Company.


                                       50


<PAGE>

                         INDEPENDENT AUDITORS' REPORT

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


     We have audited the accompanying combined statement of assets and
liabilities of ReliaStar Select*Life Variable Account as of December 31, 1998
and the related combined statements of operations and changes in policy owners'
equity for each of the years ended December 31, 1998, 1997 and 1996 (consisting
of the portfolios listed within the combined statements of operations and
changes in policy owners' equity). These financial statements are the
responsibility of the management of ReliaStar Life Insurance Company. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures include
confirmation of the securities owned as of December 31, 1998, by correspondence
with the account custodians. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
portfolios constituting the Select*Life Variable Account as of December 31, 1998
and the results of its operations and changes in its policy owners' equity for
the years ended December 31, 1998, 1997 and 1996, in conformity with generally
accepted accounting principles.





DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
February 16, 1999


                                       51


<PAGE>











                 (This page has been left blank intentionally.)















                                       52


<PAGE>





                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                 COMBINED STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1998
                         (In Thousands, Except Shares)


<TABLE>
<CAPTION>
ASSETS:                                                     SHARES          COST       MARKET VALUE
- ------------------------------------------------------   ------------   -----------   -------------
<S>                                                      <C>            <C>           <C>
Investments in mutual funds at market value:
The Alger American Fund:
 Alger American Growth Portfolio .....................      110,036      $  5,066       $  5,856
 Alger American MidCap Growth Portfolio ..............       76,499         2,007          2,209
 Alger American Small Capitalization .................       60,803         2,564          2,674
Fidelity's Variable Insurance Products Fund (VIP)
 and Variable Insurance Products II Fund (VIP II):
 Equity-Income Portfolio .............................    3,869,245        72,118         98,356
 Growth Portfolio ....................................    3,375,268        95,675        151,448
 High Income Portfolio ...............................    1,779,927        21,204         20,523
 Money Market Portfolio ..............................   13,966,601        13,967         13,967
 Overseas Portfolio ..................................    1,572,860        28,021         31,536
 Asset Manager Portfolio .............................    2,349,652        35,741         42,670
 Contrafund Portfolio . ..............................    1,908,504        34,980         46,644
 Index 500 Portfolio .................................      334,662        36,603         47,271
 Investment Grade Bond Portfolio .....................      383,976         4,673          4,976
Janus Aspen Series:
 Aggressive Growth Portfolio .........................       58,502         1,291          1,614
 Growth Portfolio ....................................      185,299         3,819          4,362
 International Growth Portfolio ......................      156,879         3,158          3,337
 Worldwide Growth Portfolio ..........................      513,585        13,481         14,940
Neuberger&Berman Advisers Management Trust:
 Limited Maturity Bond Portfolio .....................      143,481         1,975          1,983
 Partners Portfolio ..................................      519,302         9,974          9,830
Northstar Galaxy Trust:
 Northstar Growth + Value Portfolio ..................       98,487         1,584          1,848
 Northstar High Yield Bond Portfolio .................      108,511           518            528
 Northstar Emerging Growth Portfolio .................      178,831         2,262          2,525
 Northstar International Value Portfolio .............      146,098         1,586          1,619
 Northstar Multi-Sector Bond Portfolio ...............      288,488         1,458          1,393
OCC Accumulation Trust:
 Equity Portfolio ....................................       33,873         1,257          1,311
 Global Equity Portfolio .............................       47,440           739            732
 Managed Portfolio ...................................      126,269         5,442          5,523
 Small Cap Portfolio .................................       95,470         2,360          2,205
Putnam Variable Trust:
 Putnam VT Asia Pacific Growth Fund ..................      342,989         3,350          2,857
 Putnam VT Diversified Income Fund ...................      239,510         2,601          2,512
 Putnam VT Growth and Income Fund ....................    1,170,068        29,373         33,663
 Putnam VT New Opportunities Fund ....................    1,321,655        25,541         34,442
 Putnam VT Utilities Growth and Income Fund ..........      218,123         3,293          3,968
 Putnam VT Voyager Fund ..............................    1,759,215        59,584         80,660
                                                                         --------       --------
 Total Investments ...................................                   $527,265
   Total Assets ......................................                                  $679,982
                                                                                        ========
LIABILITIES AND POLICY OWNERS' EQUITY:
- -------------------------------------------------------
Due from ReliaStar Life Insurance Company
 for contract charges ................................                                  $     (6)
Policy Owners' Equity ................................                                   679,988
                                                                                        --------
 Total Liabilities and Policy Owners' Equity .........                                  $679,982
                                                                                        ========
</TABLE>

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

                                       53


<PAGE>
                       RELIASTAR SELECT*VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                        CHANGES IN POLICYOWNERS' EQUITY
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)
<TABLE>
<CAPTION>
                                                                                    TOTAL ALL FUNDS
                                                                                        COMBINED
                                                              ------------------------------------------------------------
                                                                     1998                 1997                 1996
                                                              ------------------   ------------------   ------------------
<S>                                                           <C>                  <C>                  <C>
Net investment income:
 Reinvested dividend income ...............................    $         7,644      $         5,580      $         2,990
 Reinvested capital gains .................................             34,463               14,480                8,110
 Administrative expenses ..................................             (4,152)              (2,742)              (1,935)
                                                               ---------------      ---------------      ---------------
   Net investment income (loss) and capital gains .........             37,955               17,318                9,165
                                                               ---------------      ---------------      ---------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions
  of fund shares ..........................................             12,939                6,393                3,085
 Increase (decrease) in unrealized appreciation
  of investments ..........................................             55,885               46,873               15,731
                                                               ---------------      ---------------      ---------------
   Net realized and unrealized gains (losses) .............             68,824               53,266               18,816
                                                               ---------------      ---------------      ---------------
   Additions (reductions) from operations .................            106,779               70,584               27,981
                                                               ---------------      ---------------      ---------------
Policy Owners' transactions:
 Net premium payments .....................................            184,473              141,159              108,108
 Transfers between funds and/or fixed account .............               (251)                  74                   95
 Policy loans .............................................             (5,343)              (4,385)              (2,266)
 Loan collateral interest crediting .......................                462                  292                  174
 Surrenders ...............................................            (16,659)              (8,917)              (5,080)
 Death benefits ...........................................             (1,646)                (588)                (203)
 Cost of insurance charges ................................            (34,996)             (26,634)             (19,202)
 Death benefit guarantee charges ..........................               (630)                (439)                (459)
 Monthly expense charges ..................................             (5,413)              (4,207)              (2,932)
                                                               ---------------      ---------------      ---------------
   Additions (reductions) for policy owners'
    transactions ..........................................            119,997               96,355               78,235
                                                               ---------------      ---------------      ---------------
   Net additions (reductions) for the year ................            226,776              166,939              106,216
Policy Owners' Equity, beginning of the year ..............            453,212              286,273              180,057
                                                               ---------------      ---------------      ---------------
Policy Owners' Equity, end of the year ....................    $       679,988      $       453,212      $       286,273
                                                               ===============      ===============      ===============
Units Outstanding, beginning of the year ..................     21,952,826.717       15,861,312.070       10,541,629.343
Units Outstanding, end of the year ........................     29,584,452.030       21,952,826.717       15,861,312.070

Net Asset Value per Unit:
 Select*Life I ............................................                 --                   --                   --
 Select*Life Series 2000 ..................................                 --                   --                   --
</TABLE>

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

                                       54


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
                      ALGER AMERICAN                                    ALGER AMERICAN
                     GROWTH PORTFOLIO                               MIDCAP GROWTH PORTFOLIO
- -----------------------------------------------------   --------------------------------------------------
         1998             1997              1996             1998              1997              1996
   --------------    --------------    --------------   --------------    --------------    --------------
 <S>                  <C>               <C>              <C>               <C>               <C>
   $            3    $           --    $           --   $           --    $           --    $           --
              182                --                --               61                --                --
              (16)               --                --               (8)               (1)               --
   --------------    --------------    --------------   --------------    --------------    --------------
              169                --                --               53                (1)               --
   --------------    --------------    --------------   --------------    --------------    --------------
               37                --                --              (30)               --                --
              789                 1                --              218               (16)               --
   --------------    --------------    --------------   --------------    --------------    --------------
              826                 1                --              188               (16)               --
   --------------    --------------    --------------   --------------    --------------    --------------
              995                 1                --              241               (17)               --
   --------------    --------------    --------------   --------------    --------------    --------------
            2,300               175                --            1,205               132                --
            2,512               175                --              512               263                --
              (40)               (1)               --               --                (2)               --
               --                --                --               --                --                --
              (19)               --                --               (9)               --                --
               --                --                --              (11)               --                --
             (194)               (6)               --              (82)               (5)               --
               (4)               --                --               (4)               --                --
              (28)               (1)               --              (12)               (1)               --
   --------------    --------------    --------------   --------------    --------------    --------------
            4,527               342                --            1,599               387                --
   --------------    --------------    --------------   --------------    --------------    --------------
            5,522               343                --            1,840               370                --
              343                --                --              370                --                --
   --------------    --------------    --------------   --------------    --------------    --------------
   $        5,865    $          343    $           --   $        2,210    $          370    $           --
   ==============    ==============    ==============   ==============    ==============    ==============
       34,697.106                --                --       37,772.926                --                --
      402,669.328        34,697.106                --      172,814.592        37,772.926                --
   $    14.429571    $     9.823427    $           --   $    12.659555    $     9.793978    $           --
   $    14.592177    $     9.854808    $           --   $    12.802277    $     9.825275    $           --
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]


<TABLE>
<CAPTION>
                  ALGER AMERICAN
          SMALL CAPITALIZATION PORTFOLIO
   --------------------------------------------------
        1998               1997            1996
   --------------    --------------    --------------
<S>                  <C>               <C>
   $           --    $           --    $           --
              155                --                --
               (8)               (1)               --
   --------------    --------------    --------------
              147                (1)               --
   --------------    --------------    --------------
                6                (5)               --
              133               (23)               --
   --------------    --------------    --------------
              139               (28)               --
   --------------    --------------    --------------
              286               (29)               --
   --------------    --------------    --------------
            1,373               235                --
              555               452                --
              (19)               --                --
               --                --                --
               (8)               (2)               --
               --                --                --
             (124)              (14)               --
               (6)               --                --
              (18)               (2)               --
   --------------    --------------    --------------
            1,753               669                --
   --------------    --------------    --------------
            2,039               640                --
              640                --                --
   --------------    --------------    --------------
   $        2,679    $          640    $           --
   ==============    ==============    ==============
       63,628.672                --                --
      230,199.995        63,628.672                --
   $    11.505655    $    10.039295    $           --
   $    11.635433    $    10.071361    $           --

</TABLE>

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

                                       55
<PAGE>


                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)



<TABLE>
<CAPTION>

                                                                                  FIDELITY'S VIP
                                                                               EQUITY-INCOME PORTFOLIO
                                                                 -----------------------------------------------
                                                                     1998             1997              1996
                                                                 -------------    -------------    -------------
<S>                                                              <C>              <C>              <C>
Net investment income:
 Reinvested dividend income ..................................   $       1,175    $       1,013    $          67
 Reinvested capital gains ....................................           4,180            5,096            1,929
 Administrative expenses .....................................            (705)            (551)            (458)
                                                                 -------------    -------------    -------------
   Net investment income (loss) and capital gains ............           4,650            5,558            1,538
                                                                 -------------    -------------    -------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares ...           2,533            1,778              812
 Increase (decrease) in unrealized appreciation of investments           2,086            9,445            3,943
                                                                 -------------    -------------    -------------
   Net realized and unrealized gains (losses) ................           4,619           11,223            4,755
                                                                 -------------    -------------    -------------
   Additions (reductions) from operations ....................           9,269           16,781            6,293
                                                                 -------------    -------------    -------------
Policy Owners' transactions:
 Net premium payments ........................................          18,161           17,102           15,950
 Transfers between funds and/or fixed account ................          (2,096)          (1,313)            (782)
 Policy loans ................................................          (1,121)          (1,209)            (576)
 Loan collateral interest crediting ..........................             113               76               49
 Surrenders ..................................................          (3,152)          (1,627)            (977)
 Death benefits ..............................................            (264)            (160)             (72)
 Cost of insurance charges ...................................          (4,711)          (4,240)          (3,423)
 Death benefit guarantee charges .............................            (114)            (111)            (115)
 Monthly expense charges .....................................            (659)            (596)            (475)
                                                                 -------------    -------------    -------------
   Additions (reductions) for policy owners' transactions ....           6,157            7,922            9,579
                                                                 -------------    -------------    -------------
   Net additions (reductions) for the year ...................          15,426           24,703           15,872
Policy Owners' Equity, beginning of the year .................          82,910           58,207           42,335
                                                                 -------------    -------------    -------------
Policy Owners' Equity, end of the year .......................   $      98,336    $      82,910    $      58,207
                                                                 =============    =============    =============
Units Outstanding, beginning of the year .....................   3,053,047.193    2,622,030.390    2,023,713.030
Units Outstanding, end of the year ...........................   3,348,679.958    3,053,047.193    2,622,030.390

Net Asset Value per Unit:
 Select*Life I ...............................................   $   38.822462    $   35.058961    $   27.587247
 Select*Life Series 2000 .....................................   $   23.531218    $   21.080180    $          --

</TABLE>


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

                                       56


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
                         FIDELITY'S VIP                                                  FIDELITY'S VIP
                        GROWTH PORTFOLIO                                              HIGH INCOME PORTFOLIO
- ----------------------------------------------------------------- -------------------------------------------------------------
         1998                  1997                  1996                  1998                 1997                1996
- --------------------- --------------------- --------------------- --------------------- ------------------- -------------------
 <S>                   <C>                   <C>                   <C>                   <C>                 <C>
  $             537     $             526     $             156     $           1,415     $         1,063     $           832
             14,057                 2,357                 3,939                   899                 131                 163
               (971)                 (722)                 (557)                 (160)               (132)               (103)
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
             13,623                 2,161                 3,538                 2,154               1,062                 892
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
              4,873                 2,098                   980                   210                 301                 162
             22,732                14,061                 3,837                (3,436)              1,318                 473
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
             27,605                16,159                 4,817                (3,226)              1,619                 635
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
             41,228                18,320                 8,355                (1,072)              2,681               1,527
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
             21,080                21,483                21,247                 5,161               5,072               4,359
             (1,512)               (1,822)                  329                  (469)             (1,001)               (267)
             (1,618)               (1,280)                 (758)                 (268)               (282)                (67)
                138                    92                    57                    21                  15                   9
             (4,327)               (2,498)               (1,807)                 (740)               (397)               (286)
               (370)                 (160)                  (53)                  (88)                (39)                (10)
             (6,378)               (5,741)               (4,894)               (1,230)             (1,198)               (995)
               (168)                 (163)                 (173)                  (31)                (29)                (32)
               (956)                 (876)                 (739)                 (144)               (140)               (121)
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
              5,889                 9,035                13,209                 2,212               2,001               2,590
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
             47,117                27,355                21,564                 1,140               4,682               4,117
            104,273                76,918                55,354                19,377              14,695              10,578
  -----------------     -----------------     -----------------     -----------------     ---------------     ---------------
  $         151,390     $         104,273     $          76,918     $          20,517     $        19,377     $        14,695
  =================     =================     =================     =================     ===============     ===============
      3,971,201.581         3,452,718.980         2,622,289.757           916,625.159         773,942.356         577,083.123
      4,282,470.411         3,971,201.581         3,452,718.980         1,053,934.152         916,625.159         773,942.356
  $       49.996221     $       36.130923     $       29.496120     $       28.427207     $     29.952917     $     25.660930
  $       26.727479     $       19.160956     $              --     $       15.116470     $     15.800365     $            --
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
                       FIDELITY'S VIP
                   MONEY MARKET PORTFOLIO
- -------------------------------------------------------------
         1998                 1997                1996
- --------------------- ------------------- -------------------
<S>                     <C>                 <C>
  $             669     $           556     $           417
                 --                  --                  --
                (92)                (67)                (68)
  -----------------     ---------------     ---------------
                577                 489                 349
  -----------------     ---------------     ---------------
                 --                  --                  --
                 --                  --                  --
  -----------------     ---------------     ---------------
                 --                  --                  --
  -----------------     ---------------     ---------------
                577                 489                 349
  -----------------     ---------------     ---------------
             10,376              10,226               7,798
             (7,227)             (5,733)             (4,502)
                (31)               (147)                (97)
                 18                  13                   7
               (285)               (802)               (164)
                 (7)                (43)                 (1)
               (817)               (755)               (698)
                (55)                 (8)                 (8)
                (74)                (73)                (62)
  -----------------     ---------------     ---------------
              1,898               2,678               2,273
  -----------------     ---------------     ---------------
              2,475               3,167               2,622
             11,493               8,326               5,704
  -----------------     ---------------     ---------------
  $          13,968     $        11,493     $         8,326
  =================     ===============     ===============
        875,038.346         654,425.374         454,516.667
      1,021,422.904         875,038.346         654,425.374
  $       17.399235     $     16.628903     $     15.890521
  $       12.941412     $     12.269546     $            --
</TABLE>

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

                                       57


<PAGE>


                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)



<TABLE>
<CAPTION>
                                                                                           FIDELITY'S VIP
                                                                                          OVERSEAS PORTFOLIO
                                                                     -------------------------------------------------------------
                                                                            1998                 1997                  1996
                                                                     -----------------     -----------------     -----------------
<S>                                                                  <C>                   <C>                   <C>
Net investment income:
 Reinvested dividend income ......................................   $             551     $             411     $             202
 Reinvested capital gains . ......................................               1,626                 1,630                   223
 Administrative expenses .........................................                (247)                 (220)                 (119)
                                                                     -----------------     -----------------     -----------------
   Net investment income (loss) and capital gains ................               1,930                 1,821                   306
                                                                     -----------------     -----------------     -----------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .......               1,235                   724                   354
 Increase (decrease) in unrealized appreciation of investments ...                 187                     5                 1,706
                                                                     -----------------     -----------------     -----------------
   Net realized and unrealized gains (losses) ....................               1,422                   729                 2,060
                                                                     -----------------     -----------------     -----------------
   Additions (reductions) from operations ........................               3,352                 2,550                 2,366
                                                                     -----------------     -----------------     -----------------
Policy Owners' transactions:
 Net premium payments ............................................               5,928                 7,156                 6,819
 Transfers between funds and/or fixed account ....................              (2,715)               (1,515)                 (582)
 Policy loans ....................................................                (396)                 (379)                 (235)
 Loan collateral interest crediting ..............................                  44                    28                    16
 Surrenders ......................................................                (889)                 (690)                 (493)
 Death benefits ..................................................                 (60)                  (18)                  (17)
 Cost of insurance charges .......................................              (1,589)               (1,667)               (1,500)
 Death benefit guarantee charges .................................                 (37)                  (43)                  (47)
 Monthly expense charges .........................................                (241)                 (253)                 (227)
                                                                     -----------------     -----------------     -----------------
   Additions (reductions) for policy owners' transactions ........                  45                 2,619                 3,734
                                                                     -----------------     -----------------     -----------------
   Net additions (reductions) for the year .......................               3,397                 5,169                 6,100
Policy Owners' Equity, beginning of the year .....................              28,117                22,948                16,848
                                                                     -----------------     -----------------     -----------------
Policy Owners' Equity, end of the year ...........................   $          31,514     $          28,117     $          22,948
                                                                     =================     =================     =================
Units Outstanding, beginning of the year .........................       1,733,459.426         1,536,316.506         1,229,928.330
Units Outstanding, end of the year ...............................       1,752,679.671         1,733,459.426         1,536,316.506

Net Asset Value per Unit:
 Select*Life I ...................................................   $       22.444163     $       20.066499     $       18.132967
 Select*Life Series 2000 .........................................   $       15.745282     $       13.964753     $              --

</TABLE>



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

                                       58
<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
                        FIDELITY'S VIP II                                              FIDELITY'S VIP II
                     ASSET MANAGER PORTFOLIO                                         CONTRAFUND PORTFOLIO
- ----------------------------------------------------------------- -----------------------------------------------------------
         1998                  1997                  1996                  1998                  1997               1996
- --------------------- --------------------- --------------------- --------------------- --------------------- ---------------
 <S>                   <C>                   <C>                   <C>                   <C>                   <C>
  $           1,161     $           1,010     $             840     $             180     $              94    $          --
              3,484                 2,533                   692                 1,324                   247               22
               (323)                 (270)                 (210)                 (229)                 (104)             (48)
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
              4,322                 3,273                 1,322                 1,275                   237              (26)
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
                274                   346                   169                   651                    61               25
                660                 2,222                 1,834                 7,367                 3,113            1,155
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
                934                 2,568                 2,003                 8,018                 3,174            1,180
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
              5,256                 5,841                 3,325                 9,293                 3,411            1,154
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
              5,834                 6,096                 6,607                16,875                12,617            7,406
               (717)                 (651)               (1,215)                  605                   767              730
               (482)                 (371)                 (209)                 (197)                  (66)             (21)
                 51                    38                    26                     6                     1               --
             (1,458)                 (694)                 (545)                 (882)                 (307)             (60)
                (60)                  (68)                  (25)                 (130)                  (10)              --
             (2,041)               (2,034)               (1,948)               (2,823)               (1,815)            (837)
                (52)                  (56)                  (61)                  (15)                   --               --
               (255)                 (264)                 (262)                 (512)                 (344)            (155)
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
                820                 1,996                 2,368                12,927                10,843            7,063
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
              6,076                 7,837                 5,693                22,220                14,254            8,217
             36,580                28,743                23,050                24,427                10,173            1,956
  -----------------     -----------------     -----------------     -----------------     -----------------    -------------
  $          42,656     $          36,580     $          28,743     $          46,647     $          24,427    $      10,173
  =================     =================     =================     =================     =================    =============
      2,034,040.832         1,892,481.312         1,704,151.254         1,334,244.465           686,514.792      160,147.180
      2,091,427.861         2,034,040.832         1,892,481.312         1,974,535.451         1,334,244.465      686,514.792
  $       24.280390     $       21.274161     $       17.774921     $       13.286083     $       10.304064    $          --
  $       17.348504     $       15.079031     $              --     $       23.909755     $       18.395120    $          --
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]


<TABLE>
<CAPTION>
                      FIDELITY'S VIP II
                     INDEX 500 PORTFOLIO
- -------------------------------------------------------------
         1998                 1997                1996
- --------------------- ------------------- -------------------
<S>                     <C>                 <C>
  $             278     $            95     $            33
                644                 193                  84
               (229)                (91)                (40)
  -----------------     ---------------     ---------------
                693                 197                  77
  -----------------     ---------------     ---------------
              1,033                 427                  80
              6,585               2,896                 793
  -----------------     ---------------     ---------------
              7,618               3,323                 873
  -----------------     ---------------     ---------------
              8,311               3,520                 950
  -----------------     ---------------     ---------------
             16,991               9,635               3,577
              3,742               3,272               1,125
               (264)               (104)                 (9)
                 14                   4                   1
               (670)               (188)                (76)
                (59)                 (3)                 (4)
             (2,579)             (1,225)               (447)
                (30)                 (7)                 (5)
               (434)               (226)                (86)
  -----------------     ---------------     ---------------
             16,711              11,158               4,076
  -----------------     ---------------     ---------------
             25,022              14,678               5,026
             22,261               7,583               2,557
  -----------------     ---------------     ---------------
  $          47,283     $        22,261     $         7,583
  =================     ===============     ===============
        981,434.839         441,948.368         181,509.017
      1,628,829.448         981,434.839         441,948.368
  $       29.701980     $     23.332252     $     17.724683
  $       28.934443     $     22.547720     $            --
</TABLE>

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

                                       59


<PAGE>

                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)



<TABLE>
<CAPTION>
                                                                             FIDELITY'S VIP II
                                                                            INVESTMENT GRADE BOND
                                                                                 PORTFOLIO
                                                                 --------------------------------------------
                                                                    1998             1997            1996
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
Net investment income:
 Reinvested dividend income ..................................   $        206    $        194    $        139
 Reinvested capital gains ....................................             25              --              --
 Administrative expenses .....................................            (36)            (27)            (24)
                                                                 ------------    ------------    ------------
   Net investment income (loss) and capital gains ............            195             167             115
                                                                 ------------    ------------    ------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares ...            128              16              12
 Increase (decrease) in unrealized appreciation of investments             47              94             (51)
                                                                 ------------    ------------    ------------
   Net realized and unrealized gains (losses) ................            175             110             (39)
                                                                 ------------    ------------    ------------
   Additions (reductions) from operations ....................            370             277              76
                                                                 ------------    ------------    ------------
Policy Owners' transactions:
 Net premium payments ........................................          2,363             907             986
 Transfers between funds and/or fixed account ................         (1,154)           (169)           (300)
 Policy loans ................................................            (50)            (37)            (19)
 Loan collateral interest crediting ..........................              4               2               1
 Surrenders ..................................................           (106)            (69)            (47)
 Death benefits ..............................................             (7)             (2)             (5)
 Cost of insurance charges ...................................           (280)           (225)           (211)
 Death benefit guarantee charges .............................             (7)             (5)             (6)
 Monthly expense charges .....................................            (30)            (28)            (27)
                                                                 ------------    ------------    ------------
   Additions (reductions) for policy owners' transactions ....            733             374             372
                                                                 ------------    ------------    ------------
   Net additions (reductions) for the year ...................          1,103             651             448
Policy Owners' Equity, beginning of the year .................          3,872           3,221           2,773
                                                                 ------------    ------------    ------------
Policy Owners' Equity, end of the year .......................   $      4,975    $      3,872    $      3,221
                                                                 ============    ============    ============
Units Outstanding, beginning of the year .....................    276,930.635     247,189.999     214,771.624
Units Outstanding, end of the year ...........................    333,810.100     276,930.635     247,189.999

Net Asset Value per Unit:
 Select*Life I ...............................................   $  17.100659    $  15.837535    $  14.638773
 Select*Life Series 2000 .....................................   $  13.807112    $  12.685026    $         --
</TABLE>


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

                                       60


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
               JANUS ASPEN SERIES                                JANUS ASPEN SERIES
           AGGRESSIVE GROWTH PORTFOLIO                            GROWTH PORTFOLIO
- --------------------------------------------   --------------------------------------------
    1998            1997            1996           1998            1997             1996
- ------------    ------------    ------------   ------------    ------------    ------------
<S>             <C>             <C>            <C>             <C>             <C>
$         --    $         --    $         --   $         41    $          1    $         --
          --              --              --             32              --              --
          (7)             --              --            (10)             --              --
- ------------    ------------    ------------   ------------    ------------    ------------
          (7)             --              --             63               1              --
- ------------    ------------    ------------   ------------    ------------    ------------
          95              (1)             --            (16)             --              --
         317               6              --            541               2              --
- ------------    ------------    ------------   ------------    ------------    ------------
         412               5              --            525               2              --
- ------------    ------------    ------------   ------------    ------------    ------------
         405               5              --            588               3              --
- ------------    ------------    ------------   ------------    ------------    ------------
         884             109              --          1,477             157              --
         194             156              --          2,294             136              --
          (4)              1              --              2              (3)             --
           2              --              --             --               1              --
         (15)             --              --            (74)             --              --
          --              --              --             (8)             --              --
         (88)             (6)             --           (132)             (7)             --
          (4)             --              --             (2)             --              --
         (13)             (1)             --            (22)             (1)             --
- ------------    ------------    ------------   ------------    ------------    ------------
         956             259              --          3,535             283              --
- ------------    ------------    ------------   ------------    ------------    ------------
       1,361             264              --          4,123             286              --
         264              --              --            286              --              --
- ------------    ------------    ------------   ------------    ------------    ------------
$      1,625    $        264    $         --   $      4,409    $        286    $         --
============    ============    ============   ============    ============    ============
  24,053.408              --              --     28,040.816              --              --
 110,510.717      24,053.408              --    319,301.091      28,040.816              --
$  14.550679    $  10.925142    $         --   $  13.665622    $  10.154694    $         --
$  14.714669    $  10.960002    $         --   $  13.819668    $  10.187114    $         --
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]


<TABLE>
<CAPTION>
                JANUS ASPEN SERIES
          INTERNATIONAL GROWTH PORTFOLIO
- --------------------------------------------
    1998            1997           1996
- ------------    ------------    ------------
<S>             <C>             <C>
$         35    $          1    $         --
           5              --              --
         (16)             (1)             --
- ------------    ------------    ------------
          24              --              --
- ------------    ------------    ------------
          52              (1)             --
         190             (11)             --
- ------------    ------------    ------------
         242             (12)             --
- ------------    ------------    ------------
         266             (12)             --
- ------------    ------------    ------------
       1,711             250              --
         745             623              --
         (11)             (2)             --
           1              --              --
         (18)             --              --
          --              --              --
        (167)            (13)             --
          (5)             --              --
         (26)             (2)             --
- ------------    ------------    ------------
       2,230             856              --
- ------------    ------------    ------------
       2,496             844              --
         844              --              --
- ------------    ------------    ------------
$      3,340    $        844    $         --
============    ============    ============
  87,549.532              --              --
 296,248.488      87,549.532              --
$  11.158415    $   9.594712    $         --
$  11.284244    $   9.625377    $         --

</TABLE>

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

                                       61


<PAGE>
                       RELIASTAR SELECT*VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)
<TABLE>
<CAPTION>
                                                                             JANUS ASPEN SERIES
                                                                          WORLDWIDE GROWTH PORTFOLIO
                                                                 --------------------------------------------
                                                                     1998            1997            1996
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
Net investment income:
 Reinvested dividend income ..................................  $         210    $          5    $         --
 Reinvested capital gains ....................................             81              --              --
 Administrative expenses .....................................            (57)             (3)             --
                                                                 ------------    ------------    ------------
   Net investment income (loss) and capital gains ............            234               2              --
                                                                 ------------    ------------    ------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares ...             99              --              --
 Increase (decrease) in unrealized appreciation of investments          1,475             (16)             --
                                                                 ------------    ------------    ------------
   Net realized and unrealized gains (losses) ................          1,574             (16)             --
                                                                 ------------    ------------    ------------
   Additions (reductions) from operations ....................          1,808             (14)             --
                                                                 ------------    ------------    ------------
Policy Owners' transactions:
 Net premium payments ........................................          7,344             906              --
 Transfers between funds and/or fixed account ................          4,415           1,582              --
 Policy loans ................................................            (13)             (4)             --
 Loan collateral interest crediting ..........................              1              --              --
 Surrenders ..................................................            (90)             (1)             --
 Death benefits ..............................................            (53)             --              --
 Cost of insurance charges ...................................           (755)            (49)             --
 Death benefit guarantee charges .............................            (12)             --              --
 Monthly expense charges .....................................           (106)             (7)             --
                                                                 ------------    ------------    ------------
   Additions (reductions) for policy owners' transactions ....         10,731           2,427              --
                                                                 ------------    ------------    ------------
   Net additions (reductions) for the year ...................         12,539           2,413              --
Policy Owners' Equity, beginning of the year .................          2,413              --              --
                                                                 ------------    ------------    ------------
Policy Owners' Equity, end of the year .......................  $      14,952    $      2,413    $         --
                                                                 ============    ============    ============
Units Outstanding, beginning of the year .....................    245,314.904              --              --
Units Outstanding, end of the year ...........................  1,180,179.061     245,314.904              --

Net Asset Value per Unit:
 Select*Life I ...............................................  $   12.539787    $   9.804994    $         --
 Select*Life Series 2000 .....................................  $   12.681124    $   9.836310    $         --
</TABLE>

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

                                       62


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
              NEUBERGER&BERMAN                               NEUBERGER&BERMAN
         ADVISERS MANAGEMENT TRUST                      ADVISERS MANAGEMENT TRUST
      LIMITED MATURITY BOND PORTFOLIO                       PARTNERS PORTFOLIO
- --------------------------------------------   --------------------------------------------
    1998            1997            1996           1998            1997           1996
- ------------    ------------    ------------   ------------    ------------    ------------
<S>             <C>             <C>            <C>             <C>             <C>
$         79    $         --    $         --   $         11    $         --    $         --
          --              --              --            342              --              --
          (9)             --              --            (45)             (2)             --
- ------------    ------------    ------------   ------------    ------------    ------------
          70              --              --            308              (2)             --
- ------------    ------------    ------------   ------------    ------------    ------------
         (21)             --              --           (137)              3              --
           1               7              --           (164)             20              --
- ------------    ------------    ------------   ------------    ------------    ------------
         (20)              7              --           (301)             23              --
- ------------    ------------    ------------   ------------    ------------    ------------
          50               7              --              7              21              --
- ------------    ------------    ------------   ------------    ------------    ------------
       1,242             209              --          5,576             484              --
        (296)            896              --          3,196           1,288              --
          (2)             (2)             --            (55)             (2)             --
          --              --              --              2               1              --
          (2)             --              --            (58)             (2)             --
          (5)             --              --             --              --              --
         (94)             (6)             --           (518)            (26)             --
          (2)             --              --            (11)             --              --
         (11)             (1)             --            (64)             (3)             --
- ------------    ------------    ------------   ------------    ------------    ------------
         830           1,096              --          8,068           1,740              --
- ------------    ------------    ------------   ------------    ------------    ------------
         880           1,103              --          8,075           1,761              --
       1,103              --              --          1,761              --              --
- ------------    ------------    ------------   ------------    ------------    ------------
$      1,983    $      1,103    $         --   $      9,836    $      1,761    $         --
============    ============    ============   ============    ============    ============
 107,550.694              --              --    170,599.212              --              --
 185,303.929     107,550.694              --    914,725.581     170,599.212              --
$  10.584999    $  10.221530    $         --   $  10.640408    $  10.292965    $         --
$  10.704404    $  10.254171    $         --   $  10.760407    $  10.325813    $         --
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]


<TABLE>
<CAPTION>
           NORTHSTAR GALAXY TRUST
         GROWTH + VALUE PORTFOLIO
- --------------------------------------------
    1998            1997           1996
- ------------    ------------    ------------
<S>             <C>             <C>
$         --    $          1    $         --
          14               7              --
          (8)             (1)             --
- ------------    ------------    ------------
           6               7              --
- ------------    ------------    ------------
          --               1              --
         277             (13)             --
- ------------    ------------    ------------
         277             (12)             --
- ------------    ------------    ------------
         283              (5)             --
- ------------    ------------    ------------
       1,061             187              --
          59             497              --
           4              (2)             --
          --              --              --
          (4)             (1)             --
         (94)             --              --
        (115)            (10)             --
          (3)             --              --
         (11)             (1)             --
- ------------    ------------    ------------
         897             670              --
- ------------    ------------    ------------
       1,180             665              --
         665              --              --
- ------------    ------------    ------------
$      1,845    $        665    $         --
============    ============    ============
  65,399.595              --              --
 151,938.013      65,399.595              --
$  12.022926    $  10.156905    $         --
$  12.158465    $  10.189337    $         --
 </TABLE>

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

                                       63


<PAGE>


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



<TABLE>
<CAPTION>
                                                                           NORTHSTAR GALAXY TRUST
                                                                          HIGH YIELD BOND PORTFOLIO
                                                                 --------------------------------------------
                                                                     1998           1997             1996
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
Net investment income:
 Reinvested dividend income ..................................   $         24    $          1    $         --
 Reinvested capital gains ....................................              1              --              --
 Administrative expenses .....................................             (2)             --              --
                                                                 ------------    ------------    ------------
  Net investment income (loss) and capital gains .............             23               1              --
                                                                 ------------    ------------    ------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares ...            (43)             --              --
 Increase (decrease) in unrealized appreciation of investments             11              (1)             --
                                                                 ------------    ------------    ------------
  Net realized and unrealized gains (losses) .................            (32)             (1)             --
                                                                 ------------    ------------    ------------
  Additions (reductions) from operations .....................             (9)             --              --
                                                                 ------------    ------------    ------------
Policy Owners' transactions:
 Net premium payments ........................................            482              52              --
 Transfers between funds and/or fixed account ................             35               9              --
 Policy loans ................................................              2              (2)             --
 Loan collateral interest crediting ..........................             --              --              --
 Surrenders ..................................................             (1)             --              --
 Death benefits ..............................................             (5)             --              --
 Cost of insurance charges ...................................            (28)             (2)             --
 Death benefit guarantee charges .............................             (1)             --              --
 Monthly expense charges .....................................             (3)             --              --
                                                                 ------------    ------------    ------------
  Additions (reductions) for policy owners' transactions .....            481              57              --
                                                                 ------------    ------------    ------------
  Net additions (reductions) for the year ....................            472              57              --
Policy Owners' Equity, beginning of the year .................             57              --              --
                                                                 ------------    ------------    ------------
Policy Owners' Equity, end of the year .......................   $        529    $         57    $         --
                                                                 ============    ============    ============
Units Outstanding, beginning of the year .....................      5,488.146              --              --
Units Outstanding, end of the year ...........................     50,566.068       5,488.146              --

Net Asset Value per Unit:
 Select*Life I ...............................................   $  10.351379    $  10.373728    $         --
 Select*Life Series 2000 .....................................   $  10.468149    $  10.406855    $         --
</TABLE>

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

                                       64


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
              NORTHSTAR GALAXY TRUST                       NORTHSTAR GALAXY TRUST
           EMERGING GROWTH PORTFOLIO                     INTERNATIONAL VALUE PORTFOLIO
- --------------------------------------------    -------------------------------------------
   1998             1997            1996            1998            1997           1996
- ------------    ------------    ------------    ------------    ------------    ------------
<S>             <C>             <C>             <C>             <C>             <C>
$         58    $         36    $         13    $         21    $          1    $         --
         107               9              38              68              --              --
         (11)             (5)             (3)             (7)             --              --
- ------------    ------------    ------------    ------------    ------------    ------------
         154              40              48              82               1              --
- ------------    ------------    ------------    ------------    ------------    ------------
          10               3               2              47              --              --
         181              83              (2)             33              --              --
- ------------    ------------    ------------    ------------    ------------    ------------
         191              86              --              80              --              --
- ------------    ------------    ------------    ------------    ------------    ------------
         345             126              48             162               1              --
- ------------    ------------    ------------    ------------    ------------    ------------
         990             826             413             975             144              --
          (2)             47              68             218             258              --
         (13)            (11)             --              (4)             --              --
          --              --              --               2              --              --
         (27)            (21)             --              (9)             (2)             --
          --              (1)             --              --              --              --
        (179)            (96)            (39)            (96)             (8)             --
          (1)             --              --              (3)             --              --
         (30)            (19)             (7)            (11)             (1)             --
- ------------    ------------    ------------    ------------    ------------    ------------
         738             725             435           1,072             391              --
- ------------    ------------    ------------    ------------    ------------    ------------
       1,083             851             483           1,234             392              --
       1,441             590             107             392              --              --
- ------------    ------------    ------------    ------------    ------------    ------------
$      2,524    $      1,441    $        590    $      1,626    $        392    $         --
============    ============    ============    ============    ============    ============
  90,105.753      42,551.251       8,746.326      38,707.007              --              --
 134,480.431      90,105.753      42,551.251     137,264.427      38,707.007              --
$  12.082938    $  10.383806    $         --    $  11.712172    $  10.097293    $         --
$  18.810805    $  16.036372    $         --    $  11.844211    $  10.129526    $         --
</TABLE>


[WIDE TABLE CONTINUED FROM ABOVE]


<TABLE>
<CAPTION>
                 NORTHSTAR GALAXY TRUST
               MULTI-SECTOR BOND PORTFOLIO
- ---------------------------------------------------------
        1998                 1997               1996
- -------------------- -------------------- ---------------
<S>                     <C>                <C>
   $          77        $          34      $        14
              --                    3                5
              (7)                  (3)              (1)
   -------------        -------------      -----------
              70                   34               18
   -------------        -------------      -----------
             (16)                   2                1
             (56)                 (12)               3
   -------------        -------------      -----------
             (72)                 (10)               4
   -------------        -------------      -----------
              (2)                  24               22
   -------------        -------------      -----------
             866                  296              124
              58                   42               52
              (5)                  (8)              --
              --                   --               --
             (13)                 (13)              --
              --                   (1)              --
             (86)                 (41)             (15)
              (3)                  --               --
             (12)                  (5)              (2)
   -------------        -------------      -----------
             805                  270              159
   -------------        -------------      -----------
             803                  294              181
             589                  295              114
   -------------        -------------      -----------
   $       1,392        $         589      $       295
   =============        =============      ===========
      41,273.079           22,576.638        9,904.096
      96,571.672           41,273.079       22,576.638
   $   10.296187        $   10.240441      $        --
   $   14.457253        $   14.264010      $        --
</TABLE>

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

                                       65
<PAGE>
                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)
<TABLE>
<CAPTION>
                                                                           OCC ACCUMULATION TRUST
                                                                              EQUITY PORTFOLIO
                                                                 --------------------------------------------
                                                                     1998           1997            1996
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
Net investment income:
 Reinvested dividend income ..................................   $          3    $         --    $         --
 Reinvested capital gains ....................................             12              --              --
 Administrative expenses .....................................             (5)             --              --
                                                                 ------------    ------------    ------------
   Net investment income (loss) and capital gains ............             10              --              --
                                                                 ------------    ------------    ------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares ...              6               1              --
 Increase (decrease) in unrealized appreciation of investments             46               8              --
                                                                 ------------    ------------    ------------
   Net realized and unrealized gains (losses) ................             52               9              --
                                                                 ------------    ------------    ------------
   Additions (reductions) from operations ....................             62               9              --
                                                                 ------------    ------------    ------------
Policy Owners' transactions:
 Net premium payments ........................................            822              52              --
 Transfers between funds and/or fixed account ................            297             151              --
 Policy loans ................................................              1              (2)             --
 Loan collateral interest crediting ..........................             --              --              --
 Surrenders ..................................................            (10)             --              --
 Death benefits ..............................................             --              --              --
 Cost of insurance charges ...................................            (59)             (2)             --
 Death benefit guarantee charges .............................             (1)             --              --
 Monthly expense charges .....................................             (9)             --              --
                                                                 ------------    ------------    ------------
   Additions (reductions) for policy owners' transactions ....          1,041             199              --
                                                                 ------------    ------------    ------------
   Net additions (reductions) for the year ...................          1,103             208              --
Policy Owners' Equity, beginning of the year .................            208              --              --
                                                                 ------------    ------------    ------------
Policy Owners' Equity, end of the year .......................   $      1,311    $        208    $         --
                                                                 ============    ============    ============
Units Outstanding, beginning of the year .....................     19,312.138              --              --
Units Outstanding, end of the year ...........................    109,118.612      19,312.138              --

Net Asset Value per Unit:
 Select*Life I ...............................................   $  11.895001    $  10.719660    $         --
 Select*Life Series 2000 .....................................   $  12.029100    $  10.753858    $         --
</TABLE>

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

                                       66
<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
             OCC ACCUMULATION TRUST                        OCC ACCUMULATION TRUST
            GLOBAL EQUITY PORTFOLIO                          MANAGED PORTFOLIO
- --------------------------------------------   --------------------------------------------
    1998            1997            1996           1998            1997            1996
- ------------    ------------    ------------   ------------    ------------    ------------
<S>             <C>             <C>            <C>             <C>             <C>
$          8    $          1    $         --   $         17    $         --    $         --
          28              14              --             56              --              --
          (4)             (1)             --            (24)             (1)             --
- ------------    ------------    ------------   ------------    ------------    ------------
          32              14              --             49              (1)             --
- ------------    ------------    ------------   ------------    ------------    ------------
          (5)             (1)             --              2              --              --
          22             (29)             --             74               7              --
- ------------    ------------    ------------   ------------    ------------    ------------
          17             (30)             --             76               7              --
- ------------    ------------    ------------   ------------    ------------    ------------
          49             (16)             --            125               6              --
- ------------    ------------    ------------   ------------    ------------    ------------
         348              51              --          3,191             357              --
          86             272              --          1,487             804              --
          (2)              1              --             (1)             (1)             --
          --              --              --             --              --              --
          (7)             --              --            (17)             --              --
          --              --              --            (76)             --              --
         (39)             (5)             --           (294)            (16)             --
          (1)             --              --             (4)             --              --
          (5)             (1)             --            (32)             (1)             --
- ------------    ------------    ------------   ------------    ------------    ------------
         380             318              --          4,254           1,143              --
- ------------    ------------    ------------   ------------    ------------    ------------
         429             302              --          4,379           1,149              --
         302              --              --          1,149              --              --
- ------------    ------------    ------------   ------------    ------------    ------------
$        731    $        302    $         --   $      5,528    $      1,149    $         --
============    ============    ============   ============    ============    ============
  31,784.854              --              --    112,854.997              --              --
  67,997.586      31,784.854              --    507,204.969     112,854.997              --
$  10.662721    $   9.487891    $         --   $  10.778607    $  10.143089    $         --
$  10.782965    $   9.518205    $         --   $  10.900163    $  10.175476    $         --
</TABLE>

[WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
           OCC ACCUMULATION TRUST
            SMALL CAP PORTFOLIO
- --------------------------------------------
     1998            1997           1996
- ------------    ------------    ------------
<S>             <C>             <C>
$          3    $         --    $         --
          33              --              --
         (10)             (1)             --
- ------------    ------------    ------------
          26              (1)             --
- ------------    ------------    ------------
         (13)             --              --
        (151)             (4)             --
- ------------    ------------    ------------
        (164)             (4)             --
- ------------    ------------    ------------
        (138)             (5)             --
- ------------    ------------    ------------
       1,525             254              --
         340             420              --
          (4)             --              --
          --              --              --
          (6)             --              --
          --              --              --
        (140)            (10)             --
          (3)             --              --
         (18)             (1)             --
- ------------    ------------    ------------
       1,694             663              --
- ------------    ------------    ------------
       1,556             658              --
         658              --              --
- ------------    ------------    ------------
$      2,214    $        658    $         --
============    ============    ============
  64,284.089              --              --
 237,553.351      64,284.089              --
$   9.223192    $  10.220080    $         --
$   9.327299    $  10.252721    $         --
</TABLE>

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

                                       67


<PAGE>





                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)



<TABLE>
<CAPTION>
                                                                                  PUTNAM VT
                                                                             ASIA PACIFIC GROWTH
                                                                                     FUND
                                                                 --------------------------------------------
                                                                     1998            1997            1996
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
Net investment income:
 Reinvested dividend income ..................................   $        105    $         39    $          8
 Reinvested capital gains ....................................             --              --              --
 Administrative expenses .....................................            (18)            (15)             (8)
                                                                 ------------    ------------    ------------
   Net investment income (loss) and capital gains ............             87              24              --
                                                                 ------------    ------------    ------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares ...             (4)              4              14
 (Increase) decrease in unrealized appreciation of investments           (145)           (410)             54
                                                                 ------------    ------------    ------------
   Net realized and unrealized (losses) gains ................           (149)           (406)             68
                                                                 ------------    ------------    ------------
   Additions (reductions) from operations ....................            (62)           (382)             68
                                                                 ------------    ------------    ------------
Policy Owners' transactions:
 Net premium payments ........................................          1,150           1,417           1,193
 Transfers between funds and/or fixed account ................           (206)           (122)            204
 Policy loans ................................................            (14)             (9)             (2)
 Loan collateral interest crediting ..........................              1              --              --
 Surrenders ..................................................            (51)            (24)             (5)
 Death benefits ..............................................             (1)             (2)             --
 Cost of insurance charges ...................................           (183)           (194)           (130)
 Death benefit guarantee charges .............................             (1)             --              --
 Monthly expense charges .....................................            (32)            (34)            (21)
                                                                 ------------    ------------    ------------
   Additions (reductions) for policy owners' transactions ....            663           1,032           1,239
                                                                 ------------    ------------    ------------
   Net additions (reductions) for the year ...................            601             650           1,307
Policy Owners' Equity, beginning of the year .................          2,258           1,608             301
                                                                 ------------    ------------    ------------
Policy Owners' Equity, end of the year .......................   $      2,859    $      2,258    $      1,608
                                                                 ============    ============    ============
Units Outstanding, beginning of the year .....................    236,947.013     144,086.091      29,436.771
Units Outstanding, end of the year ...........................    317,373.587     236,947.013     144,086.091

Net Asset Value per Unit:
 Select*Life I ...............................................   $         --    $         --    $         --
 Select*Life Series 2000 .....................................   $   9.003039    $   9.525464    $         --

</TABLE>


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

                                       68


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
                    PUTNAM VT                                 PUTNAM VT
             DIVERSIFIED INCOME FUND                   GROWTH AND INCOME FUND
- --------------------------------------------    --------------------------------------------
     1998            1997            1996            1998            1997            1996
- ------------    ------------    ------------    ------------    ------------    ------------
<S>             <C>             <C>             <C>             <C>             <C>
$         88    $         86    $         63    $        458    $        283    $        117
          37              14              --           2,991             690             204
         (18)            (13)            (10)           (201)           (120)            (60)
- ------------    ------------    ------------    ------------    ------------    ------------
         107              87              53           3,248             853             261
- ------------    ------------    ------------    ------------    ------------    ------------
          18              16              10             435             123             125
        (182)              6              25             243           2,475           1,043
- ------------    ------------    ------------    ------------    ------------    ------------
        (164)             22              35             678           2,598           1,168
- ------------    ------------    ------------    ------------    ------------    ------------
         (57)            109              88           3,926           3,451           1,429
- ------------    ------------    ------------    ------------    ------------    ------------
         895             785             696          10,650          10,331           6,047
         (71)           (100)            (65)         (1.739)          1,033           1,274
         (10)            (10)             (4)           (145)            (71)            (38)
           1              --              --              10               3               1
         (53)            (27)            (17)           (753)           (288)           (109)
          (1)             (3)             (1)           (129)            (27)             (5)
        (166)           (130)            (92)         (2,010)         (1,524)           (784)
          (1)             --              (1)            (14)             (4)             (2)
         (24)            (21)            (15)           (333)           (252)           (130)
- ------------    ------------    ------------    ------------    ------------    ------------
         570             494             501           5,537           9,201           6,254
- ------------    ------------    ------------    ------------    ------------    ------------
         513             603             589           9,463          12,652           7,683
       1,998           1,395             806          24,199          11,547           3,864
- ------------    ------------    ------------    ------------    ------------    ------------
$      2,511    $      1,998    $      1,395    $     33,662    $     24,199    $     11,547
============    ============    ============    ============    ============    ============
 150,285.794     112,611.941      70,401.445    1,169,049.817    691,973.875     282,045.753
 191,652.487     150,285.794     112,611.941    1,409,556.585   1,169,049.817    691,973.875
$  13.128436    $  13.418177    $  12.597066    $  23.505531    $  20.529605    $  16.669506
   13.108403    $  13.290543    $         --    $  23.912286    $  20.717931    $         --

</TABLE>

[WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>

                   PUTNAM VT
             NEW OPPORTUNITIES FUND
  --------------------------------------------
      1998            1997            1996
  ------------   -------------    ------------
<S>              <C>             <C>
 $          --    $         --    $         --
           353              --              --
          (175)            (92)            (44)
  ------------   -------------    ------------
           178             (92)            (44)
  ------------   -------------    ------------
           416             239              99
         5,506           3,361             (86)
  ------------   -------------    ------------
         5,922           3,600              13
  ------------   -------------    ------------
         6,100           3,508             (31)
  ------------   -------------    ------------
        11,786          11,656           8,025
        (1,903)           (862)          1,664
          (121)           (100)             (8)
             4               1              --
          (683)           (271)            (64)
           (44)             (8)             --
        (2,195)         (1,770)           (804)
            (5)             --              --
          (412)           (343)           (154)
  ------------   -------------    ------------
         6,427           8,303           8,659
  ------------   -------------    ------------
        12,527          11,811           8,628
        21,924          10,113           1,485
  ------------   -------------    ------------
 $      34,451   $      21,924    $     10,113
  ============   =============    ============
 1,197,940.702     681,263.859     110,223.166
 1,513,397.971   1,197,940.702     681,263.859
 $         --    $          --    $         --
 $   22.763799   $   18.301715    $         --

</TABLE>

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

                                       69
<PAGE>

                       RELIASTAR SELECT*VARIABLE ACCOUNT
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1998, 1997 and 1996
                                (In Thousands)



<TABLE>
<CAPTION>
                                                                                  PUTNAM VT
                                                                            UTILITIES GROWTH AND
                                                                                  INCOME FUND
                                                                   --------------------------------------------
                                                                       1998            1997           1996
                                                                   ------------    ------------    ------------
<S>                                                                <C>             <C>             <C>
Net investment income:
 Reinvested dividend income ....................................   $         87    $         61    $         41
 Reinvested capital gains ......................................            149              84              --
 Administrative expenses .......................................            (24)            (14)            (11)
                                                                   ------------    ------------    ------------
   Net investment income (loss) and capital gains ..............            212             131              30
                                                                   ------------    ------------    ------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .....            149              40              71
 Increase (decrease) in unrealized appreciation of investments .            100             338              83
                                                                   ------------    ------------    ------------
   Net realized and unrealized gains (losses) ..................            249             378             154
                                                                   ------------    ------------    ------------
   Additions (reductions) from operations ......................            461             509             184
                                                                   ------------    ------------    ------------
Policy Owners' transactions:
 Net premium payments ..........................................          1,035             903             663
 Transfers from (to) fixed account .............................            108              50            (104)
 Policy loans ..................................................            (34)            (17)            (36)
 Loan collateral interest crediting ............................              2               1               1
 Surrenders ....................................................            (96)            (24)            (35)
 Death benefits ................................................             (4)             (3)             (4)
 Cost of insurance charges .....................................           (237)           (168)           (117)
 Death benefit guarantee charges ...............................             (3)             (1)             (1)
 Monthly expense charges .......................................            (37)            (26)            (19)
                                                                   ------------    ------------    ------------
   Additions (reductions) for policy owners' transactions ......            734             715             348
                                                                   ------------    ------------    ------------
   Net additions (reductions) for the year .....................          1,195           1,224             532
Policy Owners' Equity, beginning of the year ...................          2,771           1,547           1,015
                                                                   ------------    ------------    ------------
Policy Owners' Equity, end of the year .........................   $      3,966    $      2,771    $      1,547
                                                                   ============    ============    ============
Units Outstanding, beginning of the year .......................    152,514.030     107,970.108      81,748.531
Units Outstanding, end of the year .............................    190,123.952     152,514.030     107,970.108

Net Asset Value per Unit:
 Select*Life I .................................................   $  20.947449    $  18.375382    $  14.583970
 Select*Life Series 2000 .......................................   $  20.861089    $  18.153329    $         --
</TABLE>



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

                                       70


<PAGE>
                     COMBINED STATEMENTS OF OPERATIONS AND
                  CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
<TABLE>
<CAPTION>
                   PUTNAM VT
                 VOYAGER FUND
- --------------------------------------------
    1998            1997            1996
- -------------    ------------    ------------
<S>             <C>             <C>
$         144   $          68   $          48
        3,517           1,472             811
         (470)           (284)           (171)
- -------------    ------------    ------------
        3,191           1,256             688
- -------------    ------------    ------------
          915             218             169
       10,198           7,940             921
- -------------    ------------    ------------
       11,113           8,158           1,090
- -------------    ------------    ------------
       14,304           9,414           1,778
- -------------    ------------    ------------
       22,816          20,897          16,198
       (1,602)            169           2,466
         (428)           (263)           (187)
           27              16               6
       (2,127)           (969)           (395)
         (170)            (40)             (6)
       (4,567)         (3,626)         (2,268)
          (27)            (12)             (8)
         (839)           (683)           (430)
- -------------    ------------    ------------
       13,083          15,489          15,376
- -------------    ------------    ------------
       27,387          24,903          17,154
       53,267          28,364          11,210
- -------------    ------------    ------------
$      80,654   $      53,267   $      28,364
=============    ============    ============
2,601,649.957   1,750,710.230     781,013.273
3,169,909.581   2,601,649.957   1,750,710.230
$   25.423734   $   20.608071   $   16.420248
$   25.445248   $   20.460670   $          --
</TABLE>

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

                                       71


<PAGE>





                    RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION:

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

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



<TABLE>
<CAPTION>
THE ALGER AMERICAN FUND               FIDELITY VIP                FIDELITY VIP II
- -----------------------------------   -------------------------   --------------------------------
<S>                                   <C>                         <C>
Growth Portfolio                      Equity-Income Portfolio     Asset Manager Portfolio
MidCap Growth Portfolio               Growth Portfolio            Contrafund Portfolio
Small Capitalization Portfolio        High Income Portfolio       Index 500 Portfolio
                                      Money Market Portfolio      Investment Grade Bond Portfolio
                                      Overseas Portfolio

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

NORTHSTAR GALAXY TRUST                OCC ACCUMULATION TRUST      PUTNAM VARIABLE TRUST
- ----------------------------------    -------------------------   -----------------------------------
Growth + Value Fund Portfolio         Equity Portfolio            Putnam VT Asia Pacific Growth Fund
High Yield Bond Portfolio             Global Equity Portfolio     Putnam VT Diversified Income Fund
Emerging Growth Portfolio             Managed Portfolio           Putnam VT Growth and Income Fund
International Value Portfolio         Small Capitalization        Putnam VT New Opportunities Fund
Multi-Sector Bond Portfolio              Portfolio                Putnam VT Utilities Growth and
                                                                    Income Fund
                                                                  Putnam VT Voyager Fund
</TABLE>

   Fred Alger Management, Inc. is the investment adviser for the three
   portfolios of The Alger American Fund and is paid fees for its services by
   The Alger American Funds Portfolios. Fidelity Management & Research Company
   is the investment adviser for Fidelity Variable Insurance Products Fund (VIP)
   and Variable Insurance Products Fund II (VIP II) and is paid for its services
   by the VIP and VIP II Portfolios. Janus Capital Corporation is the investment
   adviser for the four portfolios of Janus Aspen Series and is paid fees for
   its services by the Janus Aspen Series Portfolios. Neuberger&Berman
   Management is the investment adviser for the two portfolios of the Advisers
   Management Trust and is paid fees for its services by the Neuberger&Berman
   Advisers Management Trust Funds. Northstar Investment Management Corporation,
   an affiliate of ReliaStar Life, is the investment adviser for the five
   Northstar Galaxy Trust Portfolios and is paid fees for its services by the
   Portfolios. OpCap Advisors is the investment adviser for the four Portfolios
   of the OCC Accumulation Trust and is paid fees for its services by the OCC
   Accumulation Trust Funds. Putnam Investment Management, Inc. is the
   investment adviser for Putnam Variable Trust and is paid fees for its
   services by Putnam Variable Trust. See the related funds' prospectuses for
   further information. On May 3, 1993, ReliaStar Life added the sub-accounts
   investing in shares of Index 500 Portfolio. On January 1, 1994, sub-accounts
   investing in Putnam VT Diversified Income Fund, Putnam VT Growth and Income
   Fund, Putnam VT Utilities Growth and Income Fund and Putnam VT Voyager Fund
   were made available through the Select*Life Series 2000 policies and on May
   2, 1994, sub-accounts investing in Putnam Variable Trust were made available
   to Select*Life I policies. On December 30, 1994, sub-accounts investing in
   the Northstar Galaxy Trust Portfolios were made available to Select*Life
   Series 2000 policies. On April 30, 1995, sub-accounts investing in the VIP II
   Contrafund Portfolio, Putnam VT Asia Pacific Growth Fund and Putnam VT New
   Opportunities Fund were made available to Select*Life Series 2000 policies.



                                       72


<PAGE>





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

   
1. ORGANIZATION, CONTINUED:
    

   On August 8, 1997, sub-accounts investing in Northstar Galaxy Trust Growth +
   Value Portfolio, Northstar Galaxy Trust High Yield Bond Portfolio, Northstar
   Galaxy Trust International Value Portfolio, Alger American, Janus Aspen
   Series, OCC Accumulation Trust, and Neuberger&Berman Management Trust were
   made available to Select*Life policies.

   On July 29, 1998, Northstar Variable Trust Portfolio changed its name to
   Northstar Galaxy Trust Portfolio (GT). Also on July 29, 1998, the Northstar
   Variable Trust Growth Portfolio changed its name to Northstar Galaxy Trust
   Growth + Value Portfolio.

   On November 9, 1998, Northstar Galaxy Trust Income and Growth Portfolio
   changed its name to Northstar Galaxy Trust Emerging Growth Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES:

   SECURITIES VALUATION TRANSACTIONS AND RELATED INVESTMENT INCOME:

   The market value of investments in the sub-accounts is based on the closing
   net asset values of the fund shares held at the end of the year. Investment
   transactions are accounted for on the trade date (date the order to purchase
   or redeem is executed) and dividend income and capital gain distributions are
   recorded on the ex-dividend date. Net realized gains and losses on
   redemptions of shares of the funds are determined on the basis of specific
   identification of fund share costs.

3. FEDERAL INCOME TAXES:

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

4. POLICY CHARGES:

   Certain charges are made by ReliaStar Life to Policy Owners' Variable
   Accumulation Values in the Account in accordance with the terms of the
   policies. These charges may include: cost of insurance, computed as set forth
   in the policies; a monthly expense charge as set forth in the policies: death
   benefit guarantee charge; optional insurance benefit charges based upon the
   policy terms for optional benefits; and surrender charges and sales charge
   refunds, as set forth in the policies.


                                       73


<PAGE>





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

5. INVESTMENTS:

   For the year ended December 31, 1998, investment activity in the funds was as
   follows (in thousands):


<TABLE>
<CAPTION>
                                                                COST OF       PROCEEDS
INVESTING FUND                                                 PURCHASES     FROM SALES
- -----------------------------------------------------------   -----------   -----------
<S>                                                           <C>           <C>
      The Alger American Fund:
       Alger American Growth Portfolio ....................    $  7,063      $  2,374
       Alger American MidCap Growth Portfolio .............       7,361         5,711
       Alger American Small Capitalization ................       7,351         5,457
      Fidelity's VIP and VIP II:
       Equity-Income Portfolio ............................      16,847         6,047
       Growth Portfolio ...................................      28,954         9,428
       High Income Portfolio ..............................      11,682         7,318
       Money Market Portfolio .............................      51,397        48,927
       Overseas Portfolio .................................      10,913         8,935
       Asset Manager Portfolio ............................       7,340         2,197
       Contrafund Portfolio ...............................      16,538         2,335
       Index 500 Portfolio ................................      24,771         7,382
       Investment Grade Bond Portfolio ....................       3,908         2,980
      Janus Aspen Series:
       Aggressive Growth Portfolio ........................       3,903         2,961
       Growth Portfolio ...................................       4,263           711
       International Growth Portfolio .....................       7,833         5,581
       Worldwide Growth Portfolio .........................      14,821         3,868
      Neuberger&Berman Advisers Management Trust:
       Limited Maturity Bond Portfolio ....................       1,801           901
       Partners Portfolio .................................       9,517         1,147
      Northstar Galaxy Trust:
       Northstar Growth + Value Portfolio .................       1,172           268
       Northstar High Yield Bond Portfolio ................       1,208           705
       Northstar Emerging Growth Portfolio ................       1,003           111
       Northstar International Value Portfolio ............       6,442         5,295
       Northstar Multi-Sector Bond Portfolio ..............       1,501           615
      OCC Accumulation Trust:
       Equity Portfolio ...................................       1,141            90
       Global Equity Portfolio ............................         965           553
       Managed Portfolio ..................................       4,947           650
       Small Cap Portfolio ................................       1,825           114
      Putnam Variable Trust:
       Putnam VT Asia Pacific Growth Fund .................       4,858         4,109
       Putnam VT Diversified Income Fund ..................         955           277
       Putnam VT Growth and Income Fund ...................      10,546         1,759
       Putnam VT New Opportunities Fund ...................      10,410         3,810
       Putnam VT Utilities Growth and Income Fund .........       2,136         1,186
       Putnam VT Voyager Fund .............................      20,487         4,208
                                                               --------      --------
       Total ..............................................    $305,859      $148,010
                                                               ========      ========
</TABLE>

                                       74


<PAGE>





                         INDEPENDENT AUDITORS' REPORT




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


     We have audited the accompanying consolidated balance sheets of ReliaStar
Life Insurance Company and Subsidiaries (the Company) as of December 31, 1998
and 1997, and the related statements of income, shareholder's equity, and cash
flows for each of the two years in the period ended December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ReliaStar
Life Insurance Company and Subsidiaries as of December 31, 1998 and 1997 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1998 in conformity with generally accepted
accounting principles.





DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
February 4, 1999

                                       75


<PAGE>





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

                          CONSOLIDATED BALANCE SHEETS

                                 (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                               -------------------------------
                                                                    1998             1997
                                                               --------------   --------------
<S>                                                            <C>              <C>
                                                  ASSETS
Fixed Maturity Securities (Amortized Cost: 1998, $11,106.5;
 1997, $10,655.9) ..........................................    $  11,609.9      $  11,146.7
Equity Securities (Cost: 1998, $48.1; 1997, $21.2) .........           49.1             23.0
Mortgage Loans on Real Estate ..............................        2,154.8          2,270.7
Real Estate and Leases .....................................           53.3             74.5
Policy Loans ...............................................          702.3            663.3
Other Invested Assets ......................................          113.5             81.3
Short-Term Investments .....................................          116.0            130.3
                                                                -----------      -----------
 Total Investments .........................................       14,798.9         14,389.8
Cash .......................................................             --             23.5
Accounts and Notes Receivable ..............................          245.1            176.7
Reinsurance Receivable .....................................          417.7            324.4
Deferred Policy Acquisition Costs ..........................        1,215.5          1,091.9
Present Value of Future Profits ............................          422.5            480.0
Property and Equipment, Net ................................          110.0            106.3
Accrued Investment Income ..................................          195.8            200.6
Other Assets ...............................................          272.0            552.3
Participation Fund Account Assets ..........................          311.6            316.6
Assets Held in Separate Accounts ...........................        4,310.6          3,149.3
                                                                -----------      -----------
 Total Assets ..............................................    $  22,299.7      $  20,811.4
                                                                ===========      ===========
                                              LIABILITIES
Future Policy and Contract Benefits ........................    $  13,519.8      $  13,329.4
Pending Policy Claims ......................................          431.8            338.2
Other Policyholder Funds ...................................          304.6            286.5
Notes and Mortgages Payable -- Unaffiliated ................            8.2            252.7
Note Payable -- Parent .....................................          100.0            100.0
Income Taxes ...............................................          225.4            205.2
Other Liabilities ..........................................          529.8            463.0
Participation Fund Account Liabilities .....................          311.6            316.6
Liabilities Related to Separate Accounts ...................        4,305.1          3,143.8
                                                                -----------      -----------
 Total Liabilities .........................................       19,736.3         18,435.4
                                                                -----------      -----------
                                       SHAREHOLDER'S EQUITY
Common Stock (Shares Issued: 2.0) ..........................            2.5              2.5
Additional Paid-In Capital .................................        1,057.4          1,057.4
Accumulated Other Comprehensive Income .....................          260.8            226.1
Retained Earnings ..........................................        1,242.7          1,090.0
                                                                -----------      -----------
 Total Shareholder's Equity ................................        2,563.4          2,376.0
                                                                -----------      -----------
  Total Liabilities and Shareholder's Equity ...............    $  22,299.7      $  20,811.4
                                                                ===========      ===========
</TABLE>

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

                                       76


<PAGE>





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

                       CONSOLIDATED STATEMENTS OF INCOME

                                 (IN MILLIONS)




<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31
                                                                   ----------------------------
                                                                        1998           1997
                                                                   -------------   ------------
<S>                                                                <C>             <C>
REVENUES
Premiums .......................................................    $  1,007.9      $   884.3
Net Investment Income ..........................................       1,109.8        1,003.7
Realized Investment Gains, Net .................................          17.3           11.7
Policy and Contract Charges ....................................         427.6          332.9
Other Income ...................................................          73.7           75.1
                                                                    ----------      ---------
 Total .........................................................       2,636.3        2,307.7
                                                                    ----------      ---------
BENEFITS AND EXPENSES
Benefits to Policyholders ......................................       1,549.4        1,375.8
Sales and Operating Expenses ...................................         473.9          408.6
Amortization of Deferred Policy Acquisition Costs and
 Present Value of Future Profits ...............................         192.4          146.1
Interest Expense ...............................................           6.9            7.1
Dividends and Experience Refunds to Policyholders ..............          29.4           24.8
                                                                    ----------      ---------
 Total .........................................................       2,252.0        1,962.4
                                                                    ----------      ---------
Income from Continuing Operations Before Income Taxes ..........         384.3          345.3
Income Tax Expense .............................................         136.4          122.0
                                                                    ----------      ---------
Income from Continuing Operations ..............................         247.9          223.3
Income (Loss) from Discontinued Operations, Net of Tax .........          (7.2)           3.2
                                                                    ----------      ---------
 Net Income ....................................................    $    240.7          226.5
                                                                    ==========      =========
</TABLE>

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

                                       77


<PAGE>





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

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

                                 (IN MILLIONS)




   
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                             ------------------------------------------------------------
                                                         1998                            1997
                                             -----------------------------   ----------------------------
                                                TOTAL       COMPREHENSIVE       TOTAL       COMPREHENSIVE
                                                EQUITY          INCOME          EQUITY         INCOME
                                             -----------   ---------------   -----------   --------------
<S>                                          <C>           <C>               <C>           <C>
COMMON STOCK
Beginning and End of Year ................    $     2.5                       $     2.5
                                              ---------       -------         ---------       -------
ADDITIONAL PAID-IN CAPITAL
Beginning of Year ........................      1,057.4                           538.9
Capital Contribution from Parent .........           --                           518.5
                                              ---------       -------         ---------       -------
 End of Year .............................      1,057.4                         1,057.4
                                              ---------       -------         ---------       -------
ACCUMULATED OTHER COMPREHENSIVE
 INCOME
Beginning of Year ........................        226.1                           140.8
Change for the Year ......................         34.7       $  34.7              85.3       $  85.3
                                              ---------       -------         ---------       -------
 End of Year .............................        260.8                           226.1
                                              ---------       -------         ---------       -------
RETAINED EARNINGS
Beginning of Year ........................      1,090.0                           925.3
Net Income ...............................        240.7         240.7             226.5         226.5
Dividends to Shareholder .................        (88.0)                          (61.8)
                                              ---------       -------         ---------       -------
 End of Year .............................      1,242.7                         1,090.0
                                              ---------       -------         ---------       -------
Comprehensive Income .....................                    $ 275.4                         $ 311.8
                                                              =======                         =======
Total Shareholder's Equity ...............    $ 2,563.4                       $ 2,376.0
                                              =========                       =========
</TABLE>
    

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

                                       78


<PAGE>


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

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                    -----------------------
                                                                       1998         1997
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
OPERATING ACTIVITIES
Net Income .......................................................   $   240.7    $   226.5
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
  Interest Credited to Insurance Contracts .......................       586.8        548.9
  Future Policy Benefits .........................................      (685.6)      (396.9)
  Capitalization of Policy Acquisition Costs .....................      (258.7)      (212.7)
  Amortization of Deferred Policy Acquisition Costs and
   Present Value of Future Profits ...............................       192.4        146.1
  Deferred Income Taxes ..........................................        15.5          8.1
  Net Change in Receivables and Payables .........................        14.0         30.1
  Other Assets ...................................................       295.4        (94.8)
  Realized Investment Gains, Net .................................       (17.3)       (11.7)
  Other ..........................................................       (20.9)         1.8
                                                                    ---------    ---------
  Net Cash Provided by Operating Activities ......................      362.3        245.4
                                                                     ---------    ---------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities .................       535.8        474.0
Proceeds from Maturities or Repayment of Fixed Maturity Securities     1,096.6        910.7
Cost of Fixed Maturity Securities Acquired .......................    (2,062.9)    (1,431.6)
Sales (Purchases) of Equity Securities, Net ......................       (27.4)        15.9
Proceeds of Mortgage Loans Sold, Matured or Repaid ...............       654.4        350.4
Cost of Mortgage Loans Acquired ..................................      (539.9)      (649.4)
Sales of Real Estate and Leases, Net .............................        23.7         14.1
Policy Loans Issued, Net .........................................       (39.0)       (41.5)
Sales (Purchases) of Other Invested Assets, Net ..................         7.1        (10.1)
Sales (Purchases) of Short-Term Investments, Net .................        14.3        (31.0)
Cash Acquired from Contribution of Security -- Connecticut .......          --         10.8
                                                                     ---------    ---------
 Net Cash Used by Investing Activities ...........................      (337.3)      (387.7)
                                                                     ---------    ---------
FINANCING ACTIVITIES
Deposits to Insurance Contracts ..................................     1,634.9      1,429.3
Maturities and Withdrawals from Insurance Contracts ..............    (1,350.9)    (1,299.5)
Increase in Notes and Mortgages Payable ..........................        24.0         82.1
Repayment of Notes and Mortgages Payable .........................      (268.5)         (.2)
Dividends to Shareholder .........................................       (88.0)       (61.8)
                                                                     ---------    ---------
 Net Cash Provided (Used) by Financing Activities ................       (48.5)       149.9
                                                                     ---------    ---------
Increase (Decrease) in Cash ......................................       (23.5)         7.6
Cash at Beginning of Year ........................................        23.5         15.9
                                                                     ---------    ---------
Cash at End of Year ..............................................   $      --    $    23.5
                                                                     =========    =========
</TABLE>

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

                                       79


<PAGE>





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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    


NOTE 1.  CHANGES IN ACCOUNTING PRINCIPLES

     ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
     EXTINGUISHMENTS OF LIABILITIES
     Effective for transactions occurring on or after January 1, 1998, ReliaStar
Life Insurance Company (ReliaStar Life or the Company) adopted those provisions
of Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
which were deferred by SFAS No. 127, "Deferral of the Effective Date of Certain
Provisions of FASB Statement No. 125." Effective for transactions occurring on
or after January 1, 1997, the Company adopted those provisions of SFAS No. 125
which were not deferred by SFAS No. 127. SFAS No. 125 requires a company to
recognize the financial and servicing assets it controls and the liabilities it
has incurred and to derecognize financial assets when control has been
surrendered in accordance with the criteria provided in SFAS No. 125. The
adoption of this standard had no effect on the financial results of the Company.

     REPORTING COMPREHENSIVE INCOME
     Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for the reporting and
display of comprehensive income and its components in a company's full set of
financial statements. Comprehensive income encompasses all changes in
shareholder's equity from transactions and other events and circumstances from
nonowner sources. Adoption of this standard had no effect on the financial
results of the Company.

     EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS
     Effective December 31, 1998, the Company adopted SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132
requires new disclosures relating to a company's pension and other
postretirement benefit plans. Adoption of this standard had no effect on the
financial results of the Company.

     ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR
     INTERNAL USE
     Effective January 1, 1998, the Company adopted Statement of Position (SOP)
No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." SOP No. 98-1 provides guidance on accounting for costs
associated with computer software developed or obtained for internal use.
Adoption of this standard did not have a significant effect on the financial
results of the Company.


NOTE 2.  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

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

     PRINCIPLES OF CONSOLIDATION
     The consolidated financial statements include the accounts of ReliaStar
Life and its subsidiaries and exclude the effects of all material intercompany
transactions. ReliaStar Life is a wholly owned subsidiary of ReliaStar Financial
Corp. (ReliaStar). ReliaStar Life's principal subsidiaries are Northern Life
Insurance Company (Northern), Security-Connecticut Life Insurance Company
(Security-Connecticut), ReliaStar Life Insurance Company of New York (RLNY) and
ReliaStar Reinsurance Group (UK), Ltd. Effective December 31, 1998, ReliaStar
United Services Life Insurance Company, an affiliate, merged with and into
ReliaStar Life.

     USE OF ESTIMATES
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and


                                       80


<PAGE>





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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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


liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

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

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

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

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

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

     Unrealized investment gains and losses of equity securities and fixed
maturity securities, net of related deferred policy acquisition costs (DAC),
present value of future profits (PVFP) and tax effects, are accounted for as a
direct increase or decrease to the accumulated other comprehensive income
component of shareholder's equity.

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

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

     PROPERTY AND EQUIPMENT
     Property and equipment are carried at cost, net of accumulated depreciation
of $100.5 million and $97.5 million at December 31, 1998 and 1997, respectively.
The Company provides for depreciation of property and equipment using
straight-line and accelerated methods over the estimated useful lives of the
assets. Buildings are generally depreciated over 35 to 50 years. Depreciation
expense for the years ending December 31, 1998 and 1997 totaled $6.0 million and
$5.3 million, respectively.

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

     The Plan provided for the establishment of a Participation Fund Account
(PFA) for the benefit of certain participating individual life insurance
policies and annuities issued by ReliaStar Life prior to the


                                       81


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

effective date of the Plan. Under the terms of the PFA, the insurance
liabilities and assets with respect to such policies are segregated in the
accounting records of ReliaStar Life to assure the continuation of policyholder
dividend practices. Assets and liabilities of the PFA are presented in
accordance with statutory accounting practices. Earnings derived from the
operation of the PFA will inure solely to the benefit of the policies covered by
the PFA and no benefit will inure to the Company. Accordingly, results of
operations for the PFA are excluded from the Company's Consolidated Statements
of Income. In the event that the assets of the PFA are insufficient to provide
the contractual benefits guaranteed by the affected policies, ReliaStar Life
must provide such contractual benefits from its general assets.

     SEPARATE ACCOUNTS
     The Company operates separate accounts. The assets and liabilities of the
separate accounts are primarily related to variable annuity, variable life and
401(k) contracts and represents policyholder directed funds that are separately
administered. The assets (principally investments) and liabilities (principally
to contractholders) of each account are clearly identifiable and distinguishable
from other assets and liabilities of the Company. Assets are carried at fair
value. Revenues from these separate account contracts consist primarily of
charges for mortality risk and expenses, cost of insurance, contract
administration and surrender charges. Revenue for these products is recognized
when due.

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

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

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

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

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


                                       82


<PAGE>





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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

     Costs deferred related to traditional life insurance products are amortized
over the premium paying period of the related policies, in proportion to the
ratio of annual premium revenues to total anticipated premium revenues. Such
anticipated premium revenues are estimated using the same assumptions used for
computing liabilities for future policy benefits.

     Costs deferred related to universal life-type policies and investment
contracts are amortized over the lives of the policies, in relation to the
present value of estimated gross profits from mortality, investment, surrender
and expense margins.

     PRESENT VALUE OF FUTURE PROFITS
     The present value of future profits reflects the estimated fair value of
acquired insurance business in force and represents the portion of the
acquisition cost that was allocated to the value of future cash flows from
insurance contracts existing at the date of acquisition. Such value is the
present value of the actuarially determined projected net cash flows from the
acquired insurance contracts. An analysis of the PVFP asset account is presented
below:

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                    -------------------------
                                                                        1998          1997
                                                                    -----------   -----------
                                                                          (IN MILLIONS)
<S>                                                                 <C>           <C>
   Balance, Beginning of Year ...................................    $  480.0      $  220.2
   Acquisition ..................................................        (7.3)        323.6
   Imputed Interest .............................................        31.0          25.5
   Amortization .................................................       (90.1)        (66.0)
   Impact of Net Unrealized Investment Gains and Losses .........         8.9         (23.3)
                                                                     --------      --------
   Balance, End of Year .........................................    $  422.5      $  480.0
                                                                     ========      ========
</TABLE>

     Based on current conditions and assumptions as to future events on acquired
policies in force, the Company expects that the net amortization of the December
31, 1998 PVFP balance will be between 6% and 9% in each of the years 1999
through 2003. The interest rates used to determine the amount of imputed
interest on the unamortized PVFP balance ranged from 5% to 8%.

     GOODWILL
     Goodwill is the excess of the amount paid to acquire a company over the
fair value of the net assets acquired and is amortized on a straight-line basis
over 40 years. The carrying value of goodwill is monitored for indicators of
impairment of value. No events or circumstances were identified which warrant
consideration of impairment or a revised estimate of useful lives.

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

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


                                       83


<PAGE>





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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

     INTEREST RATE SWAP AGREEMENTS
     Interest rate swap agreements are used as hedges for asset/liability
management of adjustable rate and short-term invested assets. The Company does
not enter into any interest rate swap agreements for trading purposes. The
interest rate swap transactions involve the exchange of fixed and floating rate
interest payments without the exchange of underlying principal amounts and do
not contain other optional provisions. The Company utilizes the settlement
method of accounting for its interest rate swap agreements whereby the
difference between amounts paid and amounts received or accrued on interest rate
swap agreements is reflected in net investment income.

     The characteristics (notional amount, maturity and payment dates) of the
interest rate swap agreements are similar to the characteristics of the
designated hedged assets. Interest rate swaps are carried at fair value, and
changes in fair value are recorded as a direct increase or decrease in the
accumulated other comprehensive income component of shareholder's equity. In the
event an interest rate swap agreement would cease to qualify for hedge
accounting, changes in fair value of the affected swap would be recorded as
income or expense. There were no terminations of interest rate swap agreements
during 1998 or 1997.

     EQUITY INDEX CALL OPTIONS
     Equity index call options are tied to the performance of the S&P 500 Index
and are used as hedges for asset/liability management related to equity-indexed
annuity products. The Company does not purchase options for trading purposes.
The notional amounts and other characteristics of the options correspond to the
characteristics of the policyholder obligations related to deposits received for
equity-indexed annuities. The change in the fair value of the call options
approximates the change in the corresponding equity-indexed annuity account
value. The call options are carried at fair value, and changes in fair value are
recorded as income or expense, consistent with the hedged item.

     RECLASSIFICATIONS
     Certain prior year amounts have been reclassified to conform to current
year presentation.


NOTE 3. ACQUISITION

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


                                       84


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. ACQUISITION (CONTINUED)

     The acquisition was accounted for using the purchase method of accounting.
Therefore, the consolidated financial statements include the accounts of
Security-Connecticut and Lincoln Security since the date of acquisition.
Goodwill of approximately $150 million was recorded.


NOTE 4. INVESTMENTS
     Investment income summarized by type of investment was as follows:


<TABLE>
<CAPTION>
                                                    YEAR ENDED
                                                    DECEMBER 31
                                             -------------------------
                                                 1998          1997
                                             -----------   -----------
                                                   (IN MILLIONS)
<S>                                          <C>           <C>
   Fixed Maturity Securities .............   $   866.7     $   787.9
   Equity Securities .....................         2.1           2.2
   Mortgage Loans on Real Estate .........       181.6         178.9
   Real Estate and Leases ................        21.6          16.1
   Policy Loans ..........................        41.8          34.3
   Other Invested Assets .................        12.8           3.6
   Short-Term Investments ................        10.9           6.7
                                             ---------     ---------
    Gross Investment Income ..............     1,137.5       1,029.7
   Investment Expenses ...................        27.7          26.0
                                             ---------     ---------
    Net Investment Income ................   $ 1,109.8     $ 1,003.7
                                             =========     =========
</TABLE>

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


<TABLE>
<CAPTION>
                                        YEAR ENDED
                                        DECEMBER 31
                                    ------------------
                                      1998       1997
                                    -------    -------
                                       (IN MILLIONS)
<S>                                 <C>        <C>
Net Gains (Losses) on Sales
 Fixed Maturity Securities
  Gross Gains ...................   $  26.3    $  10.3
  Gross Losses ..................     (13.2)      (6.4)
 Equity Securities ..............       (.6)       5.1
 Mortgage Loans .................       (.2)        --
 Foreclosed Real Estate .........       2.8         .1
 Real Estate ....................       2.1         .6
 Other ..........................      15.3        9.8
                                    -------    -------
                                       32.5       19.5
                                    -------    -------
Provisions for Losses
 Fixed Maturity Securities ......      (8.4)      (3.0)
 Equity Securities ..............        --        (.1)
 Mortgage Loans .................        --       (2.4)
 Foreclosed Real Estate .........      (2.2)      (1.6)
 Real Estate ....................       (.2)       (.7)
 Other ..........................      (4.4)        --
                                    -------    -------
                                      (15.2)      (7.8)
                                    -------    -------
 Pretax Realized Investment Gains   $  17.3    $  11.7
                                    =======    =======
</TABLE>



                                       85


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INVESTMENTS (CONTINUED)

     The amortized cost and fair value of investments in fixed maturity
securities by type of investment were as follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31, 1998
                                                        -----------------------------------------------------
                                                                           GROSS UNREALIZED
                                                          AMORTIZED     -----------------------
                                                             COST          GAINS      (LOSSES)    FAIR VALUE
                                                        -------------   ----------   ---------- -------------
                                                                            (IN MILLIONS)
<S>                                                     <C>             <C>          <C>        <C>
United States Government and Government Agencies
 and Authorities ....................................    $    103.6      $  11.5           --    $    115.1
States, Municipalities and Political Subdivisions ...          49.9          4.1           --          54.0
Foreign Governments .................................          88.5          8.9           --          97.4
Public Utilities ....................................         643.0         56.6      $   (.2)        699.4
Corporate Securities ................................       7,416.0        378.3        (47.6)      7,746.7
Mortgage-Backed/Structured Finance ..................       2,793.0         99.9         (7.7)      2,885.2
Redeemable Preferred Stock ..........................          12.5           .3          (.7)         12.1
                                                         ----------      -------      -------    ----------
 Total ..............................................    $ 11,106.5      $ 559.6      $ (56.2)   $ 11,609.9
                                                         ==========      =======      =======    ==========
</TABLE>


   
<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1997
                                                        ----------------------------------------------------
                                                                           GROSS UNREALIZED
                                                          AMORTIZED     ----------------------
                                                             COST         GAINS      (LOSSES)    FAIR VALUE
                                                        -------------   ---------   ---------- -------------
                                                                           (IN MILLIONS)
<S>                                                     <C>             <C>         <C>        <C>
United States Government and Government Agencies
 and Authorities ....................................    $    128.8     $   9.3      $   (.3)   $    137.8
States, Municipalities and Political Subdivisions ...          66.8         4.5          (.3)         71.0
Foreign Governments .................................          94.8         7.3          (.1)        102.0
Public Utilities ....................................         895.0        61.4          (.9)        955.5
Corporate Securities ................................       6,911.0       327.2        (14.9)      7,223.3
Mortgage-Backed/Structured Finance ..................       2,554.3        99.8         (2.6)      2,651.5
Redeemable Preferred Stock ..........................           5.2          .4           --           5.6
                                                         ----------     -------      -------    ----------
 Total ..............................................    $ 10,655.9     $ 509.9      $ (19.1)   $ 11,146.7
                                                         ==========     =======      =======    ==========
</TABLE>
    

     The amortized cost and fair value of fixed maturity securities by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>
                                                     DECEMBER 31, 1998               DECEMBER 31, 1997
                                               -----------------------------   -----------------------------
                                                 AMORTIZED          FAIR         AMORTIZED          FAIR
                                                    COST           VALUE            COST           VALUE
                                               -------------   -------------   -------------   -------------
                                                                       (IN MILLIONS)
<S>                                            <C>             <C>             <C>             <C>
Maturing in:
 One Year or Less ..........................    $    459.5      $    462.9      $    199.9      $    200.9
 One to Five Years .........................       3,554.5         3,709.1         3,651.3         3,789.2
 Five to Ten Years .........................       3,014.9         3,183.2         3,006.4         3,180.7
 Ten Years or Later ........................       1,284.6         1,369.5         1,244.0         1,324.4
Mortgage-Backed/Structured Finance .........       2,793.0         2,885.2         2,554.3         2,651.5
                                                ----------      ----------      ----------      ----------
 Total .....................................    $ 11,106.5      $ 11,609.9      $ 10,655.9      $ 11,146.7
                                                ==========      ==========      ==========      ==========
</TABLE>



                                       86


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INVESTMENTS (CONTINUED)

   
     The fair values for actively traded marketable bonds are determined based
upon the quoted market prices. The fair values for marketable bonds without an
active market are obtained through several commercial pricing services which
provide the estimated fair values. Fair values of privately placed bonds which
are not considered problems are determined using a matrix-based pricing model.
The model considers the current level of risk-free interest rates, current
corporate spreads, the credit quality of the issuer and cash flow
characteristics of the security. Using this data, the model generates estimated
market values which the Company considers reflective of the fair value of each
privately placed bond. Fair values for privately placed bonds which are
considered problems are determined through consideration of factors such as the
net worth of borrower, the value of collateral, the capital structure of the
borrower, the presence of guarantees and the Company's evaluation of the
borrower's ability to compete in their relevant market.
    

     At December 31, 1998, the largest industry concentration in the private
placement portfolio was consumer products and services, where 18.7% of the
portfolio was invested, and the largest industry concentration in the marketable
bond portfolio was mortgage-backed/structured finance where 30.8% of the
portfolio was invested. At December 31, 1998, the largest geographic
concentration of commercial mortgage loans was in the Midwest region of the
United States, where approximately 37.4% of the commercial mortgage loan
portfolio was invested.

     At December 31, 1998 and 1997, gross unrealized appreciation of equity
securities was $2.2 million and $2.3 million, respectively, and gross unrealized
depreciation was $1.2 million and $.5 million, respectively.

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

<TABLE>
<CAPTION>
                                                  DECEMBER 31
                                             ---------------------
                                                1998        1997
                                             ---------   ---------
                                                 (IN MILLIONS)
<S>                                          <C>         <C>
   Fixed Maturity Securities .............    $  3.9      $  1.5
   Mortgage Loans on Real Estate .........       1.5         1.1
   Real Estate and Leases ................      18.9        21.5
                                              ------      ------
    Total ................................    $ 24.3      $ 24.1
                                              ======      ======
</TABLE>

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


<TABLE>
<CAPTION>
                                            DECEMBER 31
                                      -----------------------
                                         1998         1997
                                      ----------   ----------
                                           (IN MILLIONS)
<S>                                   <C>          <C>
   Mortgage Loans .................    $  10.5      $  10.5
   Foreclosed Real Estate .........        6.8          9.1
   Investment Real Estate .........        2.2          2.8
   Other Invested Assets ..........        6.0          1.7
</TABLE>



                                       87


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INVESTMENTS (CONTINUED)

     At December 31, 1998 and 1997, the total investment in impaired mortgage
loans (before allowances for credit losses), the related allowance for credit
losses and the average investment related to impaired mortgage loans were as
follows:

<TABLE>
<CAPTION>
                                               1998         1997
                                            ----------   ----------
                                                 (IN MILLIONS)
<S>                                         <C>          <C>
   Impaired Mortgage Loans
    Total Investment ....................    $  13.0      $  14.4
    Allowance for Credit Losses .........       10.5         10.5
    Average Investment ..................        1.6          1.6
</TABLE>

     There were no increases or decreases in the allowance for credit losses
during 1998. An increase of $2.4 million and a decrease of $3.6 million were
recorded in 1997. Interest income recognized on impaired mortgage loans during
1998 and 1997 was $.9 million and $1.3 million, respectively. The Company does
not accrue interest income on impaired mortgage loans when the likelihood of
collection is doubtful. Cash receipts for interest payments are recognized as
income in the period received.

     Noncash investing activities consisted of $11.3 million of real estate
assets acquired through foreclosure during the year ended December 31, 1997.

     The components of net unrealized investment gains included in the
accumulated other comprehensive income component of shareholder's equity are
shown below:

<TABLE>
<CAPTION>
                                                  DECEMBER 31
                                           -------------------------
                                               1998          1997
                                           -----------   -----------
                                                 (IN MILLIONS)
<S>                                        <C>           <C>
   Unrealized Investment Gains .........    $  529.8      $  489.0
   DAC/PVFP Adjustment .................      (128.6)       (138.8)
   Deferred Income Taxes ...............      (140.4)       (124.1)
                                            --------      --------
    Total ..............................    $  260.8      $  226.1
                                            ========      ========
</TABLE>

     The change in accumulated other comprehensive income consisted of the
following:


<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31
                                                                             ------------------------
                                                                                1998          1997
                                                                             ----------   -----------
                                                                                  (IN MILLIONS)
<S>                                                                          <C>          <C>
   Unrealized Investment Gains (Losses) Arising During The Period(1) .....    $  36.7      $  119.8
   Reclassification Adjustments(2) .......................................       (8.7)         (5.8)
   Change in DAC/PVFP Adjustment(3) ......................................        6.7         (28.7)
                                                                              -------      --------
    Total ................................................................    $  34.7      $   85.3
                                                                              =======      ========
</TABLE>

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

(1)  Net of income tax expense (benefit) totaling $17.0 million and $67.9
     million for 1998 and 1997, respectively.

(2)  Net of income tax expense (benefit) totaling $(4.1) million and $(3.3)
     million for 1998 and 1997, respectively.

(3)  Net of income tax expense (benefit) totaling $3.5 million and $(16.3)
     million for 1998 and 1997, respectively.

                                       88


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. INCOME TAXES

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


<TABLE>
<CAPTION>
                                           DECEMBER 31
                                     -----------------------
                                        1998         1997
                                     ----------   ----------
                                          (IN MILLIONS)
<S>                                  <C>          <C>
   Current Income Taxes ..........    $  18.4      $  25.3
   Deferred Income Taxes .........      207.0        179.9
                                      -------      -------
    Total ........................    $ 225.4      $ 205.2
                                      =======      =======
</TABLE>

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


<TABLE>
<CAPTION>
                                        YEAR ENDED
                                        DECEMBER 31
                                 -------------------------
                                     1998          1997
                                 -----------   -----------
                                       (IN MILLIONS)
<S>                              <C>           <C>
   Currently Payable .........    $  120.9      $  113.8
   Deferred ..................        15.5           8.2
                                  --------      --------
    Total ....................    $  136.4      $  122.0
                                  ========      ========
</TABLE>

     The Internal Revenue Service has completed its review of the Company's tax
return for all years through 1995.

     Deferred income taxes reflect the impact for financial statement reporting
purposes of "temporary differences" between the financial statement carrying
amounts and tax bases of assets and liabilities. The "temporary differences"
that give rise to the net deferred tax liability relate to the following:


<TABLE>
<CAPTION>
                                                                DECEMBER 31
                                                        ---------------------------
                                                            1998           1997
                                                        ------------   ------------
                                                               (IN MILLIONS)
<S>                                                     <C>            <C>
   Future Policy and Contract Benefits ..............     $ (303.5)      $ (363.6)
   Investment Write-Offs and Allowances .............        (34.4)         (41.4)
   Pension and Postretirement Benefit Plans .........         (7.8)          (6.2)
   Employee Benefits ................................        (12.9)         (12.8)
   Other ............................................       (118.5)         (59.5)
                                                          --------       --------
   Gross Deferred Tax Asset .........................       (477.1)        (483.5)
                                                          --------       --------
   Deferred Policy Acquisition Costs ................        326.6          322.9
   Present Value of Future Profits ..................        157.3          142.8
   Net Unrealized Investment Gains ..................        119.3           95.6
   Property and Equipment ...........................         24.4           22.9
   Real Estate Joint Ventures .......................         15.5           16.5
   Other ............................................         41.0           62.7
                                                          --------       --------
   Gross Deferred Tax Liability .....................        684.1          663.4
                                                          --------       --------
    Net Deferred Tax Liability ......................     $  207.0       $  179.9
                                                          ========       ========
</TABLE>

     Federal income tax regulations allowed certain special deductions for 1983
and prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus." Generally, this policyholders' surplus account will
become subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are deemed
to


                                       89


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. INCOME TAXES (CONTINUED)

be paid out of the account. At December 31, 1998, ReliaStar Life and its life
insurance subsidiaries have accumulated approximately $51.0 million in their
separate policyholders' surplus accounts. Deferred taxes have not been provided
on this temporary difference.

     There have been no deferred taxes recorded for the unremitted equity in
subsidiaries as the earnings are considered to be permanently invested or will
be remitted only when tax effective to do so.

     The difference between the U.S. federal income tax rate and the
consolidated tax provision rate is summarized as follows:


<TABLE>
<CAPTION>
                                         YEAR ENDED
                                         DECEMBER 31
                                   -----------------------
                                      1998         1997
                                   ----------   ----------
<S>                                <C>          <C>
   Statutory Tax Rate ..........       35.0%        35.0%
   Other .......................         .5           .3
                                       ----         ----
    Effective Tax Rate .........       35.5%        35.3%
                                       ====         ====
</TABLE>

     Cash paid for federal income taxes was $123.3 million and $89.0 million for
the years ended December 31, 1998 and 1997, respectively.


NOTE 6.  NOTES AND MORTGAGES PAYABLE

     A summary of notes and mortgages payable is as follows:


<TABLE>
<CAPTION>
                                                               DECEMBER 31
                                                         ------------------------
                                                            1998          1997
                                                         ----------   -----------
                                                              (IN MILLIONS)
<S>                                                      <C>          <C>
   Unaffiliated:
    Commercial Paper .................................         --      $  218.5
    Bank Borrowings ..................................         --          26.0
    Other Indebtedness -- Current Portion ............    $    .2            .1
                                                          -------      --------
     Short-Term Debt .................................         .2         244.6
    Other Indebtedness -- Noncurrent Portion .........        8.0           8.1
                                                          -------      --------
     Total Unaffiliated ..............................    $   8.2      $  252.7
                                                          =======      ========
     Note Payable to Parent ..........................    $ 100.0      $  100.0
                                                          =======      ========
</TABLE>

     At December 31, 1998 and 1997, other indebtedness is primarily mortgage
notes assumed in connection with certain real estate investments with interest
rates ranging from 6.2% to 9.6%.

     The weighted average interest rate on the commercial paper outstanding at
December 31, 1997 was 6.18%

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


<TABLE>
<CAPTION>
                (IN MILLIONS)
- ----------------------------------------------
<S>                <C>
  1999 -- $ .2                    2002 -- $.1
  2000 -- $5.8                    2003 -- $.1
  2001 -- $2.0     2004 and thereafter -- $.0
</TABLE>

     ReliaStar has loaned $100.0 million to ReliaStar Life under a surplus note.
The original note, dated April 1, 1989, was issued in connection with ReliaStar
Life's demutualization and was used to offset the surplus reduction related to
the cash distribution to the mutual policyholders in the demutualization. This
original note was replaced by a successor surplus note (the 1994 Note) dated
November 1, 1994.


                                       90


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. NOTES AND MORTGAGES PAYABLE (CONTINUED)

The 1994 Note provides, subject to the regulatory constraints discussed below,
that (i) it is a surplus note which will mature on September 15, 2003 with
principal due at maturity, but payable without penalty, in whole or in part
before maturity; (ii) interest is at 65/8% payable semi-annually; and (iii) in
the event that ReliaStar Life is in default in the payment of any required
interest or principal, ReliaStar Life cannot pay cash dividends on its capital
stock (all of which is owned directly by ReliaStar). The 1994 Note further
provides that there may be no payment of interest or principal without the
express approval of the Minnesota Department of Commerce.

     Interest paid on unaffiliated debt was $.4 million and $13.1 million for
the years ended December 31, 1998 and 1997 respectively.


NOTE 7.  EMPLOYEE BENEFIT PLANS

     PENSION AND OTHER POSTRETIREMENT BENEFITS
     The Company has funded and unfunded noncontributory defined benefit
retirement plans covering substantially all employees which provide benefits to
employees upon retirement (Pension Plans). Effective December 31, 1998, the
Company's qualified defined benefit retirement plan was amended to suspend the
accrual of additional benefits for future services. Employees will retain all of
their accrued benefits as of December 31, 1998, which will be paid monthly at
retirement according to the provisions of the plan. Employees meeting certain
age and service requirements will receive certain transition benefits until
retirement. A curtailment gain was recorded in 1998 to reflect the impact of
this plan amendment and employee reductions resulting from the transfer of
certain accident and health administrative operations to a third party.

     The Company provides certain health care and life insurance benefits to
retired employees and their eligible dependents (Other Plans). The
postretirement health care plan is contributory, with retiree contribution
levels adjusted annually; the life insurance plan provides a flat amount of
noncontributory coverage and optional contributory coverage.

     Net periodic expense or benefit for ReliaStar and its subsidiaries for the
pension and other plans included the following components:

<TABLE>
<CAPTION>
                                                   YEAR ENDED DECEMBER 31
                                                  -----------------------
                                                      1998         1997
                                                  -----------   ---------
                                                      (IN MILLIONS)
<S>                                               <C>           <C>
   PENSION PLANS
   Service Cost ...............................     $   3.2      $   4.9
   Interest Cost ..............................        16.7         15.2
   Expected Return on Plan Assets .............       (20.9)       (17.0)
   Amortization of Prior Service Cost .........          .8          1.1
   Amortization of Transition Asset ...........         (.1)         (.3)
   Curtailment Gain ...........................        (3.7)          --
   Actuarial Loss .............................         1.6          1.8
                                                    -------      -------
    Net Expense (Benefit) .....................     $  (2.4)     $   5.7
                                                    =======      =======
</TABLE>

                                       91


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31
                                                  -----------------------
                                                     1998         1997
                                                  ----------   ----------
                                                      (IN MILLIONS)
<S>                                               <C>          <C>
   OTHER PLANS
   Service Cost ...............................     $   .5       $   .4
   Interest Cost ..............................         .7           .7
   Amortization of Prior Service Cost .........       (1.5)        (1.6)
   Curtailment Gain ...........................       (1.7)          --
   Actuarial Gain .............................        (.1)         (.1)
                                                    ------       ------
    Net Expense (Benefit) .....................     $ (2.1)      $  (.6)
                                                    ======       ======
</TABLE>

     The funded status of the plans and net amounts recognized in ReliaStar's
Consolidated Balance Sheets were as follows:

<TABLE>
<CAPTION>
                                                                    PENSION PLANS               OTHER PLANS
                                                              -------------------------   ------------------------
                                                                     DECEMBER 31                DECEMBER 31
                                                                  1998          1997         1998          1997
                                                              -----------   -----------   ----------   -----------
                                                                                 (IN MILLIONS)
<S>                                                           <C>           <C>           <C>          <C>
   Benefit Obligation at Beginning of Year ................    $  237.1      $  195.8      $  10.9       $   9.8
   Service Cost ...........................................         3.2           4.9           .5            .4
   Interest Cost ..........................................        16.7          15.2           .7            .7
   Actuarial (Gain) Loss ..................................        14.9          25.6          (.2)           .3
   SCC Acquisition ........................................          --           8.6           --            .6
   Benefits Paid ..........................................       (15.4)        (13.0)         (.4)          (.9)
   Plan Amendments ........................................         2.0            --           --            --
   Termination Cost .......................................         1.0            --           --            --
   Curtailment ............................................       (20.8)           --          (.7)           --
                                                               --------      --------      -------       -------
   Benefit Obligation at End of Year ......................       238.7         237.1         10.8          10.9
                                                               --------      --------      -------       -------
   Fair Value of Plan Assets at Beginning of Year .........       229.1         184.9           --            --
   Actual Return on Plan Assets ...........................        36.6          45.2           --            --
   SCC Acquisition ........................................          --           9.2           --            --
   Employer Contributions .................................         1.4           2.8           .4            .4
   Participant Contributions ..............................          --            --           .5            .5
   Benefits Paid ..........................................       (15.4)        (13.0)         (.9)          (.9)
                                                               --------      --------      -------       -------
   Fair Value of Plan Assets at End of Year ...............       251.7         229.1           --            --
                                                               --------      --------      -------       -------
   Funded Status ..........................................        13.0          (8.0)       (10.8)        (10.9)
   Unrecognized Net (Gain) Loss ...........................        (2.2)         10.3         (1.8)         (1.7)
   Unrecognized Prior Service Cost ........................         3.6           8.5         (4.7)         (7.2)
   Unrecognized Transition Asset ..........................          --           (.1)          --            --
                                                               --------      --------      -------       -------
   Net Asset (Liability) Recognized .......................    $   14.4      $   10.7      $ (17.3)      $ (19.8)
                                                               ========      ========      =======       =======
</TABLE>



                                       92


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)

     Amounts recognized in ReliaStar's Consolidated Balance Sheets were as
follows:


<TABLE>
<CAPTION>
                                                     PENSION PLANS               OTHER PLANS
                                                -----------------------   -------------------------
                                                      DECEMBER 31                DECEMBER 31
                                                   1998         1997          1998          1997
                                                ----------   ----------   -----------   -----------
                                                                   (IN MILLIONS)
<S>                                             <C>          <C>          <C>           <C>
   Prepaid Benefit Cost .....................    $  28.2      $  22.5            --            --
   Accrued Benefit Liability ................      (19.1)       (15.7)      $ (17.3)      $ (19.8)
   Intangible Asset .........................        5.3          3.9            --            --
                                                 -------      -------       -------       -------
   Net Asset (Liability) Recognized .........    $  14.4      $  10.7       $ (17.3)      $ (19.8)
                                                 =======      =======       =======       =======
</TABLE>

     The aggregate projected benefit obligation and aggregate accumulated
benefit obligation for the unfunded pension plans were $19.4 million and $19.1
million, respectively, as of December 31, 1998; and $17.2 million and $15.7
million, respectively, as of December 31, 1997. As of December 31, 1998 and
1997, pension plan assets included 1,232,982 shares of ReliaStar common stock
with a fair value of $56.9 million and $50.8 million, respectively. The benefit
obligations for the pension and other postretirement plans were determined using
assumed discount rates of 7.0% and 7.25% as of January 1, 1999 and 1998,
respectively. A weighted-average long-term rate of compensation increase of 4.5%
was used for the pension benefit obligation. The assumed long-term rate of
return on pension plan assets was 10.5% in 1998 and 10.0% in 1997. The assumed
health care cost trend rate for 1999 and thereafter used in measuring the
postretirement health care benefit obligation was 5.0%. The assumed health care
cost trend rate has an effect on the amounts reported. For example, a
one-percentage-point increase in the rate would increase the 1998 total service
and interest cost by $.1 million and the postretirement health care benefit
obligation by $.4 million. A one-percentage-point decrease in the rate would
decrease the 1998 total service and interest cost by $.1 million and the
postretirement health care benefit obligation by $.4 million.

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

     SUCCESS SHARING PLAN AND ESOP
     The Success Sharing Plan and ESOP (Success Sharing Plan) was designed to
increase employee ownership and reward employees when certain Company
performance objectives are met. Essentially all employees are eligible to
participate in the Success Sharing Plan. The Success Sharing Plan has both
qualified and nonqualified components. The nonqualified component is equal to
25% of the annual award and is paid in cash to employees. The qualified
component is equal to 75% of the annual award which is contributed to the ESOP
portion of the Success Sharing Plan. Costs charged to expense for the Success
Sharing Plan were $6.6 million and $6.5 million in 1998 and 1997, respectively.


     STOCK BASED COMPENSATION
     Officers and key employees of the Company participate in stock-based
compensation plans of ReliaStar. ReliaStar applies Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its stock-based compensation plans.
Accordingly, the Company has recorded no compensation expense for these
stock-based compensation plans other than for restricted stock and
performance-based awards. Had compensation cost for ReliaStar's stock option
plans been determined based upon the fair value at the grant date for awards
under these plans consistent with the optional accounting methodology prescribed
under SFAS No. 123, ReliaStar's net income would have been reduced by
approximately $8.1 million and $4.9 million in 1998 and 1997, respectively. The
weighted average fair value of the options granted during 1998 and 1997 is
estimated as $11.74 and $9.17, respectively, on the date of grant using the
Black-Scholes option-pricing


                                       93


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)

model with the following assumptions: dividend yield 1.6% to 2.0%, volatility
factors ranging from .1868 to .2470, risk-free interest rates of 5.3% for 1998
and 6.2% for 1997 and an expected life of 2.7 to 5.8 years.


NOTE 8.  RELATED PARTY TRANSACTIONS

     The Company and ReliaStar have entered into agreements whereby ReliaStar
and the Company provide certain management, administrative, legal, and other
services for each other. The net amounts billed resulted in the Company making
payments of $30.7 million and $26.3 million to ReliaStar in 1998 and 1997,
respectively. The net costs allocated to the Company under these agreements may
not be indicative of costs the Company might incur if these services were not
provided by ReliaStar. During 1998 and 1997, the Company paid cash dividends of
$88.0 million and $61.8 million, respectively to ReliaStar.


NOTE 9.  SHAREHOLDER'S EQUITY

     DIVIDEND RESTRICTIONS
   
     ReliaStar Life's ability to pay cash dividends to ReliaStar is restricted
by law or subject to approval of the insurance regulatory authorities of the
State of Minnesota. These authorities recognize only statutory accounting
practices for the ability of an insurer to pay dividends to its shareholders.
    

     Under Minnesota insurance law regulating the payment of dividends by
ReliaStar Life, any such payment must be an amount deemed prudent by ReliaStar
Life's Board of Directors and, unless otherwise approved by the Commissioner of
the Minnesota Department of Commerce (the Commissioner), must be paid solely
from the adjusted earned surplus of ReliaStar Life. Adjusted earned surplus
means the earned surplus as determined in accordance with statutory accounting
practices (unassigned funds) less 25% of the amount of such earned surplus which
is attributable to unrealized capital gains. Further, without approval of the
Commissioner, ReliaStar Life may not pay in any calendar year any dividend
which, when combined with other dividends paid within the preceding 12 months,
exceeds the greater of (i) 10% of ReliaStar Life's statutory surplus at the
prior year-end or (ii) 100% of ReliaStar Life's statutory net gain from
operations (not including realized capital gains) for the prior calendar year.
For 1999, the amount of dividends which can be paid by ReliaStar Life without
Commissioner approval is $156.4 million.

     STATUTORY SURPLUS AND NET INCOME
     Net income of ReliaStar Life and its insurance subsidiaries, as determined
in accordance with statutory accounting practices, was $153.3 million and $185.4
million for 1998 and 1997, respectively. ReliaStar Life's statutory capital and
surplus was $1,063.4 million and $1,031.8 million at December 31, 1998 and 1997,
respectively.


NOTE 10.  REINSURANCE

     The Company is a member of reinsurance associations established for the
purpose of ceding the excess of life insurance over retention limits. In
addition, the Life and Health Reinsurance Division of ReliaStar Life assumes and
cedes reinsurance on certain life and health risks as its primary business.
Premium amounts received for prospective reinsurance that meet conditions for
reinsurance accounting are recorded as unearned premium revenue and are
amortized into earned premium revenue ratably over the remaining reinsurance
contract period. Reinsurance contracts do not relieve the Company from its
obligations to policyholders. Failure of reinsurers to honor their obligations
could result in losses to the Company; consequently, allowances are established
for amounts deemed uncollectible. The amount of the allowance for uncollectible
reinsurance receivables was immaterial at December 31, 1998 and 1997. The
Company evaluates the financial condition of its reinsurers and monitors
concentrations of


                                       94


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10. REINSURANCE (CONTINUED)

credit risk to minimize its exposure to significant losses from reinsurer
insolvencies. The Company's retention limit is $500,000 per life for individual
coverage and, to the extent that ReliaStar Life reinsures life policies written
by Northern and RLNY, the limit is $400,000 per life. For group coverage and
reinsurance assumed, the retention is $500,000 per life with per occurrence
limitations, subject to certain maximums. As of December 31, 1998, $44.0 billion
of life insurance in force was ceded to other companies. The Company has assumed
$48.2 billion of life insurance in force as of December 31, 1998 (including
$42.6 billion of reinsurance assumed pertaining to Federal Employees' Group Life
Insurance and Servicemans' Group Life Insurance). Also included in these amounts
are $683.2 million of reinsurance ceded and $5.6 billion of reinsurance assumed
by the Life and Health Reinsurance Division of ReliaStar Life.

     The effect of reinsurance on premiums and recoveries is as follows:

<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31
                                       -------------------------
                                           1998          1997
                                       -----------   -----------
                                             (IN MILLIONS)
<S>                                    <C>           <C>
   Direct Premiums .................   $   780.0      $  675.6
   Reinsurance Assumed .............       498.8         382.6
   Reinsurance Ceded ...............      (270.9)       (173.9)
                                       ---------      --------
    Net Premiums ...................   $ 1,007.9      $  884.3
                                       =========      ========
    Reinsurance Recoveries .........   $   218.7      $  114.4
                                       =========      ========
</TABLE>

NOTE 11.  LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
          EXPENSE

     The change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:


<TABLE>
<CAPTION>
                                                 1998          1997
                                             -----------   -----------
                                                   (IN MILLIONS)
<S>                                          <C>           <C>
   Balance at January 1 ..................    $  387.0      $  383.3
   Less Reinsurance Recoverables .........       120.2         102.6
                                              --------      --------
   Net Balance at January 1 ..............       266.8         280.7
   Incurred Related to:
    Current Year .........................       204.4         178.6
    Prior Year ...........................         8.2          (3.0)
                                              --------      --------
   Total Incurred ........................       212.6         175.6
   Paid Related to:
    Current Year .........................        84.2         107.4
    Prior Year ...........................        95.8          82.1
                                              --------      --------
   Total Paid ............................       180.0         189.5
   Net Balance at December 31 ............       299.4         266.8
   Plus Reinsurance Recoverables .........       180.9         120.2
                                              --------      --------
    Balance at December 31 ...............    $  480.3      $  387.0
                                              ========      ========
</TABLE>

     The liability for unpaid accident and health claims and claim adjustment
expenses is included in Future Policy and Contract Benefits on the Consolidated
Balance Sheets.


                                       95


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. COMMITMENTS AND CONTINGENCIES

     LITIGATION
     The Company is a defendant in a number of lawsuits arising out of the
normal course of the business of the Company, some of which include claims for
punitive damages. In the opinion of management, the ultimate resolution of such
litigation will not result in any material adverse impact to the financial
position of the Company.

     JOINT GROUP LIFE AND ANNUITY CONTRACTS
     ReliaStar Life has issued certain participating group annuity and group
life insurance contracts jointly with another insurance company. ReliaStar Life
has entered into an arrangement with this insurer whereby ReliaStar Life will
gradually transfer these liabilities (approximately $192.0 million at December
31, 1998) to the other insurer over a ten-year period which commenced in 1993.
The terms of the arrangement specify the interest rate on the liabilities and
provide for a transfer of assets and liabilities scheduled in a manner
consistent with the expected cash flows of the assets allocated to support the
liabilities. A contingent liability exists with respect to the joint obligor's
portion of the contractual liabilities attributable to contributions received
prior to July 1, 1993 ($626.9 million) in the event the joint obligor is unable
to meet its obligations.

     FINANCIAL INSTRUMENTS
     The Company is a party to financial instruments with on and
off-balance-sheet risk in the normal course of business to reduce its exposure
to fluctuations in interest rates. These financial instruments include
commitments to extend credit, financial guarantees, futures contracts, interest
rate swaps, interest rate caps and equity-indexed call options. Those
instruments involve, to varying degrees, elements of credit, interest rate or
liquidity risk in excess of the amount recognized in the Consolidated Balance
Sheets.

     The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
financial guarantees written is represented by the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. For
interest rate swap and interest rate cap transactions, the contract or notional
amounts do not represent exposure to credit loss. For swaps and caps, the
Company's exposure to credit loss is limited to those swaps and caps where the
Company has an unrealized gain. The Company has no remaining futures contracts
as of December 31, 1998.

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


   
<TABLE>
<CAPTION>
                                                                                DECEMBER 31
                                                                         -------------------------
                                                                             1998          1997
                                                                         -----------   -----------
                                                                               (IN MILLIONS)
<S>                                                                      <C>           <C>
   Contract or Notional Amount .......................................
   Financial Instruments Whose Contract Amounts Represent Credit Risk
    Commitments to Extend Credit .....................................    $  101.0      $  156.3
    Financial Guarantees .............................................        28.8          40.0
   Financial Instruments Whose Notional or Contract Amounts Exceed the
    Amount of Credit Risk ............................................
    Interest Rate Swap Agreements ....................................       897.5       1,162.5
    Interest Rate Cap Agreements .....................................       510.0         510.0
    Equity-Indexed Call Options ......................................        28.7           2.0
</TABLE>
    

                                       96


<PAGE>





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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

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

     ReliaStar Life is a partner in six real estate joint ventures where it has
guaranteed the repayment of loans of the partnership. As of December 31, 1998,
ReliaStar Life had guaranteed repayment of $28.8 million ($40.0 million at
December 31, 1997) of such loans including the portion allocable to the PFA. If
any payment were made under these guarantees, ReliaStar Life would be allowed to
make a claim for repayment from the joint venture, foreclose on the assets of
the joint venture including its real estate investment and, in certain
instances, make a claim against the joint venture's general partner.

     For certain of these partnerships, ReliaStar Life has made capital
contributions from time to time to provide the partnerships with sufficient cash
to meet its obligations, including operating expenses, tenant improvements and
debt service. Capital contributions during 1998 and 1997 were insignificant.
Further capital contributions are likely to be required in future periods for
certain of the joint ventures with the guarantees. The Company cannot predict
the amount of such future contributions.

     INTEREST RATE SWAP AGREEMENTS -- The Company enters into interest rate swap
agreements to manage interest rate exposure. The primary reason for the interest
rate swap agreements is to extend the duration of adjustable rate investments.
Interest rate swap transactions generally involve the exchange of fixed and
floating rate interest payment obligations without the exchange of the
underlying principal amounts. Changes in market interest rates impact income
from adjustable rate investments and have an opposite (and approximately
offsetting) effect on the reported income from the swap portfolio. The risks
under interest rate swap agreements are generally similar to those of futures
contracts. Notional principal amounts are often used to express the volume of
these transactions but do not represent the much smaller amounts potentially
subject to credit risk. The amount subject to credit risk is approximately equal
to the unrealized gain on the agreements which was $27.3 million at December 31,
1998.

     INTEREST RATE CAP AGREEMENTS -- The Company has entered into interest rate
cap agreements as a hedge against the effects of rising interest rates on the
invested assets supporting a portfolio of single premium deferred annuity
contracts. Notional principal amounts are often used to express the volume of
these transactions but do not represent the much smaller amounts potentially
subject to credit risk. The amount subject to credit risk is approximately equal
to the unrealized gain on the agreements which was less than $.1 million at
December 31, 1998.

     EQUITY-INDEXED CALL OPTIONS -- The Company holds certain call options
indexed to the performance of the S&P 500 Index as part of its asset/liability
management strategy for its equity-indexed annuity products. The Company held 25
call options with a notional amount of $28.7 million and an estimated fair value
of $9.8 million as of December 31, 1998.

     FUTURES CONTRACTS -- Futures contracts are contracts for delayed delivery
of securities or money market instruments in which the seller agrees to make
delivery at a specified future date of a specified instrument, at a specified
price or yield. These contracts are entered into to manage interest rate risk as
part of the Company's asset and liability management. Risks arise from the
movements in securities values and interest rates.


                                       97


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)

     During 1997, the Company closed out of all of its futures contracts and
immediately entered into zero coupon interest rate swaps with similar
maturities. The remaining deferred gain on the closed futures contracts of
approximately $20 million is being amortized into income over the life of the
liabilities whose cash flows they supported.

     LEASES
     The Company has operating leases for office space and certain computer
processing and other equipment. Rental expense for these items was $15.3 million
and $16.0 million for 1998 and 1997, respectively.

     Future minimum aggregate rental commitments at December 31, 1998 for
operating leases were as follows:

<TABLE>
<CAPTION>
                 (IN MILLIONS)
- ------------------------------------------------
<S>                <C>
  1999 -- $8.0                    2002 -- $ 4.0
  2000 -- $7.0                    2003 -- $ 2.8
  2001 -- $5.5     2004 and thereafter -- $10.7
</TABLE>

NOTE 13.  DISCONTINUED OPERATIONS AND OTHER

     In December 1998, the Company completed the sale of its mortgage banking
subsidiary, ReliaStar Mortgage Corporation (RMC), for approximately $19 million
in cash. The results of RMC are presented as discontinued operations in the
Consolidated Statements of Income.

     Revenues and income from operations prior to the date RMC was first
presented as discontinued operations, and the loss on disposal were as follows:



<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31
                                       -----------------------
                                          1998         1997
                                       ----------   ----------
                                            (IN MILLIONS)
<S>                                    <C>          <C>
   Revenues ........................    $  18.9      $  32.7
   Income from Operations(1) .......         .1          3.2
   Loss on Disposal(2) .............       (7.3)          --
</TABLE>

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

(1)  Net of tax expense of $1.8 million 1997.

(2)  Includes a $2.8 million pretax loss from operations during the phase-out
     period and is net of a tax benefit of $4.3 million.

     During December 1998, the Company approved a plan to consolidate its five
individual life insurance and annuity service center operations into one new
center. This consolidation is expected to be substantially complete by the end
of the year 2000 and anticipates the termination of approximately 700 positions
at the Company's current service center operations. The transitioning of
operations to the new center is scheduled to begin during 1999. Estimated costs
related to this plan of approximately $24.8 million (pre-tax) were recorded and
are primarily related to employee-related termination costs and non-cancelable
lease contracts costs associated with vacated facilities.

   
     During 1997, the Company approved a plan to eliminate redundancies and
create operational efficiencies through consolidation of certain financial,
underwriting and claims functions. The plan was substantially completed by
December 31, 1998. The remaining costs accrued as of December 31, 1998 ($3.6
million) are primarily related to remaining unpaid severance benefits and
non-cancelable lease contracts costs associated with vacated facilities and are
considered adequate for all remaining obligations. Certain initial accrual
estimates related to non-cancelable lease contracts were in excess of actual
costs. The reversal of the excess accrued costs during 1998 increased net income
by approximately $1 million.
    


                                       98


<PAGE>





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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

     The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1998 and 1997. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date; therefore,
current estimates of fair value may differ significantly from the amounts
presented herein.

     The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

     FIXED MATURITY SECURITIES -- The estimated fair value disclosures for debt
securities satisfy the fair value disclosure requirements of SFAS No. 107 (see
Note 4).

     EQUITY SECURITIES -- Fair value equals carrying value as these securities
are carried at quoted market value.

     MORTGAGE LOANS ON REAL ESTATE -- The fair values for mortgage loans on real
estate are estimated using discounted cash flow analyses and rates currently
being offered in the marketplace for similar loans to borrowers with similar
credit ratings. Loans with similar characteristics are aggregated for purposes
of the calculations.

     CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS -- The carrying amounts for
these assets approximate the assets' fair values.

     OTHER FINANCIAL INSTRUMENTS REPORTED AS ASSETS -- The carrying amounts for
these financial instruments (primarily premiums and other accounts receivable
and accrued investment income) approximate those assets' fair values.

     INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities
was estimated to be the amount payable on demand at the reporting date, as those
investment contracts have no defined maturity and are similar to a deposit
liability. The amount payable at the reporting date was calculated as the
account balance less applicable surrender charges.

     The fair value for GICs was estimated using discounted cash flow analyses.
The discount rate used was based upon current industry offering rates on GICs of
similar durations.

     The fair values for supplementary contracts without life contingencies and
immediate annuities were estimated using discounted cash flow analyses. The
discount rate was based upon treasury rates plus a pricing margin.

     The carrying amounts reported for other investment contracts, which
includes participating pension contracts and retirement plan deposits,
approximate those liabilities' fair value.

     CLAIM AND OTHER DEPOSIT FUNDS -- The carrying amounts for claim and other
deposit funds approximate the liabilities' fair value.


                                       99


<PAGE>





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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS  (CONTINUED)


     NOTES AND MORTGAGES PAYABLE -- For debt obligations, discounted cash flow
analyses were used. The discount rate was based upon the Company's estimated
current incremental borrowing rates.

     OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying amounts
for other financial instruments (primarily normal payables of a short-term
nature) approximate those liabilities' fair values.

     FINANCIAL GUARANTEES -- The fair values for financial guarantees were
estimated using discounted cash flow analyses based upon the expected future net
amounts to be expended. The estimated net amounts to be expended were determined
based on projected cash flows and a valuation of the underlying collateral.

     The carrying amounts and estimated fair values of the Company's financial
instruments as of December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                                      1998                            1997
                                                       --------------------------------  --------------------------------
                                                           CARRYING          FAIR           CARRYING           FAIR
                                                            AMOUNT           VALUE           AMOUNT            VALUE
                                                       ---------------  ---------------  ---------------  ---------------
                                                                                      (IN MILLIONS)
<S>                                                    <C>              <C>              <C>              <C>
Financial Instruments Recorded as Assets
 Fixed Maturity Securities .........................   $      11,609.9  $      11,609.9  $      11,146.7  $      11,146.7
 Equity Securities .................................              49.1             49.1             23.0             23.0
 Mortgage Loans on Real Estate
  Commercial .......................................           1,726.8          1,841.8          1,594.9          1,679.1
  Residential and Other ............................             428.0            436.7            675.8            687.3
 Policy Loans ......................................             702.3            702.3            663.3            663.3
 Cash and Short-Term Investments ...................             113.5            113.5            153.8            153.8
 Other Financial Instruments Recorded as Assets ....             460.4            460.4            704.3            704.3
Financial Instruments Recorded as Liabilities
 Investment Contracts
   Deferred Annuities ..............................          (7,784.5)        (7,366.3)        (7,753.1)        (7,321.6)
   GICs ............................................             (70.3)           (98.2)           (62.5)           (90.0)
   Supplementary Contracts and Immediate
    Annuities ......................................            (414.8)          (416.5)          (337.1)          (330.5)
   Other Investment Contracts ......................            (396.4)          (396.4)          (454.9)          (454.9)
 Claim and Other Deposit Funds .....................            (154.4)          (154.4)          (148.1)          (148.1)
 Notes and Mortgages Payable .......................              (7.6)            (8.1)          (251.9)          (252.4)
 Other Financial Instruments Recorded as Liabilities            (411.8)          (411.8)          (285.4)          (285.4)
Off-Balance Sheet Financial Instruments
 Financial Guarantees ..............................                --             (2.1)              --             (3.5)
</TABLE>

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

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


                                      100


<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 3%,
independent of the investment experience of the Fixed Account. From time to
time, we may guarantee interest at a rate higher than 3%.

     ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS
OF 3% 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 3% FOR A GIVEN YEAR.

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

     o    General economic trends,

     o    Rates of return currently available on our investments,

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

     o    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:

     o    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.

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

     o    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.

     o    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:

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

     o    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:

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

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

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

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

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

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

(1 divided by 2), where:

1
Is the result of:

     o    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;

     o    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;

     o    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:

     o    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;

     o    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 3%. 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 a hypothetical
Insured (who pays the given Planned Periodic Premiums annually) would vary over
time if the investment return of the assets held in the Funds were a uniform,
gross, after-tax, annual rate of 0 percent, 6 percent or 12 percent.

     The tables on pages D-3 through D-11 illustrate a Policy issued to a male
Age 40, in a standard Rate Class and qualifying for nonsmoker rates. The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the Insured was in a substandard Rate Class or did not qualify for the nonsmoker
rates because the cost of insurance would be increased. The Accumulation Values,
Cash Surrender Values and Death Benefits would be different from those shown if
the gross annual investment returns averaged 0 percent, 6 percent, and 12
percent over a period of years, but fluctuated above and below those averages
for individual Policy Years.

   
     Within the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy over the designated period. The Accumulation Value is the
total amount that a Policy provides for investment at any time. The third and
sixth columns illustrate the Cash Surrender Value of a Policy over the
designated period. The Cash Surrender Value is equal to the Accumulation Value
less any Surrender Charges, Loan Amount (assumed to be zero in these
illustrations) and unpaid Monthly Deductions (also assumed to be zero). The
fourth and seventh columns illustrate the Death Benefit of a Policy over the
designated period. The second, third, and fourth columns assume that throughout
the life of the Policy, the monthly charge for the cost of insurance, the
Monthly Mortality and Expense Charge and the Monthly Administrative Charge are
based upon the maximums (i.e., guaranteed) permitted in the policy. The maximum
allowable cost of insurance rates are based on the 1980 Commissioners Standard
Ordinary Mortality Tables for Nonsmokers and Smokers. The fifth, sixth, and
seventh columns assume that the monthly charge for cost of insurance, the
Monthly Mortality and Expense Charge, and the Monthly Administrative Charge are
based on the current amounts expected to be charged. The Death Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages C-3 through C-5) or the Variable Amount Death Benefit Option
(Tables at pages C-6 through C-8) or the Face Amount Plus Premium Amount Option
(Tables at Pages C-9 through C-11) is illustrated.
    

     The amounts shown for the Accumulation Values, Cash Surrender Values, and
Death Benefits reflect the fact that the net investment return of the
Sub-Accounts of the Variable Account is lower than the gross, after-tax return
on the assets held in the Funds as a result of the Funds' operating expenses.
The values shown take into account the daily total operating expenses paid by
the three Funds available through The Alger American Fund, the four portfolios
of the Fidelity VIP, the three portfolios of the Fidelity VIP II, the four funds
of the Janus Aspen Series, the three funds of the Neuberger Berman Advisors
Management Trust, the five funds available through Northstar Galaxy Trust, the
four funds of the OCC Accumulation Trust, and the three funds of Putnam Variable
Trust, which together are assumed to be at an average annual rate of 0.77% for
all years. This figure is derived based on a simple average of the Funds' 1998
operating expenses net of any limitations on such expenses paid by the Funds.
Thus, the illustrated gross annual investment rates of return of 0 percent, 6
percent, and 12 percent correspond to approximate net annual rates of return of
- -0.77%, 5.23%, and 11.23%, respectively. Without such expense reimbursements,
total expenses would be 0.88%. Hypothetical Accumulation Values, Cash Surrender
Values and the Death Benefits may be lower without the expense reimbursement.
Expense reimbursements are voluntary. While it is currently anticipated that
expense reimbursements will continue past the current year, there is no
assurance of ongoing reimbursements.

     The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes attributable to the Variable Account because we do not
currently make any such charges. However, such charges may be made in the future
and, in that event, the gross annual investment return would have to exceed 0
percent, 6 percent, or 12 percent by an amount sufficient to cover the tax
charges in order to


                                      C-1


<PAGE>





produce the Accumulation Values, Cash Surrender Values, and Death Benefits
illustrated. (See section entitled "Federal Tax Matters" in the prospectus).

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

     Upon request, we will provide a comparable illustration based upon 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 TO AGE 100

                              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                482                 0          100,000*          645                 0         100,000*
 2                941                 0          100,000*        1,284                 0         100,000*
 3              1,377                 0          100,000*        1,916               366         100,000
 4              1,787               459          100,000         2,537             1,208         100,000
 5              2,171             1,064          100,000         3,134             2,027         100,000
 6              2,525             1,639          100,000         3,708             2,823         100,000
 7              2,848             2,184          100,000         4,258             3,594         100,000
 8              3,140             2,697          100,000         4,785             4,342         100,000
 9              3,397             3,176          100,000         5,285             5,063         100,000
10              3,618             3,618          100,000         5,755             5,755         100,000
11              4,063             4,063          100,000         6,459             6,459         100,000
12              4,461             4,461          100,000         7,121             7,121         100,000
13              4,804             4,804          100,000         7,734             7,734         100,000
14              5,086             5,086          100,000         8,296             8,296         100,000
15              5,301             5,301          100,000         8,810             8,810         100,000
20              5,143             5,143          100,000        10,554            10,554         100,000
AGE
70                  0                 0                0         7,189             7,189         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.

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 TO AGE 100

                              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                529                 0          100,000*          698                 0         100,000*
 2              1,066                 0          100,000*        1,430                 0         100,000*
 3              1,611                61          100,000         2,199               649         100,000
 4              2,160               832          100,000         3,001             1,673         100,000
 5              2,714             1,607          100,000         3,825             2,718         100,000
 6              3,269             2,383          100,000         4,673             3,788         100,000
 7              3,823             3,159          100,000         5,545             4,881         100,000
 8              4,376             3,933          100,000         6,442             5,999         100,000
 9              4,925             4,704          100,000         7,362             7,141         100,000
10              5,467             5,467          100,000         8,304             8,304         100,000
11              6,272             6,272          100,000         9,540             9,540         100,000
12              7,073             7,073          100,000        10,805            10,805         100,000
13              7,865             7,865          100,000        12,092            12,092         100,000
14              8,640             8,640          100,000        13,401            13,401         100,000
15              9,391             9,391          100,000        14,738            14,738         100,000
20             12,539            12,539          100,000        21,792            21,792         100,000
AGE
70              9,167             9,167          100,000        36,646            36,646         100,000
85                  0                 0                0        43,221            43,221         100,000
80                  0                 0                0        47,494            47,494         100,000
85                  0                 0                0        46,121            46,121         100,000
90                  0                 0                0        29,220            29,220         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 95.

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 TO AGE 100

                              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              577                 0          100,000*             750                 0          100,000*
     2            1,198                 0          100,000*           1,583                 0          100,000*
     3            1,867               317          100,000            2,507               958          100,000
     4            2,586             1,258          100,000            3,528             2,199          100,000
     5            3,361             2,254          100,000            4,641             3,534          100,000
     6            4,193             3,308          100,000            5,860             4,975          100,000
     7            5,088             4,424          100,000            7,194             6,530          100,000
     8            6,052             5,609          100,000            8,656             8,213          100,000
     9            7,090             6,868          100,000           10,257            10,036          100,000
    10            8,207             8,207          100,000           12,011            12,011          100,000
    11            9,692             9,692          100,000           14,215            14,215          100,000
    12           11,299            11,299          100,000           16,630            16,630          100,000
    13           13,034            13,034          100,000           19,275            19,275          100,000
    14           14,909            14,909          100,000           22,174            22,174          100,000
    15           16,934            16,934          100,000           25,363            25,363          100,000
    20           29,894            29,894          100,000           46,968            46,968          100,000
   AGE
    70           83,093            83,093          100,000          144,355           144,355          167,453
    85          140,742           140,742          150,594          245,163           245,163          262,325
    80          235,032           235,032          246,784          413,007           413,007          433,658
    85          383,594           383,594          402,774          686,804           686,804          721,144
    90          610,886           610,886          641,431        1,127,652         1,127,652        1,184,035
    95          977,376           977,376          987,150        1,856,239         1,856,239        1,874,802
   100        1,621,719         1,621,719        1,621,719        3,112,770         3,112,770        3,112,770
</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.

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 TO AGE 100

                              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                480                 0          100,481*          644                 0         100,644*
 2                936                 0          100,937*        1,281                 0         101,281*
 3              1,367                 0          101,368*        1,910               360         101,911
 4              1,771               443          101,772         2,528             1,199         102,528
 5              2,147             1,040          102,148         3,120             2,013         103,120
 6              2,491             1,606          102,492         3,688             2,803         103,689
 7              2,803             2,139          102,803         4,231             3,566         104,231
 8              3,080             2,638          103,081         4,747             4,304         104,747
 9              3,322             3,100          103,322         5,235             5,013         105,235
10              3,524             3,524          103,524         5,690             5,690         105,691
11              3,949             3,949          103,949         6,376             6,376         106,377
12              4,321             4,321          104,321         7,016             7,016         107,016
13              4,634             4,634          104,634         7,600             7,600         107,601
14              4,881             4,881          104,881         8,128             8,128         108,128
15              5,055             5,055          105,056         8,602             8,602         108,602
20              4,620             4,620          104,621        10,029            10,029         110,029
AGE
70                  0                 0                0         5,349             5,349         105,349
**
</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.

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-6


<PAGE>





                       RELIASTAR LIFE INSURANCE COMPANY
                          FLEXIBLE PREMIUM TO AGE 100

                              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                527                 0         100,528*           696                 0         100,697*
 2              1,061                 0         101,061*         1,427                 0         101,427*
 3              1,599                49         101,600          2,192               643         102,193
 4              2,141               812         102,141          2,990             1,662         102,991
 5              2,684             1,577         102,684          3,808             2,701         103,808
 6              3,224             2,339         103,225          4,647             3,762         104,648
 7              3,761             3,097         103,761          5,507             4,843         105,508
 8              4,292             3,849         104,292          6,389             5,946         106,389
 9              4,813             4,592         104,814          7,289             7,068         107,290
10              5,322             5,322         105,322          8,206             8,206         108,206
11              6,086             6,086         106,087          9,410             9,410         109,411
12              6,837             6,838         106,838         10,633            10,633         110,634
13              7,567             7,567         107,568         11,866            11,866         111,867
14              8,267             8,267         108,268         13,107            13,107         113,108
15              8,928             8,928         108,929         14,360            14,360         114,360
20             11,301            11,301         111,301         20,631            20,631         120,632
AGE
70              3,688             3,688         103,689         29,501            29,501         129,502
75                  0                 0         100,000         27,778            27,778         127,779
80                  0                 0         100,000         16,377            16,377         116,378
**
</TABLE>

- --------------------------------------------------------------------------------
(1) Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
    Premium) is paid at the beginning of each Policy Year. Values will be
    different if premiums are paid with a different frequency or in different
    amounts.
(2) Assumes that no policy loans or partial withdrawals have been made.
    Excessive loans or withdrawals may cause the policy to lapse because of
    insufficient Cash Surrender Value.
 *  Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
    the years shown. Therefore, the Policy remains in force even though the Cash
    Surrender Value is zero.
 ** Policy terminates prior to age 85.

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 TO AGE 100

                              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            575                 0          100,575*            749                 0          100,750*
     2          1,192                 0          101,192*          1,580                 0          101,580*
     3          1,853               303          101,854           2,500               950          102,501
     4          2,563             1,234          102,563           3,515             2,187          103,515
     5          3,323             2,216          103,324           4,620             3,513          104,620
     6          4,135             3,250          104,136           5,827             4,941          105,827
     7          5,004             4,339          105,004           7,143             6,479          107,144
     8          5,932             5,489          105,933           8,581             8,139          108,582
     9          6,924             6,703          106,925          10,151             9,930          110,152
    10          7,983             7,983          107,984          11,863            11,863          111,863
    11          9,393             9,393          109,394          14,010            14,010          114,011
    12         10,903            10,903          110,903          16,349            16,349          116,350
    13         12,514            12,514          112,515          18,892            18,892          118,892
    14         14,230            14,230          114,231          21,656            21,656          121,656
    15         16,054            16,054          116,055          24,669            24,669          124,669
    20         26,930            26,930          126,930          44,329            44,329          144,330
   AGE
    70         56,545            56,545          156,546         120,643           120,643          220,643
    75         70,696            70,696          170,697         191,093           191,093          291,093
    80         73,909            73,909          173,909         298,465           298,465          398,465
    85         48,664            48,664          148,665         462,227           462,227          562,228
    90              0                 0                0         713,328           713,328          813,328
    95              0                 0                0       1,103,508         1,103,508        1,203,509
   100              0                 0                0       1,722,279         1,722,279        1,822,279
</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.

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>





                       RELIASTAR LIFE INSURANCE COMPANY
                          FLEXIBLE PREMIUM TO AGE 100

                              MALE ISSUE AGE: 40
                                  NON-SMOKER
                           $1,200.00 ANNUAL PREMIUM
                             $100,000 FACE AMOUNT
                 FACE AMOUNT PLUS PREMIUM 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                479                 0          101,200*          644                 0         101,200*
 2                933                 0          102,400*        1,279                 0         102,400*
 3              1,358                 0          103,600*        1,907               357         103,600
 4              1,755               426          104,800         2,522             1,194         104,800
 5              2,120             1,013          106,000         3,111             2,004         106,000
 6              2,450             1,564          107,200         3,674             2,789         107,200
 7              2,743             2,078          108,400         4,210             3,545         108,400
 8              2,997             2,554          109,600         4,717             4,274         109,600
 9              3,208             2,987          110,800         5,194             4,972         110,800
10              3,374             3,374          112,000         5,635             5,635         112,000
11              3,755             3,755          113,200         6,303             6,303         113,200
12              4,075             4,075          114,400         6,920             6,920         114,400
13              4,325             4,325          115,600         7,477             7,477         115,600
14              4,497             4,497          116,800         7,971             7,971         116,800
15              4,582             4,582          118,000         8,404             8,404         118,000
20              3,346             3,346          124,000         9,462             9,462         124,000
AGE
70                  0                 0                0         1,536             1,536         136,000
**
</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.

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-9


<PAGE>





                       RELIASTAR LIFE INSURANCE COMPANY
                          FLEXIBLE PREMIUM TO AGE 100

                              MALE ISSUE AGE: 40
                                  NON-SMOKER
                           $1,200.00 ANNUAL PREMIUM
                             $100,000 FACE AMOUNT
                 FACE AMOUNT PLUS PREMIUM 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                526                 0          101,200*          696                 0         101,200*
 2              1,057                 0          102,400*        1,426                 0         102,400*
 3              1,590                41          103,600         2,190               640         103,600
 4              2,125               796          104,800         2,985             1,657         104,800
 5              2,657             1,550          106,000         3,799             2,692         106,000
 6              3,183             2,298          107,200         4,635             3,749         107,200
 7              3,702             3,037          108,400         5,489             4,825         108,400
 8              4,209             3,766          109,600         6,363             5,920         109,600
 9              4,701             4,479          110,800         7,255             7,033         110,800
10              5,173             5,173          112,000         8,160             8,160         112,000
11              5,893             5,893          113,200         9,351             9,351         113,200
12              6,592             6,592          114,400        10,558            10,558         114,400
13              7,260             7,260          115,600        11,773            11,773         115,600
14              7,886             7,886          116,800        12,993            12,993         116,800
15              8,459             8,459          118,000        14,222            14,222         118,000
20             10,062            10,062          124,000        20,321            20,321         124,000
AGE
70                  0                 0                0        28,128            28,128         136,000
75                  0                 0                0        24,121            24,121         142,000
80                  0                 0                0         4,515             4,515         148,000
**
</TABLE>

- --------------------------------------------------------------------------------
(1) Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
    Premium) is paid at the beginning of each Policy Year. Values will be
    different if premiums are paid with a different frequency or in different
    amounts.
(2) Assumes that no policy loans or partial withdrawals have been made.
    Excessive loans or withdrawals may cause the policy to lapse because of
    insufficient Cash Surrender Value.
 *  Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
    the years shown. Therefore, the Policy remains in force even though the Cash
    Surrender Value is zero.
 ** Policy terminates prior to age 85.

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-10


<PAGE>





                       RELIASTAR LIFE INSURANCE COMPANY
                          FLEXIBLE PREMIUM TO AGE 100

                              MALE ISSUE AGE: 40
                                  NON-SMOKER
                           $1,200.00 ANNUAL PREMIUM
                             $100,000 FACE AMOUNT
                 FACE AMOUNT PLUS PREMIUM 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             574                 0        101,200*             749                 0          101,200*
     2           1,188                 0        102,400*           1,578                 0          102,400*
     3           1,845               295        103,600            2,497               948          103,600
     4           2,548             1,219        104,800            3,511             2,182          104,800
     5           3,298             2,191        106,000            4,613             3,506          106,000
     6           4,097             3,211        107,200            5,817             4,931          107,200
     7           4,948             4,284        108,400            7,129             6,465          108,400
     8           5,856             5,413        109,600            8,564             8,121          109,600
     9           6,822             6,600        110,800           10,129             9,908          110,800
    10           7,849             7,849        112,000           11,837            11,837          112,000
    11           9,223             9,223        113,200           13,983            13,983          113,200
    12          10,692            10,692        114,400           16,323            16,323          114,400
    13          12,258            12,258        115,600           18,872            18,872          115,600
    14          13,924            13,924        116,800           21,651            21,651          116,800
    15          15,694            15,694        118,000           24,692            24,692          118,000
    20          26,313            26,313        124,000           44,898            44,898          124,000
   AGE
    70          58,719            58,719        136,000          133,516           133,516          154,879
    75          83,559            83,559        142,000          227,290           227,290          243,200
    80         123,001           123,001        148,000          383,417           383,417          402,588
    85         201,350           201,350        211,418          638,107           638,107          670,013
    90         323,803           323,803        340,000        1,048,199         1,048,199        1,100,610
    95         521,211           521,211        526,424        1,725,953         1,725,953        1,743,213
   100         868,017           868,017        868,018        2,894,795         2,894,795        2,894,795
</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.

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-11


<PAGE>





   
                                  APPENDIX D
    


                           MAXIMUM SURRENDER CHARGES
                           PER $1,000 OF FACE AMOUNT



<TABLE>
<CAPTION>
 ISSUE                                            ISSUE
  AGE*       MALE        FEMALE       UNISEX      AGE*        MALE         FEMALE        UNISEX
- -------   ----------   ----------   ----------   ------   -----------   -----------   -----------
<S>       <C>          <C>          <C>          <C>      <C>           <C>           <C>
    0      $  5.35      $  5.30      $  5.34       43      $  24.39      $  22.02      $  23.90
    1         5.58         5.44         5.55       44         25.25         22.68         24.72
    2         5.81         5.58         5.76       45         26.00         23.39         25.60
    3         6.04         5.72         5.98       46         27.08         24.12         26.47
    4         6.27         5.86         6.19       47         28.06         24.89         27.40
    5         6.50         6.00         6.40       48         29.12         25.72         28.41
    6         6.73         6.14         6.61       49         30.25         26.61         29.49
    7         6.96         6.28         6.82       50         31.48         27.56         30.66
    8         7.19         6.42         7.04       51         32.80         28.57         31.91
    9         7.42         6.56         7.25       52         34.22         29.66         33.26
   10         7.65         6.70         7.46       53         35.75         30.81         34.70
   11         7.88         6.84         7.67       54         37.40         32.05         36.26
   12         8.11         6.98         7.88       55         38.75         33.37         37.90
   13         8.34         7.12         8.10       56         39.84         34.68         39.09
   14         8.57         7.26         8.31       57         40.92         36.08         40.28
   15         8.80         7.40         8.52       58         42.01         37.62         41.46
   16         9.17         7.71         8.88       59         43.09         39.28         42.65
   17         9.54         8.02         9.24       60         44.18         41.10         43.84
   18         9.91         8.33         9.59       61         45.26         43.08         45.03
   19        10.28         8.64         9.95       62         46.35         45.24         46.22
   20        10.65         8.95        10.31       63         47.43         47.30         47.40
   21        11.02         9.26        10.67       64         48.52         48.90         48.59
   22        11.39         9.57        11.03       65         49.60         50.50         49.78
   23        11.76         9.88        11.38       66         49.04         50.07         49.25
   24        12.13        10.19        11.74       67         48.48         49.64         48.71
   25        12.50        10.50        12.10       68         47.92         49.21         48.18
   26        13.15        11.05        12.73       69         47.36         48.78         47.64
   27        13.80        11.60        13.36       70         46.80         48.35         47.11
   28        14.45        12.15        13.99       71         46.24         47.92         46.58
   29        15.10        12.70        14.62       72         45.68         47.49         46.04
   30        15.75        13.25        15.25       73         45.12         47.06         45.51
   31        16.40        13.80        15.88       74         44.56         46.63         44.97
   32        17.05        14.35        16.51       75         44.00         46.20         44.44
   33        17.70        14.90        17.14       76         43.49         46.12         44.01
   34        18.35        15.45        17.77       77         42.97         46.05         43.59
   35        19.00        16.00        18.40       78         42.46         45.97         43.16
   36        19.70        16.85        19.13       79         41.94         45.89         42.73
   37        20.30        17.70        19.86       80         41.43         45.82         42.30
   38        20.87        18.55        20.54       81         40.91         45.74         41.88
   39        21.48        19.40        21.12       82         40.40         45.66         41.45
   40        22.14        20.25        21.75       83         39.88         45.58         41.02
   41        22.84        20.81        22.42       84         39.37         45.51         40.59
   42        23.59        21.40        23.14       85         38.85         45.43         40.16
</TABLE>

- ------------------
* Based on the Insured's age on the Policy Date, or on the Effective Date of any
  increase in face amount, as appropriate.


                                      D-1


<PAGE>





   
                                  APPENDIX E
    


                            MONTHLY AMOUNT CHARGES
                          PER $1,000 OF FACE AMOUNT*



<TABLE>
<CAPTION>
                      MALE                           FEMALE                          UNISEX
          -----------------------------   -----------------------------   ----------------------------
 ISSUE     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT
 AGE**        BAND 1        BANDS 2-4         BAND 1        BANDS 2-4         BAND 1        BANDS 2-4
- -------   -------------   -------------   -------------   -------------   -------------   ------------
<S>       <C>             <C>             <C>             <C>             <C>             <C>
    0       $  0.045        $  0.020        $  0.020        $  0.006        $  0.040        $  0.017
    1          0.050           0.020           0.025           0.006           0.045           0.017
    2          0.055           0.020           0.029           0.006           0.049           0.017
    3          0.060           0.020           0.033           0.006           0.054           0.017
    4          0.065           0.020           0.037           0.006           0.059           0.017
    5          0.070           0.020           0.041           0.006           0.064           0.017
    6          0.075           0.023           0.045           0.008           0.069           0.020
    7          0.080           0.026           0.050           0.009           0.074           0.022
    8          0.085           0.029           0.054           0.011           0.078           0.025
    9          0.090           0.032           0.058           0.012           0.083           0.028
   10          0.095           0.035           0.062           0.014           0.088           0.030
   11          0.100           0.038           0.066           0.015           0.093           0.033
   12          0.105           0.041           0.070           0.017           0.098           0.036
   13          0.110           0.044           0.075           0.018           0.103           0.038
   14          0.115           0.047           0.079           0.020           0.107           0.041
   15          0.120           0.050           0.083           0.021           0.112           0.044
   16          0.121           0.052           0.084           0.024           0.114           0.046
   17          0.123           0.054           0.085           0.027           0.115           0.049
   18          0.124           0.057           0.087           0.030           0.117           0.051
   19          0.126           0.059           0.088           0.034           0.118           0.054
   20          0.127           0.061           0.089           0.037           0.119           0.056
   21          0.129           0.064           0.090           0.040           0.121           0.059
   22          0.130           0.066           0.092           0.043           0.122           0.061
   23          0.132           0.068           0.093           0.046           0.124           0.064
   24          0.133           0.071           0.094           0.049           0.125           0.066
   25          0.135           0.073           0.095           0.052           0.127           0.069
   26          0.143           0.080           0.102           0.059           0.134           0.076
   27          0.151           0.088           0.108           0.065           0.142           0.083
   28          0.159           0.095           0.114           0.072           0.150           0.090
   29          0.167           0.102           0.120           0.078           0.157           0.097
   30          0.175           0.110           0.127           0.085           0.165           0.105
   31          0.183           0.117           0.133           0.092           0.173           0.112
   32          0.191           0.124           0.139           0.098           0.180           0.119
   33          0.199           0.132           0.145           0.105           0.188           0.126
   34          0.207           0.139           0.152           0.111           0.196           0.133
   35          0.215           0.146           0.158           0.118           0.203           0.141
   36          0.228           0.162           0.169           0.128           0.216           0.155
   37          0.242           0.177           0.180           0.138           0.229           0.169
   38          0.255           0.192           0.190           0.148           0.242           0.183
   39          0.269           0.208           0.201           0.159           0.255           0.198
   40          0.282           0.223           0.212           0.169           0.268           0.212
   41          0.296           0.238           0.223           0.179           0.281           0.226
   42          0.309           0.254           0.234           0.189           0.294           0.241
</TABLE>

- ------------------
 * Rates for Face Amount Band 1 rates apply to the initial Face Amount if less
   than $100,000, and to any increase in face amount less than $100,000. Rates
   for Face Amount Bands 2-4 apply to the initial Face Amount if $100,000 or
   larger, and to any increase in face amount of $100,000 or larger.

** Based on the Insured's age on the Policy Date, or on the Effective Date of
   any increase in face amount, as appropriate.


                                      E-1


<PAGE>





                                  APPENDIX E

                            MONTHLY AMOUNT CHARGES
                          PER $1,000 OF FACE AMOUNT*


<TABLE>
<CAPTION>
                      MALE                           FEMALE                          UNISEX
          -----------------------------   -----------------------------   ----------------------------
 ISSUE     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT     FACE AMOUNT
 AGE**        BAND 1        BANDS 2-4         BAND 1        BANDS 2-4         BAND 1        BANDS 2-4
- -------   -------------   -------------   -------------   -------------   -------------   ------------
<S>       <C>             <C>             <C>             <C>             <C>             <C>
   43          0.323           0.269           0.245           0.199           0.307           0.255
   44          0.336           0.284           0.255           0.209           0.320           0.269
   45          0.350           0.300           0.266           0.220           0.333           0.284
   46          0.375           0.321           0.281           0.236           0.356           0.304
   47          0.400           0.343           0.296           0.252           0.380           0.324
   48          0.426           0.364           0.311           0.268           0.403           0.345
   49          0.451           0.386           0.326           0.284           0.426           0.365
   50          0.477           0.407           0.341           0.300           0.450           0.386
   51          0.502           0.429           0.356           0.317           0.473           0.406
   52          0.527           0.450           0.371           0.333           0.496           0.427
   53          0.553           0.472           0.386           0.349           0.520           0.447
   54          0.578           0.493           0.401           0.365           0.543           0.467
   55          0.604           0.515           0.416           0.381           0.566           0.488
   56          0.652           0.556           0.450           0.410           0.611           0.527
   57          0.700           0.597           0.483           0.438           0.656           0.565
   58          0.747           0.639           0.516           0.467           0.701           0.604
   59          0.795           0.680           0.550           0.495           0.746           0.643
   60          0.843           0.721           0.583           0.524           0.791           0.682
   61          0.891           0.763           0.616           0.552           0.836           0.720
   62          0.939           0.804           0.650           0.581           0.881           0.759
   63          0.987           0.845           0.683           0.609           0.926           0.798
   64          1.035           0.887           0.716           0.638           0.971           0.837
   65          1.083           0.928           0.750           0.666           1.016           0.876
   66          1.191           1.000           0.816           0.721           1.116           0.944
   67          1.300           1.072           0.883           0.775           1.216           1.013
   68          1.408           1.144           0.950           0.830           1.316           1.081
   69          1.516           1.217           1.016           0.884           1.416           1.150
   70          1.625           1.289           1.083           0.939           1.516           1.219
   71          1.733           1.361           1.150           0.993           1.616           1.287
   72          1.841           1.433           1.216           1.048           1.716           1.356
   73          1.950           1.505           1.283           1.102           1.816           1.425
   74          2.058           1.577           1.350           1.157           1.916           1.493
   75          2.166           1.650           1.416           1.211           2.016           1.562
   76          2.283           1.710           1.504           1.257           2.127           1.619
   77          2.400           1.770           1.591           1.302           2.238           1.676
   78          2.516           1.830           1.679           1.348           2.349           1.733
   79          2.633           1.890           1.766           1.393           2.460           1.790
   80          2.750           1.950           1.854           1.439           2.570           1.847
   81          2.866           2.010           1.941           1.484           2.681           1.904
   82          2.983           2.070           2.029           1.530           2.792           1.962
   83          3.100           2.130           2.116           1.575           2.903           2.019
   84          3.216           2.190           2.204           1.621           3.014           2.076
   85          3.333           2.250           2.291           1.666           3.125           2.133
</TABLE>

- ------------------
 * Rates for Face Amount Band 1 rates apply to the initial Face Amount if less
   than $100,000, and to any increase in face amount less than $100,000. Rates
   for Face Amount Bands 2-4 apply to the initial Face Amount if $100,000 or
   larger, and to any increase in face amount of $100,000 or larger.

** Based on the Insured's age on the Policy Date, or on the Effective Date of
   any increase in face amount, as appropriate.


                                      E-2


<PAGE>





                         UNDERTAKINGS TO FILE REPORTS

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



                             RULE 484 UNDERTAKING

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



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


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


                                      II-1


<PAGE>





                                  SIGNATURES

   
As required by the Securities Act of 1933, and the Investment Company Act of
1940, Registrant has caused this Pre-effective Amendment No. 1 to Form S-6
Registration Statement to be signed on its behalf, in the City of Minneapolis
and State of Minnesota, on this 2nd day of April, 1999.
    

                                        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
Pre-effective Amendment No. 1 to the Registration Statement to be signed on its
behalf, in the City of Minneapolis and State of Minnesota, on this 2nd day of
April, 1999.
    

                                        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 Pre-effective Amendment No. 1
to this Registration Statement has been signed on this 2nd day of April, 1999
by the following directors and officers of Depositor in the capacities
indicated:
    



<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE
               ---------                                       -----
<S>                                       <C>
           /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
</TABLE>

  *Richard R. Crowl        *Mark S. Jordahl              *James R. Miller
  *Michael J. Dubes        *Kenneth U. Kuk               *Robert C. Salipante
  *John H. Flittie         *Susan W. A. Mead             *John G. Turner
  *Wayne R. Huneke         *William R. Merriam



A majority of the Board of Directors

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


                             /S/ STEWART D. GREGG
                      ----------------------------------------
                         Stewart D. Gregg, Attorney-In-Fact


                                      II-2


<PAGE>





                                    PART II

                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The Facing Sheet.

   
     The general form of Prospectus, consisting of 127 pages.
    

     Undertakings to file reports.

     Rule 484 Undertaking.

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

     The signatures.

     Written consents of the following persons:

     1. Stewart D. Gregg, 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 (Filed in S-6 on December 22, 1998, File No.
                     333-69431 and incorporated herein and by reference)

        (5)     (b)  Accelerated Benefit Rider (Filed in S-6 on December 22,
                     1998, File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (c)  Children's Insurance Rider (Filed in S-6 on December 22,
                     1998, File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (d)  Additional Insured Rider (Filed in S-6 on December 22,
                     1998, File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (e)  Insured's Cost of Living Rider (Filed in S-6 on December
                     22, 1998, File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (f)  Waiver of Monthly Deduction Rider (Filed in S-6 on December
                     22, 1998, File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (g)  Accidental Death Benefit Rider (Filed in S-6 on December
                     22, 1998, File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (h)  Waiver of Specified Premium Rider (Filed in S-6 on December
                     22, 1998, File No. 333-69431 and incorporated herein and by
                     reference)
    


                                      II-3


<PAGE>





   
        (5)     (i)  Term Insurance Rider (Filed in S-6 on December 22, 1998,
                     File No. 333-69431 and incorporated herein and by
                     reference)

        (5)     (j)  Extended Death Benefit Guarantee Rider (Filed in S-6 on
                     December 22, 1998, File No. 333-69431 and incorporated
                     herein and by reference)
    

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

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

        (7)     Not applicable.

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

   
        (8)     (b)  Form of Amendment No. 10 to Participation Agreement with
                     Fidelity's Variable Insurance Products Fund and Fidelity
                     Distributors Corporation.
    

        (8)     (c)  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)     (d)  Form of Amendment No. 9 to Participation Agreement with
                     Fidelity's Variable Insurance Products Fund II and Fidelity
                     Distributors Corporation.

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

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

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

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

        (8)     (k)  Form of Participation Agreement by and among ReliaStar Life
                     Insurance Company, Neuberger Berman Advisers Management
                     Trust, Advisers Managers Trust and Neuberger Berman
                     Management Inc. (Filed in 485BPOS on August 4, 1997, File
                     No. 2-95392 and incorporated herein and by reference.) Form
                     of Amendment No. 1 to Participation Agreement by and among
                     ReliaStar Life Insurance Company, Neuberger Berman Advisers
                     Management Trust, Advisers Managers Trust and Neuberger
                     Berman Management Inc.
    


                                      II-4


<PAGE>





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

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

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

        (9)     Not applicable.

   
       (10)     (a)  Policy Application Form.

                (b)  Supplement to Policy Application Form.
    

   2.   Opinion and consent of Stewart D. Gregg, Esquire, as to the legality of
        the Securities being registered. See EX-99.2.

   3.   Not applicable.

   4.   Not applicable.

   
        EX-99.C1.  Auditors' Consent.
    

        EX-99.C2.  Not applicable.

        EX-99.C3.  Not applicable.

        EX-99.C4.  See EX-99.2.

        EX-99.C5.  Not applicable.

        EX-99.C6.  Actuarial Opinion and Consent.

        EX-99.D1.  Memorandum describing the Company's issuance, transfer and
                   redemption procedures for the Policies and the Company's
                   procedure for conversion to a fixed benefit policy.

   
        EX-24.     Powers of Attorney. (Filed as an Exhibit to Form S-6 on 
                   December 22, 1998, File No. 333-69431 and incorporated herein
                   and by reference) Powers of Attorney.

                   Richard R. Crowl
                   Michael J. Dubes
                   John H. Flittie
                   Wayne R. Huneke
    
                   Mark S. Jordahl
                   Kenneth U. Kuk
                   Susan W. A. Mead
                   William R. Merriam
                   James R. Miller
                   Robert C. Salipante
                   John G. Turner

                                      II-5



                                AMENDMENT NO. 10

Amendment to the Participation Agreement among ReliaStar Life Insurance Company
(formerly Northwestern National Life Insurance Company (the "Company"), Variable
Insurance Products Fund I (the "Fund") and Fidelity Distributors Corporation
(the "Underwriter") dated January 1, 1991 (the "Agreement").

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule A of the Agreement by inserting the following Additional item
therein:

     7    Flexible Premium Variable Life Insurance Policy 85-484, and the State
          exceptions

and, upon making such insertion, replaces the existing Schedule A in its
entirety with the attached new Schedule A. dated March 25, 1999.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of March
25, 1999.



                                        ReliaStar Life Insurance Company

                                        By:
                                            ------------------------------------
                                                Michael S. Fischer
                                        Title:  Vice President and
                                                Associate General Counsel


                                        By:
                                            ------------------------------------
                                                John A. Johnson
                                        Title:  Vice President and Actuary
                                                Personal Financial Services

                                        Variable Insurance Products Fund I

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

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

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

                                        Fidelity Distributors Corporation

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

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

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

<PAGE>

                                   SCHEDULE A
                                   CONTRACTS

1.   Flexible Premium Individual Deferred Retirement Annuity Contract Form
     Numbers 81-870 and 81-873.

2.   Flexible Premium Variable Life Insurance Policy Contract Form Numbers
     83-300, 83-301, 83-302, 83-304, 83-305, 83-306, 83-307 or 83-309.

3.   Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795,
     and the state exceptions.

4.   Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
     84-420, and the state exceptions.

5.   Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
     84-420, and the state exceptions.

6.   Survivorship Flexible Premium Variable Life Insurance Policy Form No.
     85-230 and the state exceptions.

7.   Flexible Premium Variable Life Insurance Policy Contract Form No. 85-484
     and the state exception.


                                 AMENDMENT NO. 9

Amendment to the Participation Agreement among ReliaStar Life Insurance Company
(formerly Northwestern National Life Insurance Company (the "Company"), Variable
Insurance Products Fund II (the "Fund") and Fidelity Distributors Corporation
(the "Underwriter") dated January 1, 1991 (the "Agreement").

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule B of the Agreement by inserting the following Additional item
therein:

     7    Flexible Premium Variable Life Insurance Policy 85-484, and the State
          exceptions

and, upon making such insertion, replaces the existing Schedule B in its
entirety with the attached new Schedule B. dated March 25, 1999.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of March
25, 1999.



                                        ReliaStar Life Insurance Company

                                        By:
                                            ------------------------------------
                                                Michael S. Fischer
                                        Title:  Vice President and
                                                Associate General Counsel


                                        By:
                                            ------------------------------------
                                                John A. Johnson
                                        Title:  Vice President and Actuary
                                                Personal Financial Services

                                        Variable Insurance Products Fund II

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

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

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

                                        Fidelity Distributors Corporation

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

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

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

<PAGE>

                                   SCHEDULE B
                                   CONTRACTS

1.   Flexible Premium Individual Deferred Retirement Annuity Contract Form
     Numbers 81-870 and 81-873.

2.   Flexible Premium Variable Life Insurance Policy Contract Form Numbers
     83-300, 83-301, 83-302, 83-304, 83-305, 83-306, 83-307 or 83-309.

3.   Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705,
     and the state exceptions.

4.   Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
     84-420, and the state exceptions.

5.   Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
     84-420, and the state exceptions.

6.   Survivorship Flexible Premium Variable Life Insurance Policy Form No.
     85-230 and the state exceptions.

7.   Flexible Premium Variable Life Insurance Policy Contract Form No. 85-484
     and the state exception.


                                                                 EXHIBIT 99.A8.K


                             AMENDMENT NO. 1 TO THE
                          FUND PARTICIPATION AGREEMENT

         This AMENDMENT NO. 1, dated as of February 1, 1999, among RELIASTAR
LIFE INSURANCE COMPANY ("LIFE COMPANY"), and NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST ("TRUST"), ADVISERS MANAGERS TRUST ("MANAGERS TRUST"), and
NEUBERGER BERMAN MANAGEMENT INC. ("NB MANAGEMENT"), is made to the Fund
Participation Agreement, dated as of August 8, 1997, among LIFE COMPANY, TRUST,
MANAGERS TRUST and NB MANAGEMENT (the "Agreement"). Terms defined in the
Agreement are used herein as therein defined.

         WHEREAS, the parties desire to amend Appendices A and B to the
Agreement to add one or more Portfolios and Series.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:

1.   Appendix A of the Agreement is hereby deleted and replaced with new
     Appendix A attached hereto.

2.   Appendix B of the Agreement is hereby deleted and replaced with new
     Appendix B attached hereto.

3.   Except as modified hereby, all other terms and conditions of the Agreement
     shall remain in full force and effect.

3.   This Amendment No. 1 may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same First Amendment.


NEUBERGER BERMAN                           NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST                  MANAGEMENT INC.

By: /s/                                    By: /s/
   --------------------------------           ---------------------------------
Name:                                      Name:
Title:                                     Title:

ADVISERS MANAGERS TRUST                    RELIASTAR LIFE INSURANCE
                                           COMPANY

By: /s/                                    By: /s/
   --------------------------------           ---------------------------------
Name:                                      Name:
Title:                                     Title:

<PAGE>


                                   APPENDIX A

Neuberger Berman Advisers                       Corresponding Series of
Management Trust and its Series (Portfolios)    Advisers Managers Trust (Series)
- --------------------------------------------    --------------------------------

Balanced Portfolio                              AMT Balanced Investments

Growth Portfolio                                AMT Growth Investments

Guardian Portfolio                              AMT Guardian Investments

International Portfolio                         AMT International Investments

Limited Maturity Bond Portfolio                 AMT Limited Maturity Bond
                                                 Investments

Liquid Asset Portfolio                          AMT Liquid Asset Investments

Mid-Cap Growth Portfolio                        AMT Mid-Cap Growth Investments

Partners Portfolio                              AMT Partners Investments

Socially Responsive Portfolio                   AMT Socially Responsive
                                                 Investments


                                       2

<PAGE>


                                   APPENDIX B


Separate Accounts                               Selected Portfolios
- -----------------                               -------------------


Select Variable Account                         Partners Portfolio
                                                Limited Maturity Bond Portfolio
                                                Socially Responsive Portfolio



Select Life Variable Account                    Partners Portfolio
                                                Limited Maturity Bond Portfolio
                                                Socially Responsive Portfolio


                                       3




LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

ReliaStar Life Insurance Company (We)
TEMPORARY INSURANCE AGREEMENT AND RECEIPT (RECEIPT)
PROPOSED PRIMARY INSURED'S NAME (YOU) __________________________________________

Notice: The insurance you applied for is not now in effect. If, at the time all
the Conditions in the Receipt have been met, and the Receipt has not ended, we
will either: 1) Pay the Temporary Insurance Amount if an Event listed in the
Table of Benefits (Table) occurs; or 2) Issue the amount of insurance applied
for (limited by the amount listed for that type of insurance in the Table) if we
can insure all Proposed Insureds on the basis applied for in the application.

A. CONDITIONS
   1. At least 10% of the initial annual premium is paid (one monthly premium if
      the pre-authorized check method of collection is used), on all insurance
      applied for with this application; or a government allotment, account
      deduction or other premium payment authorization form is signed and
      delivered to the agent with the application; or ownership of one or more
      life insurance policies on the life of any Proposed Insured having cash
      surrender values on the application date at least equal to the lesser of
      $1000.00 or the initial minimum annual premium of all insurance applied
      for with this application has been assigned to us under an Agreement for
      the Exchange of Insurance Policies under Section 1035 of the Internal
      Revenue Code.
   2. All parts of the application, including medical exams and tests, if
      required, are completed and no material misstatements are made.
   3. No Proposed Insured has: a) In the last 12 months had any known or
      suspected heart attack, stroke, or cancer, other than of the skin (except
      melanoma), or been treated by any physician or other practitioner for any
      of these conditions; b) Within the last 60 days been advised by any
      physician or other practitioner to have any diagnostic test or surgery not
      yet performed; or c) In the last 10 years been diagnosed and/or treated by
      a member of the medical profession for positive HIV (Human
      Immunodeficiency Virus) or AIDS (Acquired Immunodeficiency Syndrome).
   4. An Event or change in insurability, which occurs after all the other
      Conditions were met, was not the result of an intentional act.
B. AMOUNT The Temporary Insurance Amount in this and ALL OTHER RECEIPTS still in
   effect is the insurance applied for or the amount listed in the Table for
   that Event, whichever amount is less. No other benefit will be provided if
   the Temporary Insurance Amount is paid.

<TABLE>
<CAPTION>
   TABLE OF BENEFITS - EVENT                         TYPE OF INSURANCE                        AMOUNT (INCLUDING ADB)
<S>                                                  <C>                                      <C>
   1. Death (natural or accidental) of               Any combination of Life, AIR & TIR       $500,000 per life
      Proposed Primary or Additional Insured
   2. Death of both Proposed Primary                 Any combination of Survivorship Life     $500,000 total
      and Joint Insureds                             and Survivorship Term Insurance
   3. Death of the Proposed Insured Child            Children's Insurance Rider-CIR           $10,000 per child
   4. Death of the Proposed Recognized Applicant     Waiver on Recognized Applicant-RA        Waiver of Premium until the Proposed
                                                                                              Insured Child reaches age 25
</TABLE>

C. BENEFICIARY If Event 1 or 2 occurs, we will pay the Temporary Insurance
   Amount to the beneficiary listed in the application, if living, otherwise to
   the Proposed Owner or Recognized Applicant. If Event 3 occurs, we will pay
   the Temporary Insurance Amount to the Proposed Primary Insured. If the
   Temporary Insurance Amount is not sufficient to pay the designated share to
   each beneficiary, each share will be reduced pro rata until the total amount
   of all shares equals the Temporary Insurance Amount.
D. PREMIUMS
   1. We will first apply premiums to all policies which become effective as a
      result of the application.
   2. We will refund the premiums if all these conditions are met: a) No claim
      is paid under this Receipt; b) No coverage becomes effective under the
      policy applied for; and c) No coverage becomes effective under a policy we
      offer other than the policy applied for at the time of the application.
   3. We will keep part of the premium equal to the premium for the kind,
      amount, and period of coverage (but not less than one month) given under
      this Receipt if a benefit is paid under the Receipt. Any remaining premium
      will be refunded.
   4. Cash surrender values of life insurance policies assigned to us under an
      Agreement for the Exchange of Insurance Policies under Section 1035 of the
      Internal Revenue Code will not be considered premiums for purposes of this
      Receipt until the cash surrender value is received by us at our Home
      Office and the Temporary Insurance provided under this Receipt has not
      ended in accordance with E.
E. TERMINATION The Temporary Insurance under this Receipt will end at the
   earliest of:
   1. The date our Home Office approves the application as applied for;
   2. The date the Proposed Owner or Recognized Applicant is offered: a) A
      policy other than that applied for; b) A notice that the Temporary
      Insurance has ended; or c) A notice rejecting the application;
   3. The date an Event listed in the Table occurs; or
   4. The date 180 days after the date of this Receipt.

No agent can change this Receipt. This Receipt is not effective if given for a
check or draft that is not honored. All premium checks must be made payable to
ReliaStar Life Insurance Company. Do not make check payable to the agent or
leave the payee blank.

AGENT'S STATEMENT: I received $___________ with the application bearing the same
date as this Receipt.

Date         Agent                          Agent's Adddress

- ----------   ----------------------------   ------------------------------------
45675a                                                                 Rev. 6/98
<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

This application consists of sections A, B, C, D, E, F, J, L and O in all cases
and sections G, H, I, K, M, N, the medical exam and supplements when required by
the underwriting rules of the Company.

- --------------------------------------------------------------------------------
SECTION A. PROPOSED PRIMARY INSURED INFORMATION
- --------------------------------------------------------------------------------

1. First Name                MI    Last Name           2. Social Security Number
                                                              -       -
   ------------------------  ----  ------------------  -------------------------

3. Date of Birth    4. Sex                5. Birth State      6. Country
       /    /       [ ] Male [ ] Female
   --------------   -------------------   ------------------  ------------------

7. Home Phone Number  8. Business Phone Number  9. Driver's License Number State
   (    )             (    )
   -----------------  ------------------------  -------------------------- -----

10. Residence Street Address         City             State       Zip Code

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

11. Address for Premium Notice if    City             State       Zip Code
    other than Residence

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

12. Annual Income               13. Occupation
    $
    ------------------------    ------------------------------------------------

14. Have you used tobacco in any form in the last 730 days (2 years)?
    [ ] yes [ ] no

    If yes,  Type                       Daily Amount

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

15. Height         16. Weight       17. Weight Change in Last Year

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

18. Do you have a personal physician or clinic? [ ] yes  [ ] no

19. Name, Address and Telephone Number of Personal Physician/Clinic

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

20. Date Last Consulted          21. Reason for and Results of Consultation
          /     /
    -------------------------    -----------------------------------------------

- --------------------------------------------------------------------------------
SECTION B. PROPOSED OWNER INFORMATION
- --------------------------------------------------------------------------------

Complete if the Owner is other than the Proposed Primary Insured. If the
Proposed Primary Insured is a minor, always specify the Owner.

1. First Name or Name of Trust  MI    Last Name                2. Date of Trust

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

3. Date of Birth    4. Social Security Number or Tax ID Number
       /    /
   --------------   ------------------------------------------------------------

5. Residence Street Address         City             State       Zip Code

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

6. Relationship to Proposed Primary Insured [ ] Spouse  [ ] Child  [ ] Parent
                                            [ ] Other (specify)

- --------------------------------------------------------------------------------
SECTION C. CONTINGENT OWNER INFORMATION
- --------------------------------------------------------------------------------

1. First Name or Name of Trust   MI    Last Name            2. Date of Trust

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

3. Date of Birth    4. Social Security Number or Tax ID Number
       /    /
   --------------   ------------------------------------------------------------

45675a                               Page 1                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION D. BASE POLICY INFORMATION
- --------------------------------------------------------------------------------

MUST ATTACH A COPY OF THE ILLUSTRATION SIGNED BY THE APPLICANT.

1. BASE FACE AMOUNT (Not Including Term Riders)  2. PRODUCT NAME
   $
   --------------------------------------------  -------------------------------

3. PRODUCT TYPE [ ] Fixed  [ ] Variable - (Owner must receive a current
                                          prospectus, and section N must be
                                          completed if applying for a variable
                                          universal life insurance policy.)

4. DEATH BENEFIT OPTION: [ ] Level [ ] Increasing/Variable

5. RATE CLASS QUOTED:
   [ ] Preferred No-Tobacco  [ ] No-Tobacco  [ ] Preferred Tobacco  [ ] Tobacco
   [ ] Preferred Nonsmoker   [ ] Nonsmoker   [ ]  Standard          [ ] Other

                                                                        --------
- --------------------------------------------------------------------------------
SECTION E. RIDER INFORMATION FOR ALL PRODUCTS
- --------------------------------------------------------------------------------
CHECK APPROPRIATE BOX AND/OR ENTER AMOUNTS.

<TABLE>
<CAPTION>
   RIDERS:
<S>                                                   <C>
   [ ] Accelerated Benefit Rider                      [ ] Children's Insurance Rider.................[$      ]

   [ ] Waiver of Monthly Deduction Rider              [ ] Extension of Rate Guarantee Rider

   [ ] Waiver of Specified Premium Rider              [ ] Survivorship Term Rider....................[$      ]
       (Specify Monthly Premium).........[$      ]
                                                      [ ] Four Year Term Rider (Survivorship Life)...[$      ]
   [ ] Additional Insured Rider
       (on Primary Insured)..............[$      ]    [ ] Future Purchase Option Rider...............[$      ]

   [ ] Additional Insured Rider                       [ ] Other _______________________________......[$      ]
       (on Additional Insured)...........[$      ]
                                                      [ ] Other _______________________________......[$      ]
   [ ] Accidental Death Benefit Rider ...[$      ]
</TABLE>

- --------------------------------------------------------------------------------
SECTION F. BENEFICIARY INFORMATION OF PROPOSED PRIMARY AND JOINT INSUREDS
- --------------------------------------------------------------------------------
UNLESS OTHERWISE STATED, THE BENEFICIARY DESIGNATION IS REVOCABLE AND
BENEFICIARIES OF LIKE CLASS SHALL SHARE EQUALLY WITH RIGHT OF SURVIVORSHIP.

1. PRIMARY BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS
   -----------------------------------------------------------------------------
    Provide name, address, date of birth, social security number, and
    relationship to Proposed Insured. If Trust, provide name and date of trust
    agreement. If Corporation, provide state of incorporation.


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

2. CONTINGENT BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS
   -----------------------------------------------------------------------------
    Provide name, address, date of birth, social security number, and
    relationship to Proposed Insured. If Trust, provide name and date of trust
    agreement. If Corporation, provide state of incorporation.


   -----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECTION G. BENEFICIARY INFORMATION OF PROPOSED ADDITIONAL INSURED
- --------------------------------------------------------------------------------
UNLESS OTHERWISE STATED, THE BENEFICIARY DESIGNATION IS REVOCABLE AND
BENEFICIARIES OF LIKE CLASS SHALL SHARE EQUALLY WITH RIGHT OF SURVIVORSHIP.

1. PRIMARY BENEFICIARY OF PROPOSED ADDITIONAL INSURED
   -----------------------------------------------------------------------------
    Provide name, address, date of birth, social security number, and
    relationship to Proposed Additional Insured. If Trust, provide name and date
    of trust agreement. If Corporation, provide state of incorporation.


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

45675a                               Page 2                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION H. PROPOSED ADDITIONAL INSURED OR JOINT INSURED INFORMATION
- --------------------------------------------------------------------------------

1. First Name                MI    Last Name           2. Social Security Number
                                                              -       -
   ------------------------  ----  ------------------  -------------------------

3. Date of Birth    4. Sex                5. Birth State      6. Country
       /    /       [ ] Male [ ] Female
   --------------   -------------------   ------------------  ------------------

7. Home Phone Number  8. Business Phone Number  9. Driver's License Number State
   (    )             (    )
   -----------------  ------------------------  -------------------------- -----

10. Residence Street Address         City             State       Zip Code

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

12. Annual Income               13. Occupation
    $
    ------------------------    ------------------------------------------------

14. Have you used tobacco in any form in the last 730 days (2 years)?
    [ ] yes [ ] no

    If yes,  Type                       Daily Amount

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

15. Height         16. Weight       17. Weight Change in Last Year

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

18. Do you have a personal physician or clinic? [ ] yes  [ ] no

19. Name, Address and Telephone Number of Personal Physician/Clinic

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

20. Date Last Consulted          21. Reason for and Results of Consultation
          /     /
    -------------------------    -----------------------------------------------

- --------------------------------------------------------------------------------
SECTION I. PROPOSED CHILDREN'S INSURANCE RIDER INFORMATION
- --------------------------------------------------------------------------------
PROPOSED INSUREDS

<TABLE>
<CAPTION>
- --------------------- ------ ------------ ----- ---------- --------- ------------------ -------------- ----------
                                                                     Relationship       Amt. of life
Proposed Insured's                                                   to proposed        insurance      Date of
full name             Sex    Birthdate    Age   Height    Weight     primary insured    in force       last issue
- --------------------- ------ ------------ ----- ---------- --------- ------------------ -------------- ----------
<S>                   <C>    <C>          <C>   <C>        <C>       <C>                <C>
- --------------------- ------ ------------ ----- ---------- --------- ------------------ -------------- ----------

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

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

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

- --------------------- ------ ------------ ----- ---------- --------- ------------------ -------------- ----------
</TABLE>

<TABLE>
<CAPTION>
- --------------------- ------------------------------------------------------ ------------ -----------------------
Proposed                                                                     Date last
Insured's name        Name, address and phone number of regular physician    consulted    Reason
- --------------------- ------------------------------------------------------ ------------ -----------------------
<S>                   <C>                                                    <C>          <C>
- --------------------- ------------------------------------------------------ ------------ -----------------------

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

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

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

- --------------------- ------------------------------------------------------ ------------ -----------------------
</TABLE>

45675a                               Page 3                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION J. GENERAL INFORMATION
- --------------------------------------------------------------------------------
COMPLETE THE FOLLOWING ON ALL PROPOSED INSUREDS, INCLUDING CHILDREN TO BE
COVERED UNDER THE CHILDREN'S INSURANCE RIDER.

1. Life Insurance In Force (If none, check none.) [ ] none
<TABLE>
<CAPTION>
   ------------------------ -------------------- -------------- -------------- --------------- --------
                                                 Personal       Business       Accidental      Date
   Proposed Insured's Name        Company        Life Benefit   Life Benefit   Death Benefit   Issued
   ------------------------ -------------------- -------------- -------------- --------------- --------
<S>                         <C>                  <C>            <C>            <C>             <C>
   ------------------------ -------------------- -------------- -------------- --------------- --------

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

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

   ------------------------ -------------------- -------------- -------------- --------------- --------
</TABLE>

2. Does any Proposed Insured have any existing life or annuity coverage to be
   replaced, lapsed, surrendered, or borrowed against? (If yes, please list
   company, policy number, and amount.).......................... [ ] yes [ ] no
<TABLE>
<CAPTION>
   ------------------------ -------------------- -------------------------- ---------------------------
   Proposed Insured's Name         Company               Policy Number                 Amount
   ------------------------ -------------------- -------------------------- ---------------------------
<S>                         <C>                  <C>                        <C>
   ------------------------ -------------------- -------------------------- ---------------------------

   ------------------------ -------------------- -------------------------- ---------------------------
</TABLE>

3. a. Does any Proposed Insured have any other application pending for life
      insurance?................................................. [ ] yes [ ] no
   b. If yes, will all applications now pending for life insurance be accepted
      and placed in force?....................................... [ ] yes [ ] no
   c. List company(ies) and amount(s) applied for.
<TABLE>
<CAPTION>
   ------------------------------- ---------------------------------- ---------------------------------
   Proposed Insured's Name                        Company                      Amount Applied For
   ------------------------------- ---------------------------------- ---------------------------------
<S>                                <C>                                <C>
   ------------------------------- ---------------------------------- ---------------------------------

   ------------------------------- ---------------------------------- ---------------------------------
</TABLE>

4. Has any Proposed Insured in the last 12 months had any known or suspected
   heart attack, stroke, or cancer, other than of the skin (except melanoma), or
   been treated by any physician or other practitioner for any of these
   conditions?................................................... [ ] yes [ ] no
5. Has any Proposed Insured in the last 60 days been advised by any physician or
   other practitioner to have any diagnostic test or surgery not yet
   performed?.................................................... [ ] yes [ ] no
6. Has any Proposed Insured in the last 10 years been diagnosed and/or treated
   by a member of the medical profession for positive HIV (Human
   Immunodeficiency Virus) or AIDS (Acquired Immunodeficiency
   Syndrome)?.................................................... [ ] yes [ ] no
7. Has any Proposed Insured in the last five years had any motor vehicle
   accidents, alcohol or drug related convictions while operating a motor
   vehicle, or other moving violations?.......................... [ ] yes [ ] no

8. Details for yes answers to questions 4-7.
   ----------------------------- --------------- -------------------------------
   Proposed Insured's Name       Question #      Details
   ----------------------------- --------------- -------------------------------

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

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

9. Has any Proposed Insured in the last five years made or does any Proposed
   Insured anticipate making flights in an aircraft other than as a passenger on
   a scheduled airline?.......................................... [ ] yes [ ] no
   (If yes, complete the Aviation Questionnaire (Section K.1.), which will
   become part of this application.)
10. Is any Proposed Insured in the Reserves, National Guard, on active duty in
    the military, or enrolled in a college military program?..... [ ] yes [ ] no
   (If yes, complete the Military Questionnaire (Section K.2.), which will
   become part of this application.)
11. Has any Proposed Insured in the last three years engaged in or does any
    Proposed Insured plan to engage in any of the following activities? (If yes,
    give details in the Avocation and Sports Questionnaire (Section K.3.), which
    will become part of this application.)
<TABLE>
<S>                                                    <C>
    a. Scuba diving ............... [ ] yes [ ] no     e. Rodeo ..................... [ ] yes [ ] no
    b. Sky diving or parachuting .. [ ] yes [ ] no     f. Motorized vehicle racing .. [ ] yes [ ] no
    c. Hang-gliding ............... [ ] yes [ ] no     g. Ultra-light flying ........ [ ] yes [ ] no
    d. Mountain climbing .......... [ ] yes [ ] no
</TABLE>

45675a                               Page 4                            Rev. 6/98
<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION K. QUESTIONNAIRES
- --------------------------------------------------------------------------------
COMPLETE 1, 2, AND 3 BELOW FOR ANY PROPOSED INSURED IF QUESTIONS 9, 10, OR 11 OF
SECTION J WAS ANSWERED YES.

1. Aviation Questionnaire

   COMPLETE IF QUESTION 9 OF SECTION J WAS ANSWERED YES.

   a. Name of Proposed Insured

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

   b. Are you or do you intend to be a pilot or crew member of any military or
      civilian aircraft?......................................... [ ] yes [ ] no

   c. Type of  License   d. Total Number of Solo   e. Type of Aircraft/Type of
                            Hours                     Flying (crop dusting,
                                                      instruction, test, etc.)

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

   f.
<TABLE>
<CAPTION>
      ------------------- --------------------- ---------------- --------------- ---------------- --------------
      Type of                                   Last 12 months   1-2 years ago   Anticipated      Lifetime Total
      aviation activity   Date of last flight   (hours flown)    (hours flown)   Next 12 months   (hours flown)
      ------------------- --------------------- ---------------- --------------- ---------------- --------------
<S>                       <C>                   <C>              <C>             <C>              <C>
      ------------------- --------------------- ---------------- --------------- ---------------- --------------
      Pilot
      ------------------- --------------------- ---------------- --------------- ---------------- --------------
      Other  (specify)
      ------------------- --------------------- ---------------- --------------- ---------------- --------------
</TABLE>

   g. If you do not qualify for full coverage at standard rates, do you desire:
      1. Full coverage with extra premium if available?.......... [ ] yes [ ] no
      2. Restricted aviation coverage without extra premium if
         available?.............................................. [ ] yes [ ] no

2. MILITARY QUESTIONNAIRE
   COMPLETE IF QUESTION 10 OF SECTION J WAS ANSWERED YES.
      -------------------------- ----------- ----------------- -----------------
   a. Name of Proposed Insured   Rank        Pay Grade         Branch of Service
      -------------------------- ----------- ----------------- -----------------

      -------------------------- ----------- ----------------- -----------------
   b. Describe your duties

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

   c. Have you been alerted for or assigned to overseas duty? (If yes, give
      details in "e" below.)..................................... [ ] yes [ ] no
   d. Are you a member of a Reserve, National Guard, or ROTC unit? (If yes, give
      details in "e" below.)..................................... [ ] yes [ ] no
   e. Details

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

3. AVOCATION AND SPORTS QUESTIONNAIRE
   GIVE FULL DETAILS FOR EACH PROPOSED INSURED, INCLUDING FREQUENCY OF
   PARTICIPATION, AND FUTURE PLANS FOR ALL YES ANSWERS TO QUESTION 11 OF
   SECTION J. FOR EXAMPLE, FOR MOUNTAIN CLIMBING, SPECIFY ROCK OR TRAIL
   CLIMBING.

   a. Name of Proposed Insured

      --------------------------------------------------------------------------
   b. Full Details

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

      --------------------------------------------------------------------------
   c. Scuba Diving
<TABLE>
<S>                     <C>               <C>              <C>            <C>
      1. Average Depth  2. Maximum Depth  3. Number of Dives
      ----------------- ----------------  ---------------  -------------  --------------
                                          Last 12 Months   1-2 Years Ago  Next 12 Months
                                          ---------------  -------------  --------------

      ----------------- ----------------  ---------------  -------------  --------------
</TABLE>

45675a                               Page 5                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION L. DECLARATIONS OF THE PROPOSED INSUREDS
- --------------------------------------------------------------------------------
COMPLETE THE FOLLOWING ON ALL PROPOSED INSUREDS, INCLUDING CHILDREN TO BE
COVERED UNDER THE CHILDREN'S INSURANCE RIDER.
(Give details under L.12. for any questions answered yes.)

<TABLE>
<CAPTION>
                                                                                   PROPOSED         OTHER PROPOSED
                                                                                   PRIMARY          INSUREDS (ADDITIONAL,
                                                                                   INSURED          JOINT, OR CHILDREN)
                                                                                   --------------   ---------------------
<S>                                                                                <C>              <C>
1.  Has the Proposed Insured ever had any disease or injury of the following
    organs or any sickness listed below in the last 10 years?

    a.  Paralysis, epilepsy, convulsions, fainting, brain, nervous system,
        nervous or mental disorder ..............................................  [ ] yes [ ] no   [ ] yes [ ] no

    b.  High blood pressure, stroke, or circulatory problems, chest pain, heart
        disease, irregular heart rate, palpitations, heart murmur, or rheumatic
        fever ...................................................................  [ ] yes [ ] no   [ ] yes [ ] no

    c.  Cancer or tumor .........................................................  [ ] yes [ ] no   [ ] yes [ ] no

    d.  Shortness of breath, lungs, bronchitis, asthma, tuberculosis, or
        pneumonia ...............................................................  [ ] yes [ ] no   [ ] yes [ ] no

    e.  Large or small intestine, chronic diarrhea, rectum, hernia, kidney,
        bladder, prostate, liver, gallbladder, jaundice, stomach, ulcers,
        indigestion or thyroid ..................................................  [ ] yes [ ] no   [ ] yes [ ] no

    f.  Blood, pus, or protein in urine, diabetes or sugar in urine .............  [ ] yes [ ] no   [ ] yes [ ] no

    g.  Sexually transmitted disease ............................................  [ ] yes [ ] no   [ ] yes [ ] no

    h.  Anemia or other blood disorder ..........................................  [ ] yes [ ] no   [ ] yes [ ] no

    i.  Arthritis, neuritis, bone, joint, muscle or skin disorder ...............  [ ] yes [ ] no   [ ] yes [ ] no

2.  Has the Proposed Insured experienced any symptoms for which they have not
    yet consulted a health care provider? .......................................  [ ] yes [ ] no   [ ] yes [ ] no

3.  Is the Proposed Insured presently taking any medication, including any
    non-prescription medication? ................................................  [ ] yes [ ] no   [ ] yes [ ] no

4.  Is the Proposed Insured presently under the care of a member of the medical
    profession for any condition? ...............................................  [ ] yes [ ] no   [ ] yes [ ] no

5.  Has the Proposed Insured had any operation(s) in the last 10 years? .........  [ ] yes [ ] no   [ ] yes [ ] no

6.  Has the Proposed Insured been advised to have any operation(s) not yet
    performed in the last 10 years? .............................................  [ ] yes [ ] no   [ ] yes [ ] no

7.  Has the Proposed Insured had an electrocardiogram, x-ray, or other
    diagnostic test in the last five years? .....................................  [ ] yes [ ] no   [ ] yes [ ] no

8.  Has the Proposed Insured sought help or treatment for an alcoholic habit ? ..  [ ] yes [ ] no   [ ] yes [ ] no

9.  Is the Proposed Insured currently using, or has the Proposed Insured ever
    received treatment or counseling for the use of, marijuana, cocaine,
    amphetamines, barbiturates, hallucinogenic agents, opium derivatives, or
    other drugs of abuse? .......................................................  [ ] yes [ ] no   [ ] yes [ ] no

10. Has the Proposed Insured in the last 10 years been confined for observation,
    care, or treatment in a hospital or other health care facility? .............  [ ] yes [ ] no   [ ] yes [ ] no

11. Has the Proposed Insured in the last five years consulted any health care
    providers not already identified for any reason including routine physical
    examination? ................................................................  [ ] yes [ ] no   [ ] yes [ ] no
</TABLE>

45675a                               Page 6                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION L. DECLARATIONS OF THE PROPOSED INSUREDS (CONTINUED)
- --------------------------------------------------------------------------------
12. Complete the following for yes answers to questions 1-11.
<TABLE>
<CAPTION>
- -------------------------- ------------ -------------------------------------- -------------------------------
                           Question                                                 Names & Addresses of
                           Number       Diagnosis, Date of Each Occurrence,        Members of the Medical
Proposed Insured's Name    or Letter    Duration, Current Status               Profession & Medical Facilities
- -------------------------- ------------ -------------------------------------- -------------------------------
<S>                        <C>          <C>                                    <C>
- -------------------------- ------------ -------------------------------------- -------------------------------

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

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

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

- -------------------------- ------------ -------------------------------------- -------------------------------
</TABLE>

13. Family Record
    ----------------------------------------------------------------------------
    Proposed Insured's Name
    ----------------------------------------------------------------------------
                Living/Health           Age     Deceased/Cause of Death  Age
                ----------------------- ------- ------------------------ -------
    Father
    ----------- ----------------------- ------- ------------------------ -------
    Mother
    ----------- ----------------------- ------- ------------------------ -------
    Sibling(s)
    ----------- ----------------------- ------- ------------------------ -------
    ----------------------------------------------------------------------------
    Proposed Additional Insured's or Joint Insured's Name
    ----------------------------------------------------------------------------
                Living/Health           Age     Deceased/Cause of Death  Age
                ----------------------- ------- ------------------------ -------
    Father
    ----------- ----------------------- ------- ------------------------ -------
    Mother
    ----------------------------------------------------------------------------
    Sibling(s)
    ----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECTION M. BUSINESS FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
COMPLETE FOR ALL BUSINESS COVERAGE.

1. a. Name of Business ________________________ b. Date Established ___________
   c. State of Incorporation ________
   d. Type of Business (Include a description of the number of employees, nature
      of the business, i.e. products or services rendered.) ____________________
   e. Type of Organization: [ ] Sole Proprietorship  [ ] Partnership
                            [ ] Corporation
   f. Purpose of Insurance: [ ] Buy/Sell  [ ] Stock Repurchase
                            [ ] Retirement Planning  [ ] Deferred Compensation
                            [ ] Debt Protection: Amount of loan $____________
                                Line of credit amount $_____________
                            [ ] Key Person (Explain if amount exceeds ten times
                                earned income.)

                                ------------------------------------------------
   g. Business Finances (Attach copies of most recent audited financial
      statements.)
      Net Worth $___________  Net Income $___________ Gross Sales  $____________
   h. List all Partners, Officers, or Persons Owning 10% or more of this
      Business
<TABLE>
<CAPTION>
      ----------------- ----------------- -------------- -------------------- ------------------
                                          Percentage     Active in Business   Amount of Business
      Name              Title             of Ownership   (yes or no)          Coverage In Force
      ----------------- ----------------- -------------- -------------------- ------------------
<S>                     <C>               <C>            <C>                  <C>
      ----------------- ----------------- -------------- -------------------- ------------------

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

      ----------------- ----------------- -------------- -------------------- ------------------
</TABLE>

   i. Is other insurance being applied for concurrently on Proposed Insured or
      other officers?............................................ [ ] yes [ ] no
      If yes, complete the following:
      ------------------------------ ---------------- --------------------------
      Insurance Company Name         Amount           Officer
      ------------------------------ ---------------- --------------------------

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

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

45675a                               Page 7                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION N. SUITABILITY
- --------------------------------------------------------------------------------
THIS SECTION MUST BE COMPLETED ON THE PROPOSED OWNER ONLY IF APPLYING FOR A
VARIABLE UNIVERSAL LIFE INSURANCE POLICY. A SUPPLEMENT ALSO MUST BE COMPLETED TO
CHOOSE PREMIUM PAYMENT ALLOCATION.

IMPORTANT NOTICE: The Death Benefit and the Cash Surrender Value under the
Variable Account may increase or decrease with the investment performance of the
mutual funds. Regardless of the investment performance, the Death Benefit will
never be less than the Face Amount as long as there are no unpaid monthly
deductions or policy loans. There is no guaranteed Cash Surrender Value for
amounts in the Variable Account. Upon request, we will furnish you with a
comparison of benefits of the policy applied for and a fixed life insurance
policy.

1. Did the Proposed Owner(s) receive a Prospectus describing the policy,
   investment divisions, and important features?................. [ ] yes [ ] no

2. If yes, which Prospectus was delivered?

<TABLE>
<S>                                       <C>                                <C>
   a. [ ] N700.176 & 46623                b. [ ] N700.181 & 46623            c. [ ] 46203 & 46623

          Date of Prospectus _____/_____     Date of Prospectus _____/_____     Date of Prospectus _____/_____
                             month year                         month year                         month year

   d. [ ] 47161                           e. [ ] 46816

          Date of Prospectus _____/_____     Date of Prospectus _____/_____
                             month year                         month year

   f. [ ] Other - Form number __________     Date of Prospectus _____ /_____
                                                                month  year
</TABLE>

3 a. Does the Proposed Owner(s) consent to delivery of prospectuses, prospectus
     supplements, statements of additional information, transactional
     confirmation and periodic statements in one or more of the following
     forms? (CHECK ALL THAT APPLY.)

     [ ] 3.5" Floppy Disk
     [ ] CD rom
     [ ] Internet Website
     [ ] E-Mail, and my e-mail address is _____________________________________.

     This consent is valid until revoked by the Proposed Owner(s) in writing.
     The Proposed Owner(s) understands that ReliaStar Life may choose to
     discontinue delivery of the above types at any time and may choose to
     deliver a paper version.

  b. Does the Proposed Owner(s) consent to eliminate duplicate mailings of
     identical documents to the same household if they have more than one
     ReliaStar Life policy?  [ ] yes [ ] no

4. Does the Proposed Owner(s) understand that if premiums are allocated to the
   Variable Account the Death Benefit may, under certain conditions, increase or
   decrease depending on the investment performance of the Variable
   Account?...................................................... [ ] yes [ ] no

5. Does the Proposed Owner(s) understand the Cash Surrender Value will increase
   or decrease reflecting the investment performance of the Variable
   Account?...................................................... [ ] yes [ ] no

6. Does the Proposed Owner(s) think that this policy will meet his or her
   insurance needs and financial objectives? .................... [ ] yes [ ] no

7. a. Savings $__________________ b. Current Value of Securities  $_____________

   c. Equity in Home $___________ d. Assets $___________________________________

   e. Debts $____________________ f. No. & Ages of Dependents __________________

45675a                               Page 8                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION O. AGREEMENT AND SIGNATURE
- --------------------------------------------------------------------------------
BY SIGNING THIS APPLICATION, ALL WHO SIGN BELOW AGREE TO ALL OF THE FOLLOWING
TERMS AND CONDITIONS:

1.  When no premiums are paid with this application, no benefits will be
    provided on the basis of this application until all of the following
    conditions are met:
    a.  A policy is delivered to the Applicant/Proposed Owner;
    b.  There has not been a change in the insurability of any Proposed Insured
        after the date this application is signed and before a policy is
        delivered to the Applicant/Proposed Owner; and
    c.  The first premium is paid during the lifetime of all Proposed Insureds.

2.  When premiums are paid, or government allotment, account deduction, 1035
    Exchange Form or other premium payment authorization form is completed with
    this application, I acknowledge receipt of the Temporary Insurance Agreement
    and Receipt (Receipt). I have read, understand, and accept the terms of this
    Receipt. Premiums of $ ________________ (enter amount or "none") have been
    paid with this application.

3.  The responses in Sections A, B, C, D, E, F, G, H, I, J, K, L, M, N, and O of
    this application and in any supplements and amendments thereto are:
    a.  Complete and true to the best of my knowledge or belief; and
    b.  To be considered the basis for any insurance issued.

4.  Knowledge of any Proposed Insured is knowledge of the Proposed Owner.

5a. If I am applying for a variable universal life insurance policy, then I
    agree to arbitrate, under the rules and procedures of the National
    Association of Securities Dealers, Inc., any dispute, claim, demand, or
    controversy arising out of such policy including without limitation, the
    sale thereof, and involving one or more of the following persons: ReliaStar
    Life Insurance Company (ReliaStar Life), its affiliated broker dealers,
    including Washington Square Securities, Inc. (WSSI), representatives
    thereof, and any unaffiliated broker dealer and representatives thereof. Any
    arbitration awarded or rendered against any party may be entered as judgment
    in any court of competent jurisdiction. b. I authorize the following to
    communicate by telephone/fax to ReliaStar Life on my behalf in accordance
    with my instructions described in paragraph c below which I could give
    myself under the under the terms of the Authorization:
    [ ] yes [ ] no _________________________, the PROPOSED INSURED (if Proposed
    Insured and Proposed Owner are different); and/or
    [ ] yes [ ] no _________________________, the REGISTERED REPRESENTATIVE
    servicing the policy.
    I understand that I am responsible for promptly reviewing all confirmation
    notices. I agree to report in writing to Washington Square Securities, Inc.,
    P.O. Box 20, Minneapolis, Minnesota 55440 within five days of my receipt of
    confirmation, any erroneous or unauthorized transaction.
 c. I authorize ReliaStar Life to act upon my telephone/fax instructions 1) to
    transfer Policy Values among the available Sub-accounts of the SelectHLife
    Variable Account and the Fixed Account, and 2) to change the allocation for
    future payments. I authorize ReliaStar Life to use my Social Security Number
    or Tax Identification Number as my personal identification code. I
    understand that ReliaStar Life must be given my Personal Identification Code
    whenever telephone/fax instructions are made. I hereby acknowledge that all
    telephone instructions given pursuant to this Authorization are subject to
    the conditions set forth in the SelectHLife Variable Account Prospectus for
    the proposed policy and that ReliaStar Life and/or WSSI will not be liable
    for any loss, liability, cost, or expense when ReliaStar Life and/or WSSI
    act in accordance with the telephone/fax transfer instructions which are
    received, and if by telephone, are recorded on voice recording equipment.
    ReliaStar Life will employ reasonable procedures to confirm that
    instructions communicated by telephone/fax are genuine. If ReliaStar Life
    does not employ such procedures, ReliaStar Life may be liable for any losses
    due to unauthorized or fraudulent instructions.

- --------------------------------------------------------------------- ----------
Signed at (City)                                                      State

- --------------------------------------------------------------------- ----------
Signature of Proposed Primary Insured if age 10 or older              Date

- --------------------------------------------------------------------- ----------
Signature of Proposed Owner (IF OTHER THAN PROPOSED PRIMARY INSURED)  Date

- --------------------------------------------------------------------- ----------
Signature of Proposed Additional or Joint Insured                     Date

- --------------------------------------------------------------------- ----------
Signature of Parent or Guardian if other than Proposed Owner and      Date
Proposed Primary Insured is a Minor

- --------------------------------------------------------------------- ----------
Signature of Agent                                                    Date

- ------------------------------- --------------------- --------------------------
Agent's Name (PLEASE PRINT)     Agent's ID Number     Agent's License Number

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

45675a                               Page 9                            Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION             RELIASTAR
                                       RELIASTAR LIFE INSURANCE COMPANY
                                       P.O. Box 20, Minneapolis, Minnesota 55440

AUTHORIZATION AND ACKNOWLEDGMENT

For underwriting and claim purposes, I give my permission to any physician or
other medical practitioner, hospital, clinic, insurance or reinsuring company,
Medical Information Bureau, Inc. (MIB), any consumer reporting agency, or any
other organization to give ReliaStar Life Insurance Company (ReliaStar Life) or
its authorized representative (including any consumer reporting agency) acting
on its behalf ALL INFORMATION on my behalf (except as limited below). This
includes but may not be limited to: (a) findings on medical care, psychiatric or
psychological care or examination, or surgery, as they apply to me or any of my
children who are to be insured; and (b) any non-medical information as it
applies to me or any of my children who are to be insured.

I give my permission to ReliaStar Life to get consumer or investigative consumer
reports about these same persons.

I give my permission to ReliaStar Life and other insurance companies affiliated
with ReliaStar Life to get any and all medical record information for the
purposes described in this form. I know that my medical records, including any
alcohol or drug abuse information, may be protected by Federal Regulations - 42
CFR Part 2. I may revoke this permission as it applies to any information
protected by 42 CFR Part 2 at any time, but not to the extent action has been
taken in reliance on it. I specifically consent to the re-disclosure of medical
record information as set forth in this form.

In connection with any application for life insurance, or other insurance
transaction that I may have with ReliaStar Life or any of its affiliated
insurance companies, I understand that a report of some or all of the
information obtained by this authorization may be communicated between ReliaStar
Life and its affiliates, and may be sent to MIB, reinsurers, employees, or
contractors who process transactions regarding any insurance coverage I may have
applied for or have with ReliaStar Life or its affiliated companies. I
understand that I may request that this information not be communicated to
companies affiliated with ReliaStar Life.

I understand that my further written consent will be required before any
information described above is given, sold, transferred, or, in any way, relayed
to another party not before specified. My further consent must be provided on a
form that states the new use of the information or why another party needs it.

With regard to any investigative consumer report on me, please contact me at
home or work between the hours of _______ and _______. My telephone number is
(______)____________________.

I know that I have a right to get a copy of this form. A photocopy of this form
will be as valid as the original. This form will be valid for two years from the
date shown below.

I acknowledge that I have been given ReliaStar Life's: Notice Regarding Consumer
Reports; Notice Regarding MIB; and Notice Regarding Information Practices.

Signature of Proposed Primary Insured if age 10 or older        Date
- --------------------------------------------------------------- ----------------
                                                                     /     /
- --------------------------------------------------------------- ----------------
Signature of Proposed Additional or Joint Insured               Date
- --------------------------------------------------------------- ----------------
                                                                     /     /
- --------------------------------------------------------------- ----------------
Signature of Parent or Guardian if other than Proposed Owner    Date
and Proposed Primary Insured is a Minor
- --------------------------------------------------------------- ----------------
                                                                     /     /
- --------------------------------------------------------------- ----------------

45675a                                                                 Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION                      RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

REQUEST AND AUTHORIZATION AGREEMENT FOR
PRE-ARRANGED PAYMENTS OR ELECTRONIC BANK DEBIT PLAN FOR PAYMENT OF PREMIUMS
ReliaStar Life Insurance Company is hereby requested and authorized to draw
checks or initiate bank debits to be charged against the account described in
the Authorization below.

<TABLE>
<S>                                <C>             <C>                      <C>
Please X one of the boxes below:   Policy number   Proposed Insured's name  Monthly deduction
                                   --------------- ------------------------ -----------------
[ ] Start new Month-O-Matic Plan                                            $
                                   --------------- ------------------------ -----------------
[ ] Add to existing Month-O-Matic                                           $
    Plan No. ________________      --------------- ------------------------ -----------------
                                                                            $
[ ] Change existing bank name      --------------- ------------------------ -----------------
    or account no.                                                          $
                                   --------------- ------------------------ -----------------
</TABLE>

I request the day of withdrawals or debits to my account to be on or about the
__________ of each month. (Any day from the 1st through the 28th of the month
may be selected.)

BANK ACCOUNT INFORMATION AND TYPE (PLEASE CHECK ONE BOX, EITHER CHECKING OR
SAVINGS)

- --------------------------------------------------------------------------------
[ ] Checking             [ ] Savings

      STAPLE
 VOIDED CHECK HERE       Savings Account Number ___________________

- - NOT DEPOSIT SLIP -     Savings Account Routing Transit Number (9 digits)

                         _________________________

                         Name of Bank or Credit Union __________________________

                         Street ________________________________________________

                         City _________________ State __________ Zip ___________
- --------------------------------------------------------------------------------

TERMS OF THE MONTH-O-MATIC(R) PLAN
Each debit shall be: (1) in an amount sufficient to pay a proper proportion of
the annual premium at the Company's Month-O-Matic premium rate; (2) notice of
premium due and no further notice of premium shall be given; (3) a receipt for
the amount stated thereon if and when the Company receives actual payment at its
Home Office. If a debit is not honored by the bank upon presentation for payment
by the Company, such action by the bank shall be notice of nonpayment of
premium.

The Month-O-Matic Plan for premium payment may be terminated by the Policyowner
or by the Bank Depositor by written notice filed with the Company at its Home
Office and may be terminated by the bank in which the account is maintained. The
Company also may terminate without notice if any debit is not honored upon
presentation, otherwise upon 30 days written notice to the Policyowner. In the
event the Plan is terminated for any cause, any unpaid premiums, and premiums
which have due dates that occur on or after the date of termination, shall be
paid directly to the Company at the premium rate and on the premium due date
which would have been applicable to each policy if it had not been placed under
the Month-O-Matic Plan for premium payment.

The Company may, at its discretion from time to time, effect payments by use of
pre-arranged payments (debit) or an electronic bank debit system.

AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS (DEBITS)
I (we) authorize ReliaStar Life Insurance Company (Company) to make variable
charges to my (our) checking or savings account identified above, and authorize
the financial institution named above to withdraw funds from (debit) such
account and pay to Company's order accordingly. This authorization will remain
in effect until the financial institution has received and has had reasonable
time to act on a written request from me (us) to terminate this agreement.

I (we) understand that I (we) can stop payment of any debit by notifying the
financial institution at least three days before the withdrawal is made. I (we)
can have the amount of an erroneous charge immediately credited to the account
up to 15 days following issuance of my (our) bank statement or 45 days after
posting, whichever occurs first.

I have read and understand the above statement.

- ---------------------------------- --------------------------------- -----------
Signature of Bank Account Owner    Social Security/Tax I.D. Number   Date signed

- ---------------------------------- --------------------------------- -----------
Applicant signature                Social Security/Tax I.D. Number   Date signed

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

45675a                                                                 Rev. 6/98

<PAGE>


AGENT'S REPORT                                  RELIASTAR
                                                RELIASTAR LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
SECTION 1. AGENT IDENTIFICATION
- --------------------------------------------------------------------------------
TO BE COMPLETED BY THE AGENT. FOR QUESTIONS ABOUT THIS APPLICATION OR
UNDERWRITING REQUIREMENTS, CALL 1-800-333-6965.
- ---------------------- --------------- ------------ --------------- ------------
                                                    Hierarchy       Hierarchy
Agent Name             Agent ID #      % Split      Pointer ID      Pointer Name
- ---------------------- --------------- ------------ --------------- ------------

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

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

<TABLE>
<S>                                          <C>                                          <C>
- ------------------------------------------   ------------------------------------------
SECTION 2.                                   SECTION 4.                                   3.  If this application is on a
PREMIUM INFORMATION                          COMPLIANCE INFORMATION                           juvenile, please indicate the amount
- ------------------------------------------   ------------------------------------------       of life insurance in force on each
                                                                                              parent or sibling.
[ ] COD                                      1.  Did you obtain the Proposed
[ ] 1035 Exchange                                Insured's Declarations in this               Father..... $________________________
[ ] Attained Age Exchange                        application in person and record
[ ] Home Office Credit                           them in the presence of the Proposed         Mother..... $________________________
                                                 Insured? (IF YOU DID NOT, THE
INITIAL SETTLEMENT                               NON-MEDICAL PRIVILEGE IS NOT                 Siblings... $________________________
                                                 AVAILABLE.)
Initial Single Deposit: $______________                                [ ] Yes [ ] No     4.  What type of insurance is being
                                                                                              applied for on the Proposed Insured?
Annualized Planned Periodic Premium          2.  Have you delivered the Notice
Payment:  $__________________                    Regarding Consumer Reports, the          [ ] Personal  [ ] Business
                                                 Notice Regarding MIB Inc., and the
Requested Modal Payment: $_____________          Notice Regarding Information             5.  What is the purpose of the type of
                                                 Practices to the Proposed Insured(s)         insurance indicated above?
Cash Collected:  $_________________              or Proposed Owner?
                                                                                          [ ] Basic Life Needs   [ ] Estate Planning
Age used in calculating premium _______                                [ ] Yes [ ] No     [ ] Education Funding  [ ] Retirement
                                                                                                                       Planning
$_________ Cash Received by Home Office      3.  To the best of your knowledge and        [ ] Pension            [ ] Debt Protection
(TO BE COMPLETED BY HOME OFFICE.)                belief, will any existing life or            Maximization
                                                 annuity coverage be replaced,            [ ] Key Person         [ ] Executive Bonus
MODE OF PAYMENT                                  lapsed, surrendered, or borrowed         [ ] Deferred Compensation
[ ] Annually                                     against? (IF YES, PLEASE LIST            [ ] Buy/Sell Stock Redemption
[ ] Semi-Annually                                COMPANY, POLICY NUMBER, AND AMOUNT
[ ] Quarterly                                    ON A SEPARATE SHEET OF PAPER.)           6. a. Did you use a fact finder or
[ ] Monthly (COMPLETE MONTH-O-MATIC FORM.)                             [ ] Yes [ ] No           needs analysis tool in connection
[ ] Military Allotment (COMPLETE                                                                with this sale?
    SECTION 3.)                              4.  If settlement was accepted, was the                                  [ ] Yes [ ] No
[ ] Payroll Deduction/List Bill (ENTER           Temporary Insurance Agreement and           b. If yes, which one(s)?
    SPECIAL COLLECT NUMBER IF PLAN ALREADY       Receipt completed and delivered to
    EXISTS.)                                     the Proposed Insured or Proposed               ____________________________________
    ______________________________________       Owner?
[ ] Other ________________________________                             [ ] Yes [ ] No     ------------------------------------------
                                                                                          SECTION 6. REMARKS
- ------------------------------------------   5.  If the application was for a             ------------------------------------------
SECTION 3. GOVERNMENT/                           variable universal life insurance
MILITARY ALLOTMENT                               policy, was a new account                __________________________________________
- ------------------------------------------       information form completed?
                                                                       [ ] Yes [ ] No     __________________________________________
Payor's Name ___________________________
                                             ------------------------------------------   ------------------------------------------
Social Security Number _________________     SECTION 5.                                   SECTION 7. AGENT'S
                                             INSURED INFORMATION                          SIGNATURE SECTION
Payor's Branch _________________________     ------------------------------------------   ------------------------------------------
                                                                                          Agent's Signature
Amount of Allotment ____________________     1.  How long have you known the
                                                 Proposed Insured?____________________    __________________________________________
Date first allotment should begin ______                                                  Date
                                                 Are you related? .......[ ] Yes [ ] No
[ ] New Allotment  [ ] Increased Allotment                                                __________________________________________
                                                 If yes, how? ________________________    Phone Number
RUSL Term Exchange  [ ] Yes [ ] No
                                             2.  How much insurance does the spouse       __________________________________________
                                                 own payable to the Proposed Insured      Fax Number
                                                 or other dependents? $_______________
                                                                                          __________________________________________
                                                                                          E-mail Address

                                                                                          __________________________________________
</TABLE>

45675a                                                                 Rev. 6/98

<PAGE>


LIFE INSURANCE APPLICATION             RELIASTAR
                                       RELIASTAR LIFE INSURANCE COMPANY
                                       P.O. Box 20, Minneapolis, Minnesota 55440


CONSUMER PRIVACY NOTICE


NOTICE REGARDING CONSUMER REPORTS

Insurance companies commonly ask an outside source to verify and add to the
information given in an application. The agency that makes the report will be
one that is discreet and impartial. If you wish, we will send you the name,
address, and phone number of any agency we ask to prepare a consumer report
about you. You can ask that the agency interview you if you so state on the
authorization form. The agency will then try to get in touch with you.

Consumer reports are used to help us decide if you are eligible for the
insurance you have applied for. The report deals with your: mode of living;
character; general reputation; and such personal items as your health, job, and
finances. It may include information on the following: your marital status, past
and present employment record, job duties, driving record, avocation, health
history, use of alcohol and drugs, and hazardous sports activities. The agency
may get information in these ways: from public records, and by contacting you,
members of your family, business associates and employers, financial sources,
friends, or others you know. This information will not be used to determine your
sexual orientation. If the report affects your application as requested, we will
notify you and provide you with the name and address of the reporting firm.

We use the report only to be sure that each application is evaluated on a fair
basis. We will not reveal any of the information we obtain to your friends or
associates. We may reveal the information we obtain to other companies or
entities affiliated with ReliaStar Life. You may request that this information
not be communicated to other companies affiliated with ReliaStar Life.

The information may be kept by the consumer reporting agency; it may also later
be given to others who have a legitimate need for these reports. It will be
given only to the extent permitted by these laws: the Federal Fair Credit
Reporting Act as amended by the Consumer Credit Reporting Reform Act of 1996;
your state's Fair Credit Reporting Act, if any; or your state's Insurance
Information and Privacy Protection Act, if any. The agency will give you a copy
of the report if you ask for one and give proper identification.


NOTICE REGARDING MIB (MEDICAL INFORMATION BUREAU, INC.)

We or our reinsurers may make brief reports to MIB. The reports will include the
factors that affect the insurability of any person for whom coverage is being
requested.

MIB is a nonprofit organization of life insurance companies. It operates an
information exchange for its members. If you apply to some other member company
for life or health coverage, or send in a claim for benefits, MIB may supply
that company with any information in its file. If you ask, MIB will arrange to
disclose to you the information it has in your file. If you question the
accuracy of the information in MIB's file, you may contact MIB. Ask them to
correct it as provided in the Federal Fair Credit Reporting Act. The address of
the MIB's information office is: Post Office Box 105, Essex Station, Boston,
Massachusetts 02112. MIB's phone number is (617) 426-3660.

We or our reinsurers may also release information in our files. We may release
it to other life insurance companies to whom you may apply for life or health
insurance or to whom a claim for benefits may be submitted.


NOTICE REGARDING INFORMATION PRACTICES

To issue an insurance policy, we need to obtain information about you and any
other persons proposed for insurance. Some of that information will come from
you. Some will come from other sources. That information and any information
collected by us later may, in certain circumstances, be disclosed to third
parties without your specific permission.

You have a right to access and correct the information collected about you. This
right does not extend to information that relates to a claim or civil or
criminal proceeding.

If you wish to have a more detailed explanation of our information practices,
please write to us at: Box 20, Minneapolis, Minnesota 55440.

45675a                                                                 Rev. 6/98



                                                               EXHIBIT 99.A10.B


                                       RELIASTAR
SUPPLEMENT TO                          RELIASTAR LIFE INSURANCE COMPANY
LIFE INSURANCE APPLICATION             P.O. Box 20, Minneapolis, Minnesota 55440

1.  DEATH BENEFIT QUALIFICATION TEST: [ ] Guideline Premium Test
                                      [ ] Cash Value Accumulation Test*

2.  DEATH BENEFIT OPTION:   [ ] Level [ ] Variable [ ] Face Amount Plus Premium*
    *not available with all products

3.  ALLOCATION OF PREMIUM PAYMENTS: ALLOCATION MUST BE IN WHOLE PERCENTAGE
                                    POINTS TOTALING 100%.

<TABLE>
<S>                                            <C>                                    <C>
a.  [     %] Fixed Account (SFA)               JANUS ASPEN SERIES                     OCC ACCUMULATION TRUST

                                               l.  [     %] Aggressive Growth         x.  [     %] Equity
THE ALGER AMERICAN FUND                                     Portfolio (JAG)                        Portfolio (OEP)

b.  [     %] Alger American Growth             m.  [     %] Growth                    y.  [     %] Global Equity
             Portfolio (AGR)                                Portfolio (JGP)                        Portfolio (OGE)

c.  [     %] Alger American Mid Cap            n.  [     %] International Growth      z.  [     %] Managed
             Growth Portfolio (AMG)                         Portfolio (JIG)                        Portfolio (OMP)

d.  [     %] Alger American Small              o.  [     %] Worldwide Growth          aa. [     %] Small Cap
             Capitalization Portfolio (ASC)                 Portfolio (JWG)                        Portfolio (OSC)

FIDELITY VARIABLE INSURANCE                    NEUBERGER BERMAN ADVISERS              PUTNAM VARIABLE TRUST
PRODUCTS FUNDS                                 MANAGEMENT TRUST
                                                                                      bb. [     %] Putnam VT Growth &
e.  [     %] VIP Equity Income                 p.  [     %] Limited Maturity Bond                  Income Fund (PGI)
             Portfolio (FEI)                                Portfolio (NLM)
                                                                                      cc. [     %] Putnam VT New
f.  [     %] VIP Growth                        q.  [     %] Partners                               Opportunities Fund (PNO)
             Portfolio (FGP)                                Portfolio (NPP)
                                                                                      dd. [     %] Putnam VT Voyager
g.  [     %] VIP High Income                   r.  [     %] Socially Responsive                    Fund (PVY)
             Portfolio (FHI)                                Portfolio (NSR)
                                                                                      OTHER INVESTMENT COMPANIES/FUNDS
h.  [     %] VIP Money Market                  NORTHSTAR GALAXY TRUST
             Portfolio (FMM)                                                          SPECIFY BOTH THE INVESTMENT COMPANY
                                               s.  [     %] Growth & Value            AND FUND NAMES.
FIDELITY VARIABLE INSURANCE                                 Portfolio (NGF)
PRODUCTS FUNDS II                                                                     ee. [     %] ________________________
                                               t.  [     %] High Yield Bond
i.  [     %] VIP II Contrafund                              Portfolio (NHY)           ff. [     %] ________________________
             Portfolio (FCF)
                                               u.  [     %] Emerging Growth           gg. [     %] ________________________
j.  [     %] VIP II Index 500                               Portfolio (NIG)
             Portfolio (FIN)                                                          hh. [     %] ________________________
                                               v.  [     %] International Value
k.  [     %] VIP II Investment Grade                        Portfolio (NIV)
             Bond Portfolio (FIG)
                                               w.  [     %] Research Enhanced
                                                            Index Portfolio (WMS)

</TABLE>

We will allocate all future payments as shown above. You may change this
allocation by giving us written notice.

We reserve the right to limit your participation to a total of seventeen
Sub-Account funds over the lifetime of your Policy. Upon participation in the
seventeenth Sub-Account fund, you would be able to allocate premiums to and
transfer within the seventeen Sub-Account funds already used and which are still
available, but could not participate in any other Sub-Account funds.

I understand and agree that this supplement is part of my application for a life
insurance and will be considered part of my Policy with ReliaStar Life
Insurance Company.

Date         Signature of Agent             Signature of Proposed Contract Owner

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

47554                                                                      12-98

<PAGE>


RELIASTAR

LIFE INSURANCE APPLICATION


================================================================================


INSTRUCTIONS TO AGENTS

Temporary Insurance Agreement and Receipt

1.   Give to the applicant only if at least 10% of the initial annual premium
     (one monthly premium if a preauthorized method of collection is used) is
     taken with the application, or if a government allotment, account
     deduction, or other premium payment authorization form is completed with
     the application.

2.   Except as provided in the Receipt, you do not have authority to bind
     coverage.

3.   You do not have authority to vary the terms of the Receipt.

The check or money order is to be made payable to ReliaStar Life Insurance
Company (ReliaStar Life).

Settlement may not be accepted, nor may the Receipt be given, if:

1.   The amount of this application (including ADB) exceeds $500,000;

2.   The amount of this application (including ADB) plus all previously issued
     or applied for coverage with ReliaStar Life exceeds $1,000,000; or

3.   Either question 4, 5, or 6 of Section J is answered yes.

You must detach the notices regarding consumer reports, MIB, and information
practices and give them to the applicant.


                   RELIASTAR
                   RELIASTAR LIFE INSURANCE COMPANY
                   P.O. Box 20, Minneapolis, Minnesota 55440

45675a                                                                 Rev. 6/98




Stewart D. Gregg
Counsel

Phone (612) 372-5512
Fax (612) 342-7531


                                                                         EX-99.2
                                                    ATTORNEY OPINION AND CONSENT


April 2, 1999

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

Madam/Sir:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of flexible premium variable life insurance policies (the
"Policies") and interests in Select*Life Variable Account (the "Variable
Account"), I have examined documents relating to the establishment of the
Variable Account by the Board of Directors of ReliaStar Life Insurance Company
(the "Company") as a separate account for assets applicable to variable
contracts, pursuant to Minnesota Statutes Sections 61A.13 to 61A. 21, as
amended, and the Registration Statement, on Pre-effective Amendment No 1 to Form
S-6, File No. 333-69431 (the "Registration Statement") and I have examined such
other documents and have reviewed such matters as I deemed necessary for this
opinion, and I advise you that in my opinion:

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

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

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

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

Very truly yours,


Stewart D. Gregg
Counsel



                                                                       EX.99.C.l




INDEPENDENT AUDITORS' CONSENT

Board of Directors and Contract Holders
Select*Life Variable Account

We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement on Form S-6 (File No. 333-69431) of Select*Life Variable Account filed
under the Securities Act of 1933 of our report dated February 16, 1999 on the
audit of the financial statements of Select*Life Variable Account as of December
31, 1998 and for each of the three years in the period then ended, on the audit
of the consolidated financial statements of ReliaStar Life Insurance Company and
subsidiaries as of and for the years ended December 31, 1997 and 1996, appearing
in the Prospectus, which is a part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.




Deloitte & Touche



Minneapolis, MN
March 31, 1999



                                                                       EX-99.C.6
                                                   ACTUARIAL OPINION AND CONSENT



April 2, 1999

ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, MN 554400

Madam/Sir:

This opinion is furnished in connection with the registration by ReliaStar Life
Insurance Company of a flexible premium variable life insurance policy (the
"Contract") under the Securities Act of 1933, as amended. The Contract is
described in the Prospectus constituting a part of Pre-Effective Amendment No. 1
to the Registration Form S-6, File No. 333-69431.

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

In my opinion:

         The illustrations of Accumulation Values, Surrender Charges, Cash
         Surrender Values, and Death Benefits, included in the section entitled,
         "Illustration of Accumulation Values, Surrender Charges, Cash Surrender
         Values, and Death Benefits" in Appendix D of the Prospectus
         constituting part of the Registration Statement, based on the
         assumptions stated in the illustrations, are consistent with the
         provisions of the Contract. The rate structure of the Contract has not
         been designed so as to make the relationship between premiums and
         benefits, as shown in the illustrations, appear more favorable to a
         prospective purchaser of a Contract for a male Insured Age 40 nonsmoker
         in a standard Rate Class, than to prospective purchasers of the
         Contract for other ages, sexes, or Rate Classes. In any state where
         charges cannot be based upon the insured's sex, the rate structure of
         the Contract has not been designed so as to make the relationship
         between premium and benefits, as shown in the illustrations, appear
         more favorable to a prospective purchaser of the Contract for an
         Insured who is Age 40 than to prospective purchasers of the Contract
         for other ages.

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

Sincerely,



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




                        RELIASTAR LIFE INSURANCE COMPANY

                                EXHIBIT EX-99.D.1
          PROCEDURES FOR PURCHASE, REDEMPTION, TRANSFER, AND CONVERSION

                      FLEXIBLE PREMIUM VARIABLE LIFE POLICY
                     POLICY FORM 85-484 (MAY VARY BY STATE)

                                   MARCH 1999


This document sets forth the administrative procedures that will be followed by
ReliaStar Life Insurance Company ("ReliaStar Life") in connection with the
issuance of its Flexible Premium Variable Life Insurance Policy (the "Policy")
described in the Registration Statement, the transfer of the Policy's assets,
the redemption by Policy owners of their interest in the Policies and conversion
to fixed benefit insurance. Unless otherwise defined herein, all capitalized
terms used below have the meanings ascribed to them in the Prospectus for the
Policy contained in this Registration Statement.

           "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS

The following is a summary of the principal Policy provisions and administrative
procedures which constitute either direct or indirect purchase transactions. The
insurance aspects of the Policy cause procedures to differ in certain
significant respects from purchase procedures of mutual funds or contractual
plans.

PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

Premiums for the Policy will not be the same for all Policy owners. There is no
insurance until the initial premium is paid and all underwriting requirements
completed. The initial premium must be equal to or greater than three Minimum
Monthly Premiums (see "Payment and Allocation of Premiums Minimum Initial
Premium") unless the Policy owner authorizes premiums to be paid by bank account
monthly deduction or government allotment. In those cases, ReliaStar Life will
accept one Minimum Monthly Premium.

The Policy has a Death Benefit Guarantee if the Policy owner chooses to pay
premiums sufficient to maintain the Death Benefit Guarantee set forth in the
Policy. If the Death Benefit Guarantee is in effect during the Death Benefit
Guarantee Period as specified in the Policy, ReliaStar Life will then guarantee
that the Policy will remain in force during such period, even if the Policy's
Cash Surrender Value is not sufficient to pay the Monthly Deduction due.

After the initial premium, the Policy owner will determine a planned periodic
premium schedule that provides for a level premium payable at a fixed interval.
Payment of premium according to this schedule is not, however, mandatory and
failure to do so will not of itself cause the Policy to lapse. Instead, Policy
owners may determine the amount and timing of subsequent premiums subject to the
following restrictions:

1.        In most cases, payment of a cumulative premium sufficient to maintain
     the Death Benefit Guarantee will be required to keep the Policy in force
     during the early months of the Death Benefit Guarantee Period.
2.        ReliaStar Life may choose not to accept a premium less than $25.00.
3.        ReliaStar Life may require proof that the Insured is still insurable
     if any premium would increase the difference between the Death Benefit
     Guarantee and the Accumulation Value.
4.        ReliaStar Life will return to the Policy owner any premium paid that
     would exceed the current

<PAGE>

     maximum premium payments allowed for life insurance under federal law.

The Policy will stay in force as long as the Cash Surrender Value is sufficient
to pay the Monthly Deduction (the charges imposed in connection with the
Policy). The amount of premium, if any, required to keep the Policy in force
depends on the Cash Surrender Value which in turn depends on such factors as the
investment experience, the amount of any outstanding loans, and the Surrender
Charge. The Monthly Deduction varies with the cost of insurance charge and the
Mortality and Expense Risk Charge. The cost of insurance charge is based on the
principal of pooling and distribution of mortality risks, which assumes that
each Policy owner pays a premium commensurate with the mortality risks which are
actuarially determined based on issue age, Policy Year, premium rate class, and
in most instances, sex. The same rate applies to all Insureds in a given
actuarial category. The rate is based on ReliaStar Life's expectations as to
future mortality experience and other cost factors. The Mortality and Expense
Risk Charge depends on the amount of the Variable Accumulation Value.

The Policy will be sold according to established underwriting standards and
state insurance laws. State insurance laws prohibit unfair discrimination among
Policy owners but recognize that premiums must be based on factors such as age,
health, occupation, avocations, and in most states, the sex of the Insureds.

APPLICATION AND INITIAL PREMIUM PROCESSING

ReliaStar Life will follow certain insurance underwriting procedures to
determine whether the proposed Insured is insurable. Underwriting evaluates
risks from the information on the application, verification procedures such as
medical examinations, and additional information furnished by the applicant on
request. ReliaStar Life will not issue the Policy until the underwriting
procedure has been completed.

If the minimum initial premium is submitted with the application, insurance
coverage will begin on the Issue Date. After underwriting approval, the Issue
Date will ordinarily be the later of the date of the application or the date of
any required medical examination undertaken according to ReliaStar Life's
underwriting requirements. When, however, underwriting approval has not occurred
within 45 days of the receipt of the application (or with M-O-M or government
allotment billing methods), the Issue Date will be the date of underwriting
approval. If a premium is not paid with the application, insurance coverage will
begin on the later of the Issue Date or the date the premium is received.

The Policy Date is generally the same date as the Issue Date. It is used in
determining Policy Years, Policy Months, Monthly Anniversaries and Policy
Anniversaries. It is also the date as of which the insurance age of the proposed
Insureds is determined. A Policy Date may be any other date mutually agreed to
by ReliaStar Life, the Policy owner, and state statutes.

ReliaStar Life will credit net Premiums (gross premiums less the Premium Expense
Charge) from the Policy to the Select*Life Variable Account ("Variable Account")
or to the Fixed Account on the later of the following dates:

1.        The Valuation Date(1) following the date of underwriting approval;
2.        The Valuation Date on or next following the Policy Date; or
3.        The Valuation Date on or next following the date ReliaStar Life
     receives at least the required minimum initial premium payment.

ALLOCATION OF PREMIUMS

<PAGE>


The initial Net Premium and any other Net Premium received prior to the Initial
Premium Transfer Date(2) are allocated to the Fidelity VIP Money Market
Sub-account. On the Initial Premium Transfer Date, the value in this is
re-allocated based on the allocation to the Fixed Account and the Sub-accounts
of the Variable Account chosen by the Policy owner on the application for the
Policy. Any Net Premiums received on or after the Initial Premium Transfer date
are allocated directly according to this allocation. The Policy owner may change
the allocation at any time by notifying ReliaStar Life in writing. The Policy
owner may allocate 100% of Net Premiums to any Sub-account or the Policy owner
may divide in whole percentages the Net Premium and allocate such amounts among
more than one Sub-Account. ReliaStar Life reserves the right to adjust the
allocation of Net Premiums to eliminate fractional percentages.

PREMIUM PROCESSING

Whenever a premium payment is received, ReliaStar Life will subtract 5.00% of
the premium as a Premium Expense Charge. The Net Premium is credited to the
Variable and/or Fixed Account on the Valuation Date on or next following the
date ReliaStar Life receives the premium payment in accordance with the Policy
owner's current premium allocation.

REINSTATEMENT

A lapsed Policy and most riders may be reinstated anytime within five years
after lapse as long as the Policy has not been surrendered for its Cash
Surrender Value. To reinstate the Policy and any riders, the Policy owner must
submit evidence of insurability satisfactory to ReliaStar Life for the insured.
The Policy owner must pay a premium sufficient to keep the Policy and any riders
in force for at least two months following the date of reinstatement.

The Death Benefit Guarantee provision cannot be reinstated after the fifth
policy year.

LOAN REPAYMENTS

The interest rate charged on Policy loans will be an annual rate of 4.76190%,
payable in advance. After the tenth Policy Year, ReliaStar Life will charge
interest not to exceed an annual rate of 3.38164%, payable in advance, on that
portion of the 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 4.76190%.

A Policy loan may be repaid anytime while the Insured is living. Unless the
Policy owner specifies that a payment is a loan repayment, ReliaStar Life
generally considers any payments it receives as premium payments and not loan
repayments. However, ReliaStar Life reserves the right, at its discretion, to
apply any payment it receives as a loan repayment.

Loan repayments are credited to the Fixed Account and the Variable Account in
the form of Net Premiums without a Premium Expense Charge. ReliaStar Life
credits repayments according to the current premium allocation. Repayments are
credited at the end of the Valuation Period during which the payment was
received.

CORRECTION OF MISSTATEMENT OF AGE OR SEX

If the Insured's age or sex is misstated, ReliaStar Life adjusts the Death
Benefit to be the amount that the

<PAGE>


most recent cost of insurance would purchase using the correct cost of insurance
rate for the correct age and sex.

           "REDEMPTION PROCEDURES": SURRENDER AND RELATED TRANSACTIONS

The following is a summary of the principal Policy provisions and administrative
procedures which constitute redemptions under the Policy. These procedures
differ in certain significant respects from redemption procedures of mutual
funds or contractual plans.

CASH SURRENDER VALUE

At any time before the earlier of the death of the Insured, the Policy owner may
totally surrender the Policy by sending ReliaStar Life a written request. The
amount available for surrender is the Accumulation Value of the Policy reduced
by any Loan amount, unpaid Monthly Deductions, and during the first 10 Policy
Years and the first 10 years following a requested increase in Face Amount, this
amount is also reduced by a Surrender Charge. The Surrender Charge is determined
separately for the Face Amount and any subsequent increase in Face Amount. The
Surrender Charge is based on several factors such as the Face Amount and the
Policy Year. The Surrender Charge is shown in the Policy. The total amount
available at surrender is called the Cash Surrender Value.

The Cash Surrender Value is calculated at the end of the Valuation Period(3)
during which ReliaStar Life receives the Policy owner's surrender request. The
Policy owner may, however, elect to receive all or part of the Cash Surrender
Value under one of the settlement options described in the Policy. All fixed
benefit settlement options are subject to the restrictions and limitations set
forth in the Policy.

PARTIAL WITHDRAWALS

The Policy owner may also withdraw part of the Policy's Cash Surrender Value by
sending ReliaStar Life a written request. Only one partial withdrawal is allowed
in any Policy Year. The amount of any partial withdrawal must be at least
$500.00 but may not be more than 20% of the Cash Surrender Value. ReliaStar Life
currently makes a $10.00 charge for each partial withdrawal. ReliaStar Life
makes partial withdrawals from the Fixed Accumulation Value and the Variable
Accumulation Value on a proportionate basis. For the purpose of determining the
proportions, the outstanding loan amount is subtracted from the Fixed
Accumulation Value.

ReliaStar Life will generally pay the partial withdrawal within seven days of
receipt of the written request.

DEATH BENEFIT

As long as the Policy is in force, ReliaStar Life will generally pay the
proceeds of the Policy to the named beneficiary in accordance with the
designated Death Benefit Option within seven days after the receipt of due proof
of the Insured's death. Payment of proceeds may, however, be postponed under
certain circumstances(3). The amount of the Death Benefit is determined on the
Valuation Date on or next following the date of Insured's death. The proceeds
payable will be reduced by any Loan Amount and any unpaid Monthly Deduction.
These proceeds will be increased by any additional insurance provided by rider
and by the refund of any unearned Policy loan interest.

The amount of the Death Benefit to Age 100 is guaranteed not to be less than the
current Face Amount of

<PAGE>


the Policy as long as the Policy is in force (unless Death Benefit Option C is
in effect and total partial withdrawals made exceed total premiums paid). The
Death Benefit may, however, exceed the current Face Amount. The amount by which
the Death Benefit exceeds the Face Amount depends upon the Death Benefit Option
in effect and the Accumulation Value of the Policy. Under Option A (Level Amount
Option), the Death Benefit to Age 100 is the greater of the Face Amount or the
applicable percentage of Accumulation. Under Option B (Variable Amount Option),
the Death Benefit will always vary with the Accumulation Value since the Death
Benefit is the greater of the Face Amount plus the Accumulation Value of the
Policy, or the applicable percentage of the Accumulation. Under Option C (Face
Plus Premium Amount Option), the Death Benefit is the greater of the Face Amount
plus total Premiums paid net of total partial withdrawals, or the applicable
percentage of the Accumulation Value.

After age 100 and while the Policy is in force, the Death Benefit is the
AccumulationValue.

LOANS

After the first Policy Year, the Policy owner may use the Policy as security to
take out a loan (except that in Indiana loans may be made during the first
Policy Year). The maximum amount that the Policy owner may borrow at any time
90% of the Policy's Cash Value (the Accumulation Value less any Surrender
Charge). As required by state law, higher percentages of Cash Value may be
borrowed by Policy owners in Texas (100%). Each Policy loan must be at least
$500.00 except in Connecticut where the loan must be at least $200.00. The Loan
Value will be determined on the Valuation Date following the date the request
was received.

The portion of the loan allocated to the Sub-accounts of the Variable Account
will normally be paid within seven days after receipt of the written request.
Postponement of loans may take place under certain circumstances.(4) The amounts
held as security for the Policy loan are segregated within the Fixed
Accumulation Value of the Policy but will be credited with interest on a basis
different from other amounts in the Fixed Account. The total of all outstanding
loans is called the Loan Amount. All amounts held in the Fixed Account as
security for Policy loans will be credited with interest at an effective annual
rate currently equal to 3.00%. No additional interest will be credited to these
amounts.

The interest charged on Policy loans will be an annual rate of 4.76190%, payable
in advance. After the tenth Policy Year, ReliaStar Life will charge interest at
an annual rate not to exceed 3.38164%, payable in advance, on that portion of
the 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 4.76190%.

Amounts held as security for a Policy loan will come from the Fixed Account and
Sub-accounts of the Variable Accounts in the same proportion that the Policy's
Fixed Accumulation Value less any Loan Amount and the Policy's Variable
Accumulation Value in each Sub-account, bear to the Policy's total Accumulation
Value less any Loan Amount.

The portion of the Policy loan allocated to each Sub-account will be transferred
from the Sub-account to the Fixed Account thereby reducing the value held in the
Sub-account.

The Loan Amount is deducted from the total premium paid for purposes of
calculating whether the Policy owner has paid premiums sufficient to maintain
the Death Benefit Guarantee. The Loan Amount is deducted from the proceeds when
ReliaStar Life pays a death claim. Loans have priority over the claims of an
assignee or any other person. A Policy loan may be repaid in whole or in part at
any time

<PAGE>


while the Insured is living.

POLICY LAPSE

If the Death Benefit Guarantee is not in effect, the Policy will lapse at the
end of a 61-day grace period if, as of that Monthly Anniversary, the Loan Amount
is greater than the Policy's Accumulation Value reduced by the applicable
Surrender Charge; or the Cash Surrender Value is not sufficient to pay the
Monthly Deduction due. The grace period begins on the date ReliaStar Life
notifies the Policy owner and any collateral assignees of record of the required
premium. The Policy owner will then have 61 days from the date the notice is
mailed, to make the required payment to keep the Policy in force. If the payment
is not received within the 61-day period, the Policy will lapse. If the Insured
dies during this 61-day period, the Loan Amount and any unpaid Monthly Deduction
will be deducted from the proceeds payable.

TRANSFERS

The Variable Account currently has seven series Funds with twenty-eight
portfolios available for investment by the Sub-accounts. Each Sub-account
invests in shares, at net asset value, of a specified portfolio of the four
series Funds. A Policy owner may transfer Accumulation Value between the Fixed
Account and the Sub-accounts of the Variable Account or among the Sub-accounts
of the Variable Account by written request (or by telephone or fax if a
telephone/fax authorization form has been completed, is in effect and an I.D.
number has been assigned), subject to any conditions the Funds whose share are
involved may impose. ReliaStar Life currently allows twenty-four transfers in a
Policy Year but reserves the right to limit the policyowner to twelve per year.
ReliaStar Life considers all transfers received in the same request and made on
the same initial Valuation Date as one transfer. Transfers are made on the
Valuation Date on or next following the date the request is received.

To transfer all or part of the Variable Accumulation Value from a Sub-account,
Accumulation Units are redeemed and their value is reinvested in other
Sub-accounts or in the Fixed Account as directed by the Policy owner.

A Policy owner may transfer all or part of the Fixed Accumulation Value to the
Sub-accounts of the Variable Account, subject to the following limitations:

1.        The request to transfer must be postmarked no more than 30 days before
     or after the Policy Anniversary in any year, and only one transfer is
     permitted during this period;
2.        The Fixed Accumulation Value after the transfer must be at least equal
     to the Loan Amount;
3.        No more than 50% of the Fixed Accumulation Value, less any Loan
     Amount, may be transferred unless the balance, after the transfer, would be
     less than $1,000.00, in which event the full Fixed Accumulation Value, less
     any Loan Amount, may be transferred; and
4.        The Policy owner must transfer at least the lesser of $500.00 or the
     total Fixed Accumulation Value, less any Loan Amount.

While ReliaStar Life does not currently impose a transfer charge, it reserves
the right to make a charge not to exceed $25.00 per transfer.

Transfers resulting from loans and exercising Conversion Rights under the Policy
are not subject to any transfer charges and do not count against the number of
transfers.

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CONVERSION

At any time during the first two Policy Years or the first two years following a
requested increase in Face Amount, the Policy owner can request a transfer from
the Variable Account to the Fixed Account and indicate that he or she is
exercising the Conversion Rights under the Policy. Such 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 the transfer, there is no effect on the
Policy's Death Benefit, Face Amount, net amount at risk, Rate Class, or issue
age. To the extent that the Accumulation Value is held in the Fixed Account, the
benefits of the Policy do not vary with the investment performance of the
Variable Account.


(1) Valuation Date - Each day on which the New York Stock Exchange is open for
business except for a day that a Sub-Account's corresponding Fund does not value
its shares. The New York Stock Exchange is currently closed on weekends and on
the following holidays: New Year's Day; Presidents' Day; Good Friday; Memorial
Day; July Fourth; Labor Day; Thanksgiving Day; and Christmas Day.

(2) Initial Premium Transfer Date - For states with a 10 day free look
requirement, this is 15 days after the later of the mail date or the date we
receive from the final requirements to put the policy inforce. This period is
appropriately adjusted for states with a longer free look period requirement.

(3) 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.

(4) Payments from the Variable Account for death benefits, cash surrender,
partial withdrawal, or policy loans will normally be paid within seven days of
receipt of the written request and receipt of the policy form, if required.
ReliaStar Life may delay making payment when it is not able to determine the
Variable Accumulation Value because the New York Stock Exchange is closed for
trading; or the Securities and Exchange Commission determines that a state of
emergency exists. ReliaStar Life has the right to delay such payments from the
Fixed Account for up to six months from the date it receives the request,
subject to any state requirements. If payment is delayed for 30 days or more,
ReliaStar Life pays interest at an effective annual rate of 3 1/2% from the date
of the Insured's death, surrender, partial withdrawal, or policy loan request to
the date of payment.



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