SEPARATE ACCOUNT ONE OF NORTHERN LIFE INSURANCE CO
485BPOS, 1997-04-28
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<PAGE>


                                                                File No.33-90474
- --------------------------------------------------------------------------------
                                                                        811-9002
   
              As Filed with the Securities and Exchange Commission
                                April 25, 1997
    


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                      [ X ]

Pre-Effective Amendment No.                                      [   ]
                           --------
   
Post-Effective Amendment No.   3                                 [ X ]
                            -------
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT 
COMPANY ACT OF 1940                                              [ X ]
   
Amendment No.    4                                               [ X ]
              ------
    

                              SEPARATE ACCOUNT ONE
             (Exact Name of Registrant as Specified in its Charter)

                         NORTHERN LIFE INSURANCE COMPANY
                               (Name of Depositor)

                  1110 Third Avenue, Seattle, Washington  98101
        (Address of Depositor's Principal Executive Offices)  (Zip Code)

       Depositor's Telephone Number, including Area Code:  (206) 292-1111
   
                                  James E. Nelson
                         Northern Life Insurance Company
                                1110 Third Avenue
                           Seattle, Washington  98101
                     (Name and Address of Agent for Service)
    

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

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

   
[ ]  immediately upon filing pursuant to paragraph (b) of Rule 485
[X]  on April 30, 1997 pursuant to paragraph (b) of Rule 485
[ ]  60 days after filing pursuant to paragraph (a) of Rule 485
[ ]  on April 30, 1997 pursuant to paragraph (a) of Rule 485.
    
If appropriate, check the following box:

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

     Registrant has chosen to register an indefinite amount of securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940.  The
Rule 24f-2 Notice for Registrant's most recent fiscal year was filed on or about
February 21, 1997. 

 
<PAGE>

                              SEPARATE ACCOUNT ONE

                  Cross Reference Sheet Pursuant to Rule 495(a)

 Form N-4
Item Number    Part A Heading in Prospectus
- -----------    ----------------------------

     1.        Cover Page
     2.        Definitions
     3.        Summary
     4.        Condensed Financial Information
     5.        The Company; The Variable Account; Investments of the Variable
                Account
     6.        Charges Made by the Company
     7.        The Contracts
     8.        Annuity Provisions
     9.        The Contracts
     10.       The Contracts
     11.       The Contracts
     12.       Federal Tax Status
     13.       Legal Proceedings
     14.       Statement of Additional Information Table of Contents
     
               Part B Heading in Statement of Additional Information
               -----------------------------------------------------

     15.       Cover Page
     16.       Table of Contents
     17.       Introduction
     18.       Not Applicable
     19        Distribution of the Contracts
     20.       Distribution of the Contracts
     21.       Calculation of Yields and Total Returns
     22.       Annuity Provisions (In Prospectus)
     23.       Financial Statements
     
               Part C Headings
               ---------------

     24        Financial Statements and Exhibits
     25.       Directors and Officers of the Depositor
     26.       Persons Controlled by or Under Common Control with the Depositor
               or Registrant
     27.       Number of Contract Owners
     28.       Indemnification
     29.       Principal Underwriter
     30.       Location of Accounts and Records
     31.       Not Applicable
     32.       Undertakings 
<PAGE>
 
   
P R O S P E C T U S
   April 30, 1997
 
    
<PAGE>
                              SEPARATE ACCOUNT ONE
              INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
                                   ISSUED BY
                        NORTHERN LIFE INSURANCE COMPANY
                  1110 THIRD AVENUE, SEATTLE, WASHINGTON 98101
                           TELEPHONE: (206) 292-1111
 
   
    The  Individual Deferred Variable/Fixed Annuity  Contracts described in this
Prospectus ("Contracts") are  offered by  Northern Life  Insurance Company  (the
"Company")  for use in  connection with retirement  plans qualifying for special
tax treatment under  Sections 401(a), 403(b),  and 408 of  the Internal  Revenue
Code  of  1986, as  amended  (the "Code").  In  addition, one  of  the Contracts
described in this Prospectus is offered on a non-qualified basis.
    
 
    This Prospectus  offers two  series of  flexible premium  annuity  Contracts
which differ in the amount of Purchase Payments required, when Purchase Payments
can be made and certain charges imposed under the Contracts.
 
    The  Contracts provide  for accumulation  of Contract  Value and  payment of
annuity benefits on  a variable or  fixed basis, or  a combination variable  and
fixed  basis. Annuity Payouts under the  Contracts are deferred until a selected
later date.
 
   
    Purchase Payments  may  be  allocated  to  one  or  more  of  the  available
Sub-Accounts  of  Separate  Account  One (the  "Variable  Account"),  a separate
account of  the Company  and/or to  one  or both  Fixed Account  options,  Fixed
Account  A and  Fixed Account B,  which are part  of the general  account of the
Company. Information about Fixed Account A  and Fixed Account B is contained  in
Appendix A, on page A-1.
    
 
   
    Purchase  Payments allocated to one or more of the available Sub-Accounts of
the Variable Account,  as selected by  the Contract Owner,  will be invested  in
shares  at net asset  value of one or  more of a group  of investment funds (the
"Funds"). The  Funds are  currently three  porfolios of  the Northstar  Variable
Trust,  four portfolios of the Variable Insurance Products Fund, four portfolios
of the Variable  Insurance Products  Fund II and  four portfolios  of The  Alger
Amercan  Fund. The  Variable Account Contract  Value and the  amount of Variable
Annuity Payouts will vary, depending on the investment performance of the  Funds
whose  shares are  held in the  Sub-Accounts selected. This  Prospectus is valid
only when accompanied by Prospectuses for the Funds.
    
 
    Additional information about  the Contracts,  the Company  and the  Variable
Account  is contained in  a Statement of Additional  Information dated April 30,
1997, which has been filed with  the Securities and Exchange Commission  ("SEC")
and  is  available  upon request  without  charge  by writing  to  Northern Life
Insurance Company, P.O. Box 12530, Seattle, Washington 98111 or by accessing the
SEC's internet  web  site  (http://www.sec.gov).  The  Statement  of  Additional
Information  is  incorporated  by reference  in  this Prospectus.  The  Table of
Contents for the Statement of Additional Information may be found on page 32  of
this Prospectus.
 
    THIS  PROSPECTUS SETS  FORTH CONCISELY  THE INFORMATION  ABOUT THE CONTRACTS
THAT A  PROSPECTIVE  INVESTOR OUGHT  TO  KNOW  BEFORE INVESTING  AND  SHOULD  BE
RETAINED FOR FUTURE REFERENCE.
 
    NO   PERSON  IS  AUTHORIZED   TO  GIVE  ANY  INFORMATION   OR  TO  MAKE  ANY
REPRESENTATIONS OTHER THAN  THOSE CONTAINED IN  THIS PROSPECTUS OR  ACCOMPANYING
FUND  PROSPECTUSES AND,  IF GIVEN OR  MADE, SUCH  INFORMATION OR REPRESENTATIONS
MUST NOT BE  RELIED UPON  AS HAVING BEEN  AUTHORIZED. THIS  PROSPECTUS DOES  NOT
CONSTITUTE  AN OFFER OR SOLICITATION IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
SHARES  OF  THE  FUNDS  AND  INTERESTS IN  THE  CONTRACTS  ARE  NOT  DEPOSITS OR
OBLIGATIONS OF,  OR  GUARANTEED OR  ENDORSED  BY, A  BANK,  AND THE  SHARES  AND
INTERESTS   ARE  NOT  FEDERALLY   INSURED  BY  THE   FEDERAL  DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
                 THE DATE OF THIS PROSPECTUS IS APRIL 30, 1997.
 
   
15500 5-97
    
<PAGE>
                               TABLE OF CONTENTS
 
   
Definitions .................................................................. 3
Summary Of Contract Expenses ................................................. 5
Summary ...................................................................... 7
  Purpose of Contracts ....................................................... 7
  Series of Contracts ........................................................ 7
  Investment Alternatives .................................................... 8
  Purchasing a Contract ...................................................... 8
  Withdrawals ................................................................ 8
  Withdrawal Charge .......................................................... 8
  Other Charges .............................................................. 8
  Reallocations .............................................................. 8
  Fixed and Variable Annuity Payouts ......................................... 9
  Revocation ................................................................. 9
Condensed Financial Information .............................................. 9
Performance Information ..................................................... 10
The Company ................................................................. 12
The Variable Account ........................................................ 12
Investments Of The Variable Account ......................................... 12
  Reinvestment .............................................................. 15
  Addition, Deletion or Substitution of Fund Shares 15
Charges Made By The Company ................................................. 15
  Withdrawal Charge (Contingent Deferred Sales Charge) ...................... 15
  Partial Waiver of Withdrawal Charge ....................................... 16
  Annual Contract Charge .................................................... 17
  Mortality Risk Charge ..................................................... 17
  Expense Risk Charge ....................................................... 17
  Administrative Charge ..................................................... 17
  Sufficiency of Charges .................................................... 18
  Premium and Other Taxes ................................................... 18
  Reduction of Charges ...................................................... 18
  Expenses of the Funds ..................................................... 18
Administration .............................................................. 18
The Contracts ............................................................... 18
  Contract Application and Purchase Payments ................................ 18
  Revocation ................................................................ 19
  Allocation of Purchase Payments ........................................... 19
  Accumulation Unit Value ................................................... 19
  Net Investment Factor ..................................................... 19
  Death Benefit Before the Start Date ....................................... 20
  Payment of Death Benefit Before the Start
   Date ..................................................................... 20
  Death Benefit After Start Date ............................................ 20
  Withdrawal (Redemption) ................................................... 21
  Systematic Withdrawals .................................................... 21
  Loans Available from Certain Qualified
   Contracts ................................................................ 21
  Reallocations ............................................................. 22
    Written Reallocations ................................................... 22
    Telephone Reallocations ................................................. 23
    Automatic Reallocations ................................................. 23
    Dollar Cost Averaging Reallocations ..................................... 23
    Reallocations from the Fixed Accounts ................................... 24
  Assignments ............................................................... 24
  Contract Owner and Beneficiaries .......................................... 24
  Contract Inquiries ........................................................ 24
Annuity Provisions .......................................................... 25
  Start Date ................................................................ 25
  Annuity Payout Selection .................................................. 25
  Forms of Annuity Payouts .................................................. 25
  Frequency and Amount of Annuity Payouts ................................... 25
  Annuity Payouts ........................................................... 25
  Sub-Account Annuity Unit Value ............................................ 26
  Assumed Investment Rate ................................................... 26
Partial Annuitization ....................................................... 26
Federal Tax Status .......................................................... 26
  Introduction .............................................................. 26
  Tax Status of the Contract ................................................ 27
  Taxation of Annuities ..................................................... 28
  Possible Changes in Taxation .............................................. 29
  Transfers, Assignments or Exchanges of a Contract ......................... 29
  Withholding ............................................................... 29
  Multiple Contracts ........................................................ 29
  Taxation of Qualified Plans ............................................... 29
  Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans .............. 30
  Individual Retirement Annuities ........................................... 30
  Tax Sheltered Annuities ................................................... 30
  Possible Charge for the Company's Taxes ................................... 30
  Other Tax Consequences .................................................... 30
Voting of Fund Shares ....................................................... 30
Distribution Of The Contracts ............................................... 31
Reports To Contract Owners .................................................. 31
Legal Proceedings ........................................................... 31
Financial Statements And Experts ............................................ 31
Further Information ......................................................... 31
Statement of Additional Information Table of Contents ....................... 32
Appendix A ................................................................. A-1
Fund Prospectuses
Northstar Variable Trust (Northstar):
  Northstar Income and Growth Fund ................................. Northstar-1
  Northstar Multi-Sector Bond Fund ................................. Northstar-1
  Northstar Growth Fund ............................................ Northstar-1
Fidelity's Variable Insurance Products Fund (VIP):
  Money Market Portfolio ................................................. VIP-1
  Growth Portfolio ....................................................... VIP-1
  Equity-Income Portfolio ................................................ VIP-1
  Overseas Portfolio ..................................................... VIP-1
Fidelity's Variable Insurance Products Fund II (VIP II):
  Asset Manager Portfolio .............................................. VIPII-1
  Asset Manager: Growth Portfolio ...................................... VIPII-1
  Index 500 Portfolio .................................................. VIPII-1
  Contrafund Portfolio ................................................. VIPII-1
The Alger American Fund:
  Alger American Small Capitalization Portfolio ........................ Alger-1
  Alger American Growth Portfolio ...................................... Alger-1
  Alger American MidCap Growth
   Portfolio ........................................................... Alger-1
  Alger American Leveraged AllCap
   Portfolio ........................................................... Alger-1
 
    
 
                                       2
<PAGE>
                                  DEFINITIONS
 
ACCUMULATION  UNIT - A  unit of measure  used to determine  the Variable Account
   Contract Value.
 
ALGER - The Alger American Fund.
 
ANNUITANT - The person whose life determines the annuity payouts payable at  the
   Start Date under a Contract.
 
ANNUITY  PAYOUT DATE  - Unless  otherwise agreed  to by  the Company,  the first
   business day  of any  calendar month  in which  a Fixed  or Variable  Annuity
   Payout is made under a Contract.
 
ANNUITY  UNIT -  A unit of  measure used to  determine the amount  of a Variable
   Annuity Payout after the first Variable Annuity Payout.
 
BENEFICIARY - The  person(s) named by  the Contract Owner  to receive the  Death
   Benefit  upon the  death of the  Contract Owner or  Annuitant, if applicable,
   before the Start Date and to receive the balance of annuity payouts, if  any,
   under the annuity payout(s) in effect at the Annuitant's death.
 
CODE - The Internal Revenue Code of 1986, as amended.
 
CONTINGENT  BENEFICIARY - The  person(s) named to become  the Beneficiary if the
   Beneficiary dies.
 
CONTRACT ANNIVERSARY - The same day and month as the Issue Date each year.
 
CONTRACT EARNINGS - For  a Transfer Series Contract,  the Contract Value on  any
   Valuation  Date, plus  the aggregate Purchase  Payments withdrawn  up to that
   date, minus the aggregate Purchase Payments made up to that date.
 
CONTRACT OWNER - The person who controls  all the rights and privileges under  a
   Contract.
 
CONTRACT VALUE - The sum of the Variable Account Contract Value, plus the sum of
   the Fixed Account A and Fixed Account B Contract Values.
 
CONTRACT  YEAR - Each twelve-month period starting  with the Issue Date and each
   Contract Anniversary thereafter.
 
   
DEATH BENEFIT - The  amount payable, if  any, upon the  death, before the  Start
   Date  of  the Contract  Owner of  a  qualified Contract  or the  Annuitant or
   Contract Owner in the case of a non-qualified Contract.
    
 
DEATH BENEFIT VALUATION DATE  - The Valuation Date  next following the date  the
   Company  receives  proof  of death  and  an appropriate  written  request for
   payment of the Death Benefit from the Beneficiary.
 
FIXED ACCOUNT A - Part of the general account of the Company, which consists  of
   all  assets of  the Company,  other than  those assets  allocated to separate
   accounts of the Company.
 
FIXED ACCOUNT A CONTRACT VALUE - An amount equal to the sum of Purchase Payments
   allocated to  Fixed  Account A,  increased  by reallocations  made  to  Fixed
   Account  A (including amounts  reallocated to the  Loan Account) and interest
   credited to  Fixed Account  A, less  reallocations out  of Fixed  Account  A,
   withdrawals  from  Fixed Account  A  (including amounts  applied  to purchase
   annuity  payouts,  withdrawal  charges  and  applicable  premium  taxes)  and
   deductions for the Annual Contract Charge.
 
FIXED  ACCOUNT B - Part of the general account of the Company, which consists of
   all assets of  the Company,  other than  those assets  allocated to  separate
   accounts of the Company.
 
FIXED ACCOUNT B CONTRACT VALUE - An amount equal to the sum of Purchase Payments
   allocated  to  Fixed  Account B,  increased  by reallocations  made  to Fixed
   Account B and interest credited to Fixed Account B, less reallocations out of
   Fixed Account B, withdrawals from Fixed Account B (including amounts  applied
   to purchase annuity payouts, withdrawal charges and applicable premium taxes)
   and deductions for the Annual Contract Charge.
 
FIXED  ANNUITY PAYOUT - A series of periodic  payments to the Payee which do not
   vary in amount,  are guaranteed as  to principal and  interest, and are  paid
   from the general account of the Company.
 
FUND - Any open-end management investment company (or portfolio thereof) or unit
   investment  trust  (or  series thereof)  in  which a  Sub-Account  invests as
   described herein.
 
ISSUE DATE - The date on which the  Contract is issued as shown on the  Contract
   data page.
 
                                       3
<PAGE>
LOAN  ACCOUNT - The portion of Contract  Value segregated within Fixed Account A
   which is designated as security for a loan under the Contract.
 
   
NORTHSTAR - Northstar Variable Trust.
    
 
OUTSTANDING LOAN BALANCE - The aggregate  value of all existing loans, plus  any
   accumulated loan interest, less any loan repayments.
 
PAYEE - The person to whom the Company will make Annuity Payouts.
 
PURCHASE  PAYMENT -  A payment made  to the  Company under a  Contract which, if
   permitted under a Contract includes  periodic, single lump sum, rollover  and
   transfer payments.
 
   
QUALIFIED  PLAN - A retirement plan under Sections 401(a), 403(b), or 408 of the
   Code.
    
 
SEC - The Securities and Exchange Commission.
 
SPECIFIED CONTRACT ANNIVERSARY - Each sixth Contract Anniversary.
 
START DATE - The date on which all  of the Contract Value is used to purchase  a
   Fixed and/or Variable Annuity Payout.
 
SUB-ACCOUNT  - A subdivision of the  Variable Account available under a Contract
   which invests in shares of a specific Fund.
 
SUB-ACCOUNT CONTRACT VALUE - For any Sub-Account, an amount equal to the  number
   of  accumulation  units  of  that  Sub-Account  under  a  Contract  when  the
   Sub-Account Contract Value is computed,  multiplied by the accumulation  unit
   value for that Sub-Account.
 
WITHDRAWAL VALUE - The Contract Value less any applicable Withdrawal Charge, any
   Outstanding  Loan Balance  and in  the case  of a  full withdrawal,  less the
   Annual Contract Charge.
 
   
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; President's Day; Good  Friday;
   Memorial Day; July Fourth; Labor Day; Thanksgiving Day; and Christmas Day.
    
 
VALUATION  PERIOD -  The period of  time between  a Valuation Date  and the next
   Valuation Date.
 
VARIABLE ACCOUNT - Separate Account One, which is a separate investment  account
   of the Company.
 
VARIABLE  ACCOUNT CONTRACT  VALUE - The  sum of all  Sub-Account Contract Values
   under a Contract.
 
VARIABLE ANNUITY PAYOUT - A series of periodic payments to the Payee which  will
   vary  in  amount  based on  the  investment performance  of  the Sub-Accounts
   selected under a Contract.
 
   
VIP - Variable Insurance Products Fund.
    
 
   
VIP II - Variable Insurance Products Fund II.
    
 
                                       4
<PAGE>
                          SUMMARY OF CONTRACT EXPENSES
 
   
<TABLE>
<S>                                                                                             <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases.............................................................       None
Maximum Withdrawal Charge Transfer Series (a).................................................         6%
Maximum Withdrawal Charge Flex Series (a).....................................................         8%
Reallocation Charge (b).......................................................................       None
 
ANNUAL CONTRACT CHARGE........................................................................        $30(c)
 
VARIABLE ACCOUNT ANNUAL EXPENSES
   (as a percentage of average account value)
Mortality and Expense Risk Charges............................................................      1.25%
Other Account Fees and Expenses (See "Administrative Charge" on page 17.).....................       .15%
Total Variable Account Annual Expenses........................................................      1.40%
</TABLE>
    
 
ANNUAL FUND EXPENSES
(as a percentage of Fund average net assets)
 
   
<TABLE>
<CAPTION>
                                                                NORTHSTAR            NORTHSTAR        NORTHSTAR
                                                            INCOME AND GROWTH      MULTI-SECTOR        GROWTH
                                                                FUND (d)           BOND FUND (d)      FUND (d)
                                                          ---------------------  -----------------  -------------
<S>                                                       <C>                    <C>                <C>
Management (Advisory) Fees..............................            0.75%                0.75%            0.75%
Other Expenses..........................................            0.05%                0.05%            0.05%
Total Fund Annual Expense...............................            0.80%                0.80%            0.80%
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                VIP                  VIP                  VIP               VIP
                                           MONEY MARKET            GROWTH            EQUITY-INCOME       OVERSEAS
                                             PORTFOLIO          PORTFOLIO (e)        PORTFOLIO (e)     PORTFOLIO (e)
                                         -----------------  ---------------------  -----------------  ---------------
<S>                                      <C>                <C>                    <C>                <C>
Management (Advisory) Fees.............          0.21%                0.61%                0.51%             0.76%
Other Expenses.........................          0.09%                0.08%                0.07%             0.17%
Total Fund Annual Expense..............          0.30%                0.69%                0.58%             0.93%
 
<CAPTION>
 
                                                                   VIP II
                                              VIP II           ASSET MANAGER:           VIP II            VIP II
                                           ASSET MANAGER           GROWTH              INDEX 500        CONTRAFUND
                                           PORTFOLIO (e)        PORTFOLIO (e)        PORTFOLIO (f)     PORTFOLIO (e)
                                         -----------------  ---------------------  -----------------  ---------------
<S>                                      <C>                <C>                    <C>                <C>
Management (Advisory) Fees.............          0.64%                0.65%                0.13%             0.61%
Other Expenses.........................          0.10%                0.22%                0.15%             0.13%
Total Fund Annual Expense..............          0.74%                0.87%                0.28%             0.74%
<CAPTION>
 
                                               ALGER                                     ALGER             ALGER
                                             AMERICAN               ALGER              AMERICAN          AMERICAN
                                               SMALL              AMERICAN              MIDCAP           LEVERAGED
                                          CAPITALIZATION           GROWTH               GROWTH            ALLCAP
                                             PORTFOLIO            PORTFOLIO            PORTFOLIO         PORTFOLIO
                                         -----------------  ---------------------  -----------------  ---------------
<S>                                      <C>                <C>                    <C>                <C>
Management (Advisory) Fees.............          0.85%                0.75%                0.80%             0.85%
Other Expenses (excluding interest)....          0.03%                0.04%                0.04%             0.21%
Interest Expense.......................            --                   --                   --              0.03%
Total Fund Annual Expense..............          0.88%                0.79%                0.84%             1.09%
</TABLE>
    
 
                                       5
<PAGE>
   
EXAMPLES
    
 
    If  a  full withdrawal  of the  Contract Value  is  made at  the end  of the
applicable time period, the following expenses on a $1,000 investment,  assuming
a 5% annual return on assets, would be paid:
 
   
<TABLE>
<CAPTION>
                                                         1 YEAR              3 YEARS             5 YEARS            10 YEARS
                                                    -----------------   -----------------   -----------------   -----------------
                                                    TRANSFER    FLEX    TRANSFER    FLEX    TRANSFER    FLEX    TRANSFER    FLEX
                                                     SERIES    SERIES    SERIES    SERIES    SERIES    SERIES    SERIES    SERIES
<S>                                                 <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>
Northstar Income and Growth Fund..................    $79       $ 99      $122      $145      $149      $182      $280      $280
Northstar Multi-Sector Bond Fund..................     79         99       122       145       149       182       280       280
Northstar Growth Fund.............................     79         99       122       145       149       182       280       280
VIP Money Market Portfolio........................     74         94       107       131       124       158       229       229
VIP Growth Portfolio..............................     78         98       119       142       144       177       269       269
VIP Equity-Income Portfolio.......................     77        100       115       139       138       172       258       258
VIP Overseas Portfolio............................     80        100       126       148       156       189       293       293
VIP II Asset Manager Portfolio....................     78         98       120       143       146       180       274       274
VIP II Asset Manager:
  Growth Portfolio................................     80         99       124       147       153       186       287       287
VIP II Index 500 Portfolio........................     74         94       106       130       123       157       227       227
VIP II Contrafund Portfolio.......................     78         98       120       143       146       180       274       274
Alger American Small Capitalization Portfolio.....     80        100       124       147       153       186       288       288
Alger American Growth Portfolio...................     79         99       122       144       149       182       279       279
Alger American MidCap Growth Portfolio............     79         99       123       146       151       184       284       284
Alger American Leveraged AllCap Portfolio.........     82        101       131       153       164       196       309       309
</TABLE>
    
 
    If the Contract is annuitized at the end of the applicable time period or if
it  is not surrendered, the following expenses on a $1,000 investment assuming a
5% annual return would be paid:
 
   
<TABLE>
<CAPTION>
                                                         1 YEAR              3 YEARS             5 YEARS            10 YEARS
                                                    -----------------   -----------------   -----------------   -----------------
                                                    TRANSFER    FLEX    TRANSFER    FLEX    TRANSFER    FLEX    TRANSFER    FLEX
                                                     SERIES    SERIES    SERIES    SERIES    SERIES    SERIES    SERIES    SERIES
<S>                                                 <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>
Northstar Income and Growth Fund..................    $25       $25       $ 77      $ 77      $131      $131      $280      $280
Northstar Multi-Sector Bond Fund..................     25        25         77        77       131       131       280       280
Northstar Growth Fund.............................     25        25         77        77       131       131       280       280
VIP Money Market Portfolio........................     20        20         62        62       106       106       229       229
VIP Growth Portfolio..............................     24        24         74        74       126       126       269       269
VIP Equity-Income Portfolio.......................     23        23         70        70       120       120       258       258
VIP Overseas Portfolio............................     26        26         81        81       138       138       293       293
VIP II Asset Manager Portfolio....................     24        24         75        75       128       128       274       274
VIP II Asset Manager:
  Growth Portfolio................................     26        26         79        79       135       135       287       287
VIP II Index 500 Portfolio........................     20        20         61        61       105       105       227       227
VIP II Contrafund Portfolio.......................     24        24         75        75       128       128       274       274
Alger American Small Capitalization Portfolio.....     26        26         79        79       135       135       288       288
Alger American Growth Portfolio...................     25        25         77        77       131       131       279       279
Alger American MidCap Growth Portfolio............     25        25         78        78       133       133       284       284
Alger American Leveraged AllCap Portfolio.........     28        28         86        86       146       146       309       309
</TABLE>
    
 
                                       6
<PAGE>
   
(a)  The Withdrawal Charge  for the  Transfer Series Contracts  applies to  each
     Purchase  Payment.  The Withdrawal  Charge  is 6%  in  the Contract  Year a
     Purchase  Payment  is  received  by  the  Company  and  the  Contract  Year
     immediately  following. It decreases to 0% beginning the sixth year after a
     Purchase  Payment  was  received  by  the  Company.  For  the  Flex  Series
     Contracts,  the Withdrawal Charge is based  on Contract Years. It decreases
     from 8% in the first  three Contract Years to  0% after the tenth  Contract
     Year.  Under  certain  situations  amounts may  be  withdrawn  free  of any
     Withdrawal Charge or the  Withdrawal Charge may be  reduced or waived.  For
     more   information  on  the  Withdrawal   Charge,  see  "Withdrawal  Charge
     (Contingent Deferred Sales Charge)"  on page 15.  The Company reserves  the
     right  to  charge a  partial withdrawal  processing fee  not to  exceed the
     lesser of 2% of the partial withdrawal amount or $25. For more  information
     on  the processing fee,  see "Withdrawal Charge  (Contingent Deferred Sales
     Charge)" on page 15.
    
 
(b)  The Company currently  does not  assess a charge  on reallocations  between
     Sub-Accounts  or  to  or  from the  Fixed  Accounts,  although  the Company
     reserves the  right  to  assess  a  charge  not  to  exceed  $25  per  each
     reallocation.
 
   
(c)  The  Company currently  deducts an Annual  Contract Charge of  $30 from the
     Contract Value,  but reserves  the  right to  waive  the charge  where  the
     Contract Value exceeds $25,000.
    
 
   
(d)  The  investment  adviser  to the  Northstar  Variable Trust  has  agreed to
     reimburse the three Northstar Funds for any expenses in excess of 0.80%  of
     each  Fund's average  daily net  assets. In  the absence  of the investment
     adviser's expense reimbursements, the actual expenses that would have  been
     paid  by each Fund  during its fiscal  year ending December  31, 1996 would
     have been: Income and Growth Fund - 1.40%; Multi-Sector Bond Fund -  1.68%;
     and Growth Fund - 1.70%.
    
 
   
(e)  A  portion of the brokerage commissions that  certain funds pay was used to
     reduce  fund  expenses.  In  addition,  certain  funds  have  entered  into
     arrangements  with  their  custodian and  transfer  agent  whereby interest
     earned on  uninvested  cash  balances  was used  to  reduce  custodian  and
     transfer  agent expenses.  Including these reductions,  the total operating
     expenses presented in the table would  have been .67 for Growth  Portfolio,
     .56  for Equity-Income Portfolio, .92 for Overseas Portfolio, .73 for Asset
     Manager Portfolio,  .85 for  Asset  Manager Growth  Portfolio and  .71  for
     Contra Fund Portfolio.
    
 
   
(f)  FMR  agreed to reimburse a portion of Index 500 Portfolio's expenses during
     the period. Without  this reimbursement, the  fund's management fee,  other
     expenses   and  total  expenses  would  have  been  .28%,  .15%,  and  .43%
     respectively on an annualized basis.
    
 
    The  examples  shown   in  the   table  above  should   not  be   considered
representations  of past or future expenses. Actual expenses may be more or less
than those shown. THE 5% ANNUAL RETURN ASSUMED IS HYPOTHETICAL AND SHOULD NOT BE
CONSIDERED A  REPRESENTATION OF  PAST OR  FUTURE ANNUAL  RETURNS, WHICH  MAY  BE
GREATER OR LESS THAN THE ASSUMED RATE.
 
    The purpose of this table is to assist a Contract Owner in understanding the
various  costs and expenses that  a Contract Owner will  bear either directly or
indirectly. The table reflects the anticipated expenses of the Variable  Account
as  well as the actual expenses of the  Funds. The $30 Annual Contract Charge is
reflected as an annual percentage charge  in this table based on an  anticipated
average Contract Value of $10,000.
 
    In  addition to the  costs and expenses  shown in this  table, state premium
taxes may also be applicable. For  more information on state premium taxes,  see
page 18, "Premium and Other Taxes".
 
                                    SUMMARY
 
PURPOSE OF CONTRACTS
 
    The  Contracts are designed to  provide individuals with retirement benefits
through the accumulation of Purchase Payments on a fixed or variable basis,  and
by  applying such accumulations to provide Fixed, Variable, or combination Fixed
and Variable Annuity Payouts. The purpose of variable accumulation and  Variable
Annuity  Payouts is to provide returns to Contract Owners which offset or exceed
the effects of inflation. There is, however, no assurance that this purpose will
be achieved.
 
SERIES OF CONTRACTS
 
    This Prospectus describes two  series of individual deferred  variable/fixed
annuity  Contracts. Transfer Series Contracts include an individual deferred tax
sheltered annuity contract, an  individual deferred retirement annuity  contract
and an individual deferred annuity contract ("Transfer Series"). The Flex Series
Contracts  include a flexible premium  individual deferred tax sheltered annuity
contract and a  flexible premium individual  retirement annuity contract  ("Flex
Series").  For Transfer  Series Contracts  and Flex  Series Contracts  which are
Qualified Plans, the Company will accept
 
                                       7
<PAGE>
periodic, single sum, rollover  and transfer Purchase  Payments as permitted  by
the Code which are not less than the specific contract minimum Purchase Payment.
For the non-qualified Transfer Series Contract, the Company will accept periodic
and  single sum Purchase Payments, as  well as amounts transferred under Section
1035 of  the  Code, which  are  not less  than  the specified  Contract  minimum
Purchase  Payment. The Transfer Series and Flex Series Contracts differ in terms
of the amount of Purchase Payments required, when Purchase Payments can be  made
and  certain charges. (See "Contract Application  and Purchase Payments" on page
18, and "Charges Made by the Company" on page 15.)
 
INVESTMENT ALTERNATIVES
 
   
    Purchase Payments  may  be  allocated  to  one  or  more  of  the  available
Sub-Accounts of the Variable Account and to Fixed Account A and/or Fixed Account
B.  Purchase Payments allocated to one or  more Sub-Accounts will be invested in
shares of one  or more of  the Funds at  net asset value.  The Variable  Account
Contract  Value and the amount of  Variable Annuity Payouts will vary, primarily
based on the investment performance  of the Funds whose  shares are held in  the
Sub-Accounts  selected. (See "Investments of the  Variable Account" on page 12.)
Amounts in Fixed Account A and Fixed  Account B earn various rates of  interest,
with the minimum being the guaranteed rate.
    
 
PURCHASING A CONTRACT
 
    Individuals who want to purchase a Contract must complete an application and
provide  an initial Purchase  Payment which will  be sent to  the Company's Home
Office. The minimum and  maximum amount of Purchase  Payments vary depending  on
the  type  and  series of  Contract  purchased. (See  "Contract  Application and
Purchase Payments" on page 18.)
 
WITHDRAWALS
 
   
    The Contract Owner may, subject to  applicable law, make a total or  partial
withdrawal  at any time prior  to the Start Date by  giving a written request to
the Company.  (See  "Withdrawal  (Redemption)"  on page  21,  and  "Taxation  of
Annuities" on page 28.)
    
 
WITHDRAWAL CHARGE
 
    No deduction for a sales charge is made from Purchase Payments. A Withdrawal
Charge (Contingent Deferred Sales Charge) may, however, apply to full or partial
withdrawals, with certain exceptions. The maximum Withdrawal Charge on a full or
partial  withdrawal  under  a  Transfer  Series Contract  is  6%  of  the amount
withdrawn. The maximum Withdrawal Charge on a full or partial withdrawal under a
Flex Series Contract is 8% of the amount withdrawn. The Company may decrease  or
eliminate  the  Withdrawal  Charge  applicable  to  Contracts  sold  in  certain
circumstances if  it estimates  that  its sales  expenses  will be  lower.  (See
"Withdrawal Charge (Contingent Deferred Sales Charge)" on page 15.)
 
OTHER CHARGES
 
   
    On each Contract Anniversary before the Start Date (and upon full withdrawal
of  the Contract Value on a date  other than a Contract Anniversary) the Company
will deduct  from the  Contract Value  an  Annual Contract  Charge of  $30.  The
Company  reserves  the  right to  waive  the  Annual Contract  Charge  where the
Contract Value exceeds $25,000. The Annual  Contract Charge is to reimburse  the
Company for administrative expenses relating to the issue and maintenance of the
Contracts.  The Company  may decrease  or eliminate  the Annual  Contract Charge
applicable to  a  particular  Contract  sold  in  certain  circumstances  if  it
estimates  that its administrative expenses will be lower. (See "Annual Contract
Charge" on page 17.)
    
 
    The Company also deducts a Mortality Risk Charge, an Expense Risk Charge and
an Administrative Charge,  equal to an  annual rate  of 1.40% of  the daily  net
assets  of the available  Sub-Accounts of the  Variable Account. (See "Mortality
Risk Charge", "Expense  Risk Charge"  and "Administrative Charge"  on page  17.)
Additionally,  in  certain states  a  deduction for  premium  tax is  made. (See
"Premium and Other Taxes" on page 18.)
 
    A daily charge, based on a percentage  of average daily net assets, is  paid
by each Fund to its investment adviser for investment management. These charges,
and   other  Fund  charges  and  expenses,  are  more  fully  described  in  the
prospectuses for  the  Funds and  are  summarized  in the  Summary  of  Contract
Expenses  on page 5. All  of these charges and  expenses are borne indirectly by
Contract Owners.
 
REALLOCATIONS
 
    The Contract Owner may reallocate Contract Value among the Sub-Accounts, and
from one or more Sub-Accounts to  the Fixed Accounts. Reallocations may also  be
made  from  the Fixed  Accounts subject  to  certain limitations.  After Annuity
Payouts begin, Annuity Unit  Values may be  reallocated among the  Sub-Accounts,
but  no reallocations  may be made  to or  from the Fixed  Accounts. The Company
reserves the right to impose a charge of up to $25 for each reallocation and  to
limit   the  amount  and  number  of   reallocations  that  may  be  made.  (See
"Reallocations" on page 22.)
 
                                       8
<PAGE>
FIXED AND VARIABLE ANNUITY PAYOUTS
 
    At the  Contract Owner's  option, the  Annuitant may  receive Fixed  Annuity
Payouts, Variable Annuity Payouts or a combination of Fixed and Variable Annuity
Payouts.
 
   
REVOCATION
    
 
   
    The  Contract Owner  may return  the Contract within  ten days  after it was
delivered to  the Contract  Owner. In  such cases  the Company  will refund  the
Contract  Value. However, if required by applicable law, the Company will refund
all Purchase Payments it has received  under the Contract. (See "Revocation"  on
page 19.)
    
 
   
                        CONDENSED FINANCIAL INFORMATION
    
 
   
    The following table shows, for each Sub-Account of the Variable Account, the
value  of a Sub-Account Accumulation Unit as it is invested in portfolios at the
dates shown, and the total number of Sub-Account Accumulation Units  outstanding
at the end of each period:
    
 
   
<TABLE>
<CAPTION>
                                                                                                     YEAR ENDED    YEAR ENDED
                                                                                                    DECEMBER 31   DECEMBER 31
                                                                                                    ------------  ------------
                                                                                                        1995          1996
                                                                                                    ------------  ------------
<S>                                                                                                 <C>           <C>
SUB-ACCOUNT INVESTING IN NORTHSTAR'S:
 (all Sub-Accounts from October 20, 1995):
Income and Growth Fund
  Beginning of period.............................................................................   $  10.0000    $  10.3844
  End of period...................................................................................   $  10.3844    $  11.6518
  Units outstanding at end of period..............................................................        2,292        62,237
Multi-Sector Bond Fund
  Beginning of period.............................................................................   $  10.0000    $  10.2402
  End of period...................................................................................   $  10.2402    $  11.4373
  Units outstanding at end of period..............................................................        1,937        52,791
Growth Fund
  Beginning of period.............................................................................   $  10.0000    $  10.1010
  End of period...................................................................................   $  10.1010    $  12.2600
  Units outstanding at end of period..............................................................        1,068       318,138
FIDELITY'S VIP:
 (all Sub-Accounts from October 20, 1995):
Money Market Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.0743
  End of period...................................................................................   $  10.0743    $  10.4712
  Units outstanding at end of period..............................................................           --       104,844
Growth Portfolio
  Beginning of period.............................................................................   $  10.0000    $   9.8237
  End of period...................................................................................   $   9.8237    $  11.1103
  Units outstanding at end of period..............................................................        5,112       210,258
Equity-Income Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.7172
  End of period...................................................................................   $  10.7172    $  12.0764
  Units outstanding at end of period..............................................................        3,922       370,036
Overseas Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.3139
  End of period...................................................................................   $  10.3139    $  11.5134
  Units outstanding at end of period..............................................................        1,765       106,840
</TABLE>
    
 
                                       9
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                     YEAR ENDED    YEAR ENDED
                                                                                                    DECEMBER 31   DECEMBER 31
                                                                                                    ------------  ------------
                                                                                                        1995          1996
                                                                                                    ------------  ------------
FIDELITY'S VIP II:
 (all Sub-Accounts from October 20, 1995):
<S>                                                                                                 <C>           <C>
Asset Manager Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.4586
  End of period...................................................................................   $  10.4586    $  11.8181
  Units outstanding at end of period..............................................................        1,960        64,183
Asset Manager: Growth Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.3997
  End of period...................................................................................   $  10.3997    $  12.2981
  Units outstanding at end of period..............................................................        6,432        58,201
Index 500 Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.5862
  End of period...................................................................................   $  10.5862    $  12.8201
  Units outstanding at end of period..............................................................          702       231,904
Contrafund Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.2935
  End of period...................................................................................   $  10.2935    $  12.3118
  Units outstanding at end of period..............................................................        7,417       314,103
ALGER AMERICAN FUND'S:
 (all Sub-Accounts from October 20, 1995):
Small Capitalization Portfolio
  Beginning of period.............................................................................   $  10.0000    $   9.8255
  End of period...................................................................................   $   9.8255    $  10.0929
  Units outstanding at end of period..............................................................        9,498       261,902
Growth Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.0072
  End of period...................................................................................   $  10.0072    $  11.1841
  Units outstanding at end of period..............................................................        7,531       162,852
MidCap Growth Portfolio
  Beginning of period.............................................................................   $  10.0000    $   9.8937
  End of period...................................................................................   $   9.8937    $  10.9156
  Units outstanding at end of period..............................................................        2,208       227,029
Leveraged AllCap Portfolio
  Beginning of period.............................................................................   $  10.0000    $  10.2636
  End of period...................................................................................   $  10.2636    $  11.3381
  Units outstanding at end of period..............................................................        3,864       130,393
</TABLE>
    
 
   
    The  Sub-Accounts investing in Northstar Variable Trust, Fidelity's Variable
Insurance Products Fund, Fidelity's Variable Insurance Products Fund II and  The
Alger American Fund were not available under the Contracts prior to 1995.
    
 
                            PERFORMANCE INFORMATION
 
    From  time to time, the Company may advertise or include in sales literature
yields, effective  yields, and  total returns  for the  available  Sub-Accounts.
THESE  FIGURES ARE BASED ON  HISTORICAL EARNINGS AND DO  NOT INDICATE OR PROJECT
FUTURE PERFORMANCE.  Each  Sub-Account may,  from  time to  time,  advertise  or
include in sales literature performance relative to certain performance rankings
and  indices compiled by independent organizations. More detailed information as
to the calculation  of performance information,  and comparisons with  unmanaged
market indices appears in the Statement of Additional Information.
 
    Yields, effective yields and total returns for the Sub-Accounts are based on
the  investment performance  of the corresponding  portfolios of  the Funds. The
performance, in part, reflects the Funds' expenses. See the Prospectuses for the
Funds.
 
   
    The yield of  the Sub-Account investing  in the VIP  Money Market  Portfolio
refers  to the annualized  income generated by an  investment in the Sub-Account
over  a  specified  seven-day  period.  The  yield  is  calculated  by  assuming
    
 
                                       10
<PAGE>
that  the income generated for that seven-day period is generated each seven-day
period over a 52-week period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income  earned
by  an investment in the Sub-Account is  assumed to be reinvested. The effective
yield will be slightly higher than  the yield because of the compounding  effect
of this assumed reinvestment.
 
   
    The yield of a Sub-Account (except the Money Market Sub-Account investing in
the  VIP Money Market Portfolio) refers to the annualized income generated by an
investment in the Sub-Account over a  specified 30 day or one-month period.  The
yield  is calculated  by assuming  that the  income generated  by the investment
during that 30-day or one-month period is generated each period over a  12-month
period and is shown as a percentage of the investment.
    
 
    The  total return of  a Sub-Account refers to  return quotations assuming an
investment under a Contract has been held in the Sub-Account for various periods
of time including,  but not  limited to,  a period  measured from  the date  the
Sub-Account  commenced operations. Average  annual total return  refers to total
return quotations that are  annualized based on an  average return over  various
periods of time.
 
    The  average  annual total  return quotations  represent the  average annual
compounded rates of  return that would  equate an initial  investment of  $1,000
under a Contract to the redemption value of the investment as of the last day of
each  of the  periods for  which total  return quotations  are provided. Average
annual total return information shows the average percentage change in the value
of an investment  in the Sub-Account  from the beginning  date of the  measuring
period  to the end of  that period. This version  of average annual total return
reflects all  historical investment  results, less  all charges  and  deductions
applied  against  the Sub-Account  (including any  Withdrawal Charge  that would
apply if a  Contract Owner terminated  the Contract  at the end  of each  period
indicated, but excluding any deductions for premium taxes).
 
    When  a Sub-Account  has been  in operation  for one,  five, and  ten years,
respectively, the  average  annual  total  return  for  these  periods  will  be
provided.  For periods prior  to the date  the Sub-Account commenced operations,
performance information  for  Contracts  funded  by  the  Sub-Accounts  will  be
calculated  based on the performance of the Funds' Portfolios and the assumption
that the Sub-Accounts were in existence for the same periods as those  indicated
for  the Funds'  Portfolios, with  the level  of Contract  Charges that  were in
effect at the inception of the Sub-Accounts for the Contracts.
 
    Average total  return information  may be  presented, computed  on the  same
basis  as described  above, except  deductions will  not include  the Withdrawal
Charge. In addition, the Company may  from time to time disclose average  annual
total  return in non-standard formats and  cumulative total return for Contracts
funded by the Sub-Accounts.
 
    The Company may, from time to  time, also disclose yields and total  returns
for  the Portfolios of the Funds, including such disclosure for periods prior to
the dates the Sub-Accounts commenced operations.
 
    For additional information  regarding the calculation  of other  performance
data, please refer to the Statement of Additional Information.
 
    In advertising and sales literature, the performance of each Sub-Account may
be  compared to the performance of other  variable annuity issuers in general or
to the performance of particular types of variable annuities investing in mutual
funds, or investment series of  mutual funds with investment objectives  similar
to  each  of  the  Sub-Accounts. Lipper  Analytical  Services,  Inc. ("Lipper"),
Morningstar, Inc. ("Morningstar") and the Variable Annuity Research Data Service
("VARDS") are independent  services which  monitor and rank  the performance  of
variable  annuity  issuers  in  each  of  the  major  categories  of  investment
objectives on an industry-wide basis.
 
    Lipper's and Morningstar's rankings include variable life insurance  issuers
as  well  as  variable annuity  issuers.  VARDS rankings  compare  only variable
annuity issuers. The  performance analyses prepared  by Lipper, Morningstar  and
VARDS each rank such issuers on the basis of total return, assuming reinvestment
of  distributions, but  do not take  sales charges, redemption  fees, or certain
expense  deductions  at  the  separate  account  level  into  consideration.  In
addition,  VARDS prepares risk adjusted rankings,  which consider the effects of
market risk on total return performance.  This type of ranking provides data  as
to  which funds  provide the highest  total return within  various categories of
funds defined by the degree of risk inherent in their investment objectives.
 
    Advertising and sales literature  may also compare  the performance of  each
Sub-Account  to the Standard  & Poor's Composite  Index of 500  Common Stocks, a
widely used  measure of  stock  performance. This  unmanaged index  assumes  the
reinvestment  of dividends but does not  reflect any "deduction" for the expense
of operating  or managing  an investment  portfolio. Other  independent  ranking
services and indices may also be used as a source of performance comparison.
 
                                       11
<PAGE>
    The  Company  may  also report  other  information including  the  effect of
tax-deferred compounding on  a Sub-Account's investment  returns, or returns  in
general,  which may be illustrated by tables, graphs, or charts. The Company may
also illustrate  the  accumulation of  Contract  Value and  payment  of  annuity
benefits  on a  variable or  fixed basis,  or a  combination variable  and fixed
basis, based on hypothetical rates of return, and compare those illustrations to
mutual fund  hypothetical  illustrations,  using  charts,  tables,  and  graphs,
including  software  programs utilizing  such  charts, tables,  and  graphs. All
income and capital gains derived from Sub-Account investments are reinvested and
can lead  to substantial  long-term accumulation  of assets,  provided that  the
underlying portfolio's investment experience is positive.
 
                                  THE COMPANY
 
   
    The   Company,  organized  in  1906,  is  a  stock  life  insurance  company
incorporated under  the laws  of the  State  of Washington.  The Company  is  an
indirect,  wholly-owned subsidiary of ReliaStar  Financial Corp., formerly known
as The  NWNL Companies,  Inc., a  publicly-traded holding  company  incorporated
under  the laws of the  State of Delaware, whose  subsidiaries specialize in the
life insurance and  related financial  services businesses.  The Company  offers
individual  and group annuity contracts. The  Company is admitted to do business
in the District of Columbia and all  states except New York. Its Home Office  is
at 1110 Third Avenue, Seattle, Washington 98101.
    
 
                              THE VARIABLE ACCOUNT
 
    The  Variable Account is a separate account of the Company established under
the insurance laws of the  State of Washington on  March 22, 1994. The  Variable
Account  is  registered  with the  SEC  as  a unit  investment  trust  under the
Investment Company Act of 1940, as amended ("1940 Act"). Such registration  does
not  involve supervision by the SEC of  the management or investment policies or
practices of the  Variable Account, the  Company or the  Funds. The Company  has
complete  ownership and control of the assets in the Variable Account, but these
assets are held separately from the Company's  other assets and are not part  of
the Company's general account.
 
    The  portion of the assets of the Variable Account equal to its reserves and
other Contract liabilities will not  be chargeable with liabilities arising  out
of  any other business of the Company. The income, gains and losses, realized or
unrealized, from assets allocated to the Variable Account will be credited to or
charged against the Variable Account, without regard to the other income, gains,
or losses of the Company.
 
   
    Purchase Payments allocated to the Variable Account are allocated to one  or
more  Sub-Accounts selected by  the Contract Owner.  Each Sub-Account invests in
shares of  a specific  Fund at  net  asset value.  The future  Variable  Account
Contract  Value will  depend, primarily,  on the  investment performance  of the
Funds whose shares are held in the Sub-Accounts.
    
 
                      INVESTMENTS OF THE VARIABLE ACCOUNT
 
   
    When a  Contract  is applied  for,  the Contract  Owner  may elect  to  have
Purchase  Payments allocated to  one or more of  the available Sub-Accounts. The
Contract Owner  may  also, subject  to  the  limits discussed  below,  change  a
Purchase  Payment allocation for future Purchase Payments and may reallocate all
or part of any Sub-Account Contract Value to another Sub-Account that invests in
shares of another Fund.
    
 
   
    There are currently fifteen Sub-Accounts, each of which invests in shares of
one of the  Funds. The Company  reserves the right,  subject to compliance  with
applicable  law, to offer additional Sub-Accounts, each of which could invest in
a new fund with a specified investment objective. The Company contemplates  that
if  it adds  additional Sub-Accounts to  the Variable Account,  a Contract Owner
would be limited to participating in a maximum of sixteen Sub-Accounts over  the
lifetime of the Contract. The Contract Owner would not be required to select the
Sub-Accounts in advance, but upon reaching participation in sixteen Sub-Accounts
since  issue of the Contract, the Contract  Owner would only be able to transfer
within the sixteen Sub-Accounts already  selected and which are still  available
under the Variable Account.
    
 
   
    For  example, assume a  Contract Owner selects  six Sub-Accounts. Later, the
Contract Owner transfers out  of all of the  six initial selections and  chooses
ten  different Sub-Accounts,  none of  which are  the same  as the  original six
selections. The Contract  Owner has now  used the maximum  selection of  sixteen
Sub-Accounts.  The  Contract  Owner  may  still  allocate  Purchase  Payments or
transfer Contract  Values  among  any  of the  sixteen  Sub-Accounts  that  were
previously  selected. However, the Contract Owner  may not allocate funds to the
remaining Sub-Accounts at  any time. A  Contract Owner may  transfer partial  or
complete  Contract Values from the Variable Account to Fixed Accounts A and B at
any time.
    
 
                                       12
<PAGE>
   
    Northstar Investment Management  Corporation is the  investment adviser  for
the  three Northstar Funds offered through  the Contracts. Fidelity Management &
Research Company is the  investment adviser for the  four portfolios of VIP  and
the  four  portfolios  of  VIP  II offered  through  the  Contracts.  Fred Alger
Management, Inc. is the investment adviser for the four portfolios of the  Alger
American  Fund offered through  the contracts. The  investment advisers are paid
fees for their services by the  Funds they manage. The Funds currently  offered,
together  with their  investment objectives,  are briefly  described below. More
detailed  information  concerning  the   investment  objectives,  policies   and
restrictions  pertaining  to the  Funds  and the  expenses,  investment advisory
services and charges  and risks attendant  to investing in  the Funds and  other
aspects  of their operations  can be found  in the current  prospectuses for the
Funds which accompany this  Prospectus and the  current Statement of  Additional
Information for each Fund. THE FUND PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE
ANY  DECISION  IS  MADE  CONCERNING  THE  ALLOCATION  OF  PURCHASE  PAYMENTS  OR
REALLOCATIONS AMONG THE SUB-ACCOUNTS.
    
 
   
NORTHSTAR VARIABLE TRUST (NORTHSTAR)
    
 
    Northstar is a mutual fund offering multiple investment portfolios, of which
the following three portfolios are offered under the Contracts:
 
   
    NORTHSTAR INCOME  AND  GROWTH  FUND  is  a  diversified  portfolio  with  an
investment  objective of seeking  current income balanced  with the objective of
achieving capital appreciation. The Fund seeks to achieve its objective  through
investments   in  common  and  preferred  stocks,  convertible  securities,  and
investment grade debt  securities of corporate  and government issues,  selected
for  their prospects of  producing income and  growth of capital. Wilson/Bennett
Capital Management, Inc. is the sub-advisor to this Fund and is responsible  for
the  day-to-day investment management of the Fund, subject to the supervision of
the investment adviser and the  Trustees of the Fund.  All fees and expenses  of
the subadvisory arrangement are borne by the investment adviser.
    
 
    NORTHSTAR  MULTI-SECTOR  BOND  FUND  is  a  diversified  portfolio  with  an
investment  objective  of   maximizing  current  income   consistent  with   the
preservation  of  capital.  The  Fund  will seek  to  achieve  its  objective by
investment in a number of sectors of the fixed income securities markets.
 
    NORTHSTAR  GROWTH  FUND  is  a  diversified  portfolio  with  an  investment
objective  of long-term capital  growth primarily through  investments in equity
securities diversified  over  industries and  companies  which are  believed  to
provide  above  average  potential  for  capital  appreciation.  Navellier  Fund
Management, Inc. serves as  sub-adviser to the Fund  and is responsible for  the
day-to-day  investment management of the Fund, subject to the supervision of the
investment adviser and the Trustees  of the Fund. All  fees and expenses of  the
subadvisory arrangement are borne by the investment adviser.
 
   
VARIABLE INSURANCE PRODUCTS FUND (VIP)
    
 
   
    VIP  is a mutual fund trust  currently including five investment portfolios,
each with  a  different  investment  objective.  Presently  the  following  four
portfolios are offered in the Contracts:
    
 
    MONEY  MARKET PORTFOLIO seeks to obtain as high a level of current income as
is consistent with  preserving capital  and providing  liquidity. The  Portfolio
will   invest  only  in  high-quality   U.S.  dollar  denominated  money  market
instruments of domestic and foreign issuers.  An investment in the Portfolio  is
not  insured or guaranteed by the U.S. Government, and there can be no assurance
that the Portfolio will maintain a stable net asset value per share of $1.00.
 
    GROWTH PORTFOLIO  seeks  to  achieve  capital  appreciation.  The  Portfolio
normally purchases common stocks, although its investments are not restricted to
any  one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
 
    EQUITY-INCOME PORTFOLIO seeks  reasonable income by  investing primarily  in
income-producing  equity securities. In choosing  these securities the Portfolio
will also consider the potential for capital appreciation. The Portfolio's  goal
is  to  achieve a  yield which  exceeds  the composite  yield on  the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.
 
    OVERSEAS PORTFOLIO  seeks  long-term  growth of  capital  primarily  through
investments  in  foreign securities.  Overseas  Portfolio provides  a  means for
investors to diversify their  own portfolios by  participating in companies  and
economies outside of the United States.
 
   
VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
    
 
   
    VIP   II  is  a  mutual  fund  trust  currently  including  five  investment
portfolios, each with a different investment objective. Presently the  following
four portfolios are offered in the Contracts:
    
 
    ASSET  MANAGER PORTFOLIO seeks high total  return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks, bonds  and
short-term, fixed-income, instruments.
 
                                       13
<PAGE>
    ASSET  MANAGER: GROWTH  PORTFOLIO seeks  to maximize  long-term total return
with less risk than a pure  stock investment. The Portfolio seeks maximum  total
return  by  allocating  its assets  among  stocks offering  the  greatest growth
potential for long-term goals; bonds which provide balance and income to  offset
the  volatility  of  stocks; and  short  term instruments  adding  liquidity and
stability to the overall mix.
 
    INDEX 500 PORTFOLIO seeks to  provide investment results that correspond  to
the total return (i.e., the combination of capital changes and income) of common
stocks  publicly traded  in the  United States.  In seeking  this objective, the
Portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low.
 
    CONTRAFUND PORTFOLIO seeks  capital appreciation by  investing in  companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The   portfolio  usually  invests  primarily  in  common  stock  and  securities
convertible into common stock, but it has the flexibility to invest in any  type
of security that may produce capital appreciation.
 
THE ALGER AMERICAN FUND
 
    The Alger American Fund is a mutual fund offering six investment portfolios,
of which the following four portfolios are offered under the Contract.
 
   
    ALGER  AMERICAN  SMALL CAPITALIZATION  PORTFOLIO  seeks to  obtain long-term
capital appreciation. Except during  temporary defensive periods, the  Portfolio
invests at least 65% of its total assets in equity securities of companies that,
at  the time  of purchase  of the  securities, have  total market capitalization
within the  range  of  companies  included in  the  Russell  2000  Growth  Index
("Russell  Index")  or  the  S&P  SmallCap  600  Index  ("S&P  Index"),  updated
quarterly. Both indexes are broad indexes of small capitalization stocks. As  of
March  31, 1997,  the range  of market  capitalization companies  in the Russell
Index was $10 million  to $1.94 billion; the  range of market capitalization  of
the  companies in the S&P Index at that  date was $32 million to $2.579 billion.
The combined range was $10 million to $2.579 billion.
    
 
   
    ALGER  AMERICAN  GROWTH   PORTFOLIO  seeks  to   obtain  long-term   capital
appreciation.  The Portfolio will invest its assets primarily in companies whose
securities are traded  on domestic  stock exchanges or  in the  over-the-counter
market.  Except during temporary defensive periods, the Portfolio will invest at
least 65% of its total assets in  the securities of companies that, at the  time
of  purchase of the securities, have a total market capitalization of $1 billion
or greater.
    
 
   
    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO seeks long-term capital appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included  in the  S&P MidCap  400 Index,  updated quarterly.  The S&P
MidCap 400 Index is designed to  track the performance of medium  capitalization
companies.  As of March  31, 1997, the  range of market  capitalization of these
companies was $120 million to $7.193 billion.
    
 
    ALGER  AMERICAN   LEVERAGED  ALLCAP   PORTFOLIO  seeks   long-term   capital
appreciation.  The Portfolio may purchase put  and call options and sell (write)
covered call and put  options on securities and  securities indexes to  increase
gain and to hedge against the risk of unfavorable price movements, and may enter
into  futures contracts on securities indexes and purchase and sell call and put
options on these futures contracts. The Portfolio may also borrow money for  the
purchase  of additional securities. The Portfolio may borrow only from banks and
may not borrow in excess  of one third of the  market value of its assets,  less
liabilities  other than such borrowing. The Portfolio will invest 85% of its net
assets in equity securities of companies of any size.
 
THERE IS NO  ASSURANCE THAT THE  STATED OBJECTIVES  AND POLICIES OF  ANY OF  THE
FUNDS WILL BE ACHIEVED.
 
   
    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 certain of the Company's
insurance  company  affiliates. These  amounts  are intended  to  compensate the
Company  or  the  Company's  affiliates  for  administrative,  record   keeping,
distribution,  and other services  provided by such parties  to the 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 Funds  are  available  to  registered  separate  accounts  of  insurance
companies,  other  than the  Company,  offering variable  annuity  Contracts and
variable life insurance  policies. The  Company currently does  not foresee  any
disadvantages to Contract Owners resulting from the Funds selling shares to fund
products  other  than the  Contracts.  However, there  is  a possibility  that a
material conflict may arise  between Contract Owners  whose Contract Values  are
allocated  to  the Variable  Account and  the Contract  Owners of  variable life
insurance policies and variable annuity Contracts issued
 
                                       14
<PAGE>
by the Company or by such other  companies whose assets are allocated to one  or
more  other separate accounts investing in any one of the Funds. In the event of
a material  conflict  the  Company  will take  any  necessary  steps,  including
removing  the Variable Account's investment in  the Fund, to resolve the matter.
The Board of Directors or Trustees of each Fund will monitor events in order  to
identify  any  material conflicts  that possibly  may  arise and  determine what
action, if any, should be  taken in response to  those events or conflicts.  See
each individual Fund prospectus for more information.
 
REINVESTMENT
 
    The  Funds  described above  have  as a  policy  the distribution  of income
dividends and  capital gains.  However, under  the Contracts  described in  this
Prospectus there is an automatic reinvestment of such distributions.
 
ADDITION, DELETION OR SUBSTITUTION OF FUND SHARES
 
    The Company reserves the following rights:
 
        - The  Company may add to, delete  from or substitute shares that
          may be purchased for  or held in the  Variable Account. If  the
          shares  of a Fund are no  longer available for investment or if
          in the Company's judgment further  investment in a Fund  should
          become  inappropriate in view  of the purposes  of the Variable
          Account, the Company  may redeem  the shares, if  any, of  that
          portfolio  and substitute shares of another registered open-end
          management investment company.
 
        - The Company  may  establish additional  Sub-Accounts,  each  of
          which would invest in shares of a new portfolio of a Fund or in
          shares   of  another  investment  company  having  a  specified
          investment objective. The Company may, in its sole  discretion,
          establish   new   Sub-Accounts   or  eliminate   one   or  more
          Sub-Accounts if  marketing,  tax considerations  or  investment
          conditions  warrant. Any new Sub-Accounts may be made available
          to existing Contract Owners on a basis to be determined by  the
          Company.
 
        - The  Company may, if it deems it to be in the best interests of
          Contract Owners and Annuitants: (a) manage the Variable Account
          as a  management investment  company under  the 1940  Act;  (b)
          deregister   the  Variable  Account  under   the  1940  Act  if
          registration is no  longer required; (c)  combine the  Variable
          Account  with other separate account(s)  of the Company; or (d)
          reallocate assets of the  Variable Account to another  Separate
          Account.
 
        - Make any changes required by the 1940 Act.
 
        - Restrict  or eliminate any voting privileges of Contract Owners
          or other persons who have voting privileges as to the  Variable
          Account.
 
        - In  the event any of the foregoing changes or substitutions are
          made, the  Company may  endorse the  Contracts to  reflect  the
          change or substitution.
 
    The  Company's reservation of  rights is expressly  subject to the following
when required:
 
        - Applicable Federal and state laws and regulations.
 
        - Notice to Contract Owners
 
        - Approval of the SEC and/or state insurance authorities.
 
                          CHARGES MADE BY THE COMPANY
 
WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)
 
    No deduction for a sales charge is made from Purchase Payments. However,  if
part  or all of the Purchase Payments  made under a Transfer Series Contract, or
part or all of  Contract Value under  a Flex Series  Contract, are withdrawn,  a
Withdrawal Charge (Contingent Deferred Sales Charge) may be made by the Company.
 
    Withdrawal  Charges are  deducted from  the amount  being withdrawn  and are
considered a part of the withdrawal.
 
    The Withdrawal  Charge is  intended to  reimburse the  Company for  expenses
relating to the sale of the Contracts, including commissions to sales personnel,
costs   of   sales  material   and  other   promotional  activities   and  sales
administration costs.
 
                                       15
<PAGE>
    TRANSFER  SERIES CONTRACT - For  purposes of determining Withdrawal Charges,
withdrawals will be taken first from Purchase Payments on a first-in,  first-out
basis,  then from Contract Earnings as of  the Valuation Date next following the
date of the Company's receipt of the withdrawal request.
 
    The Withdrawal  Charge  for full  or  partial withdrawal  is  determined  by
multiplying  the amount of each Purchase  Payment withdrawn that is not eligible
for a free  withdrawal, by the  applicable Withdrawal Charge  percentage as  set
forth in the following table:
 
<TABLE>
<CAPTION>
           WITHDRAWAL CHARGE PERCENTAGE TABLE
- ---------------------------------------------------------
     CONTRACT YEAR OF          WITHDRAWAL CHARGE AS A
WITHDRAWAL MINUS CONTRACT    PERCENTAGE OF EACH PURCHASE
 YEAR OF PURCHASE PAYMENT              PAYMENT
- --------------------------  -----------------------------
<S>                         <C>
            0                                6%
            1                                6
            2                                5
            3                                5
            4                                4
            5                                2
       6 and later                           0
</TABLE>
 
    FLEX SERIES CONTRACTS - If a Flex Series Contract is withdrawn in full or in
part  before the  eleventh Contract  Year, the  Company may  deduct a Withdrawal
Charge  from  the  Contract  Value.  The  Withdrawal  Charge  is  determined  by
multiplying  the  Contract  Value  subject  to  the  charge  by  the  applicable
Withdrawal Charge percentage as set forth in the following table:
 
<TABLE>
<CAPTION>
      CONTRACT YEAR               WITHDRAWAL CHARGE
- --------------------------  -----------------------------
<S>                         <C>
             1                               8%
             2                               8
             3                               8
             4                               7
             5                               6
             6                               5
             7                               4
             8                               3
             9                               2
            10                               1
            11+                              0
</TABLE>
 
PARTIAL WAIVER OF WITHDRAWAL CHARGE
 
    During any 12-month  period after  the Issue  Date, the  Contract Owner  may
withdraw  a  portion of  the  Contract Value  without  a Withdrawal  Charge. The
12-month period begins with the Contract Owner's first withdrawal. For the first
withdrawal, the amount available without a Withdrawal Charge will be  determined
on the date of the requested withdrawal and will be the greater of:
 
    1.  10% of the Contract Value less any Outstanding Loan Balance; or
 
    2.  For Transfer Series Contracts, the Purchase Payments remaining which are
       no  longer subject to a Withdrawal Charge, and for Flex Series Contracts,
       the Contract Value no longer subject to a Withdrawal Charge.
 
    We call this amount the "Free Surrender Amount".
 
    If the first withdrawal equals the Free Surrender Amount, other  withdrawals
during  the 12-month period are  subject to the Withdrawal  Charge. If the first
withdrawal exceeds  the Free  Surrender Amount,  the excess  is subject  to  the
Withdrawal  Charge, as are  all other Withdrawals  requested during the 12-month
period.
 
    If the first withdrawal is less than the Free Surrender Amount, the  Company
will  keep track  of the  unused portion  of the  Free Surrender  Amount for the
12-month period. The unused portion of the Free Surrender Amount may be  applied
against  no  more  than three  (3)  additional withdrawals  during  the 12-month
period.
 
                                       16
<PAGE>
    The unused portion  of the  Free Surrender Amount  available for  withdrawal
will be computed by the Company on the date of any withdrawal request made after
the first withdrawal in the 12-month period and will be based upon:
 
                          10% X [(Greater of A or B)-C]-D
 
    Where:
 
    A=Contract Value on the date of the first withdrawal in the 12-month period;
 
    B=Contract Value on the date of the withdrawal request;
 
    C=Outstanding Loan Balance on the date of the withdrawal request;
 
    D=Any prior withdrawals made during the same 12-month period.
 
    GENERAL  INFORMATION - The Withdrawal Charges described above will be waived
in the  event  of  the  death  of  the Contract  Owner  or  in  the  case  of  a
non-qualified  Contract, the death of the  Annuitant. In addition, for Contracts
qualified under  Section 403(b)  of the  Code only,  Withdrawal Charges  may  be
waived under certain circumstances.
 
    The Company reserves the right to charge a partial withdrawal processing fee
not to exceed the lesser of 2% of the amount withdrawn or $25.
 
   
    Withdrawals  may be  subject to  a 10%  federal penalty  tax if  made by the
Contract Owner before age 59 1/2. (See "Taxation of Annuities" on page 28.)
    
 
   
    Contracts purchased as  "tax sheltered annuities",  and Contracts  purchased
under  state  optional retirement  programs  are subject  to  certain withdrawal
restrictions. (See "Withdrawal (Redemption)" on page 21.)
    
 
ANNUAL CONTRACT CHARGE
 
   
    On each Contract Anniversary prior to the Start Date, the Company deducts an
Annual Contract  Charge of  $30 from  the  Contract Value  to reimburse  it  for
administrative  expenses relating to the Contract,  the Variable Account and the
Sub-Accounts. The  Company will  not increase  the Annual  Contract Charge.  The
Company  reserves  the  right to  waive  the  Annual Contract  Charge  where the
Contract Value  exceeds $25,000,  however,  the Company  reserves the  right  to
reinstate  the Charge on  Contracts qualifying for the  waiver. For all Contract
Values, in any Contract Year when a full withdrawal of Contract Value is made on
other than the Contract Anniversary, the Annual Contract Charge will be deducted
at the time of such withdrawal.
    
 
MORTALITY RISK CHARGE
 
    The Variable Annuity Payouts made to Annuitants will vary in accordance with
the investment performance of  the Sub-Account selected  by the Contract  Owner.
However,  they will not be affected by  the mortality experience (death rate) of
persons receiving Variable Annuity Payouts. The Company assumes this  "mortality
risk"  and has guaranteed the annuity  rates incorporated in the Contract, which
cannot be changed.
 
    To compensate the Company for assuming this mortality risk and the mortality
risk that Beneficiaries of  Annuitants dying before the  Start Date may  receive
amounts  in excess  of the  then current Contract  Value, the  Company deducts a
Mortality Risk  Charge from  the Variable  Account Contract  Value. (See  "Death
Benefit  Before Start  Date" on  page 20.)  This deduction  is made  daily in an
amount that is  equal to an  annual rate of  .85% of the  daily Contract  Values
under  the Variable Account. The  Company may not increase  the rate charged for
the Mortality Risk Charge under any Contract.
 
EXPENSE RISK CHARGE
 
    The Company will not increase charges for administrative expenses regardless
of its actual  expenses. To  compensate the  Company for  assuming this  expense
risk,  the  Company deducts  an Expense  Risk Charge  from the  Variable Account
Contract Value. This deduction is  made daily in an amount  that is equal to  an
annual  rate of .40% of the daily  Variable Account Contract Values. The Company
may not increase the rate of the Expense Risk Charge under any Contract.
 
ADMINISTRATIVE CHARGE
 
    The Company deducts a daily Administrative Charge from the Variable  Account
Contract  Value  in an  amount equal  to an  annual  rate of  .15% of  the daily
Variable Account  Contract Values.  This  charge is  deducted to  reimburse  the
Company  for the cost  of providing administrative  services under the Contracts
and the  Variable  Account.  The  Company  may not  increase  the  rate  of  the
Administrative  Charge under any  Contract. Although there  is not necessarily a
relationship between the amount of the Administrative Charge imposed on a  given
Contract and the amount of expenses that may be attributable to that Contract.
 
                                       17
<PAGE>
SUFFICIENCY OF CHARGES
 
    If  the  amount of  the Withdrawal  Charge assessed  in connection  with the
Contracts  is  not  enough  to  cover  all  distribution  expenses  incurred  in
connection  therewith,  the  loss  will  be borne  by  the  Company.  Any excess
distribution expenses  borne by  the Company  will be  paid out  of its  general
account  which  may  include,  among other  things,  proceeds  derived  from the
Mortality Risk Charge  and the Expense  Risk Charge deducted  from the  Variable
Account.
 
    The  Company does not currently believe  that the Withdrawal Charges imposed
will cover the expected costs of distributing the Contracts.
 
    If the amount derived  from the Mortality Risk  Charge and the Expense  Risk
Charge  is not sufficient to cover the  actual cost of the mortality and expense
risks assumed by the Company, the  Company will bear the shortfall.  Conversely,
if  the charges  prove more than  sufficient, the  excess will be  profit to the
Company and will be available for any proper corporate purpose including,  among
other things, payment of distribution expenses.
 
PREMIUM AND OTHER TAXES
 
    Various states and other governmental entities levy a premium tax, currently
ranging  up to 3.50%, on  annuity Contracts issued by  insurance companies. If a
Contract Owner lives in a jurisdiction that levies such a tax, the Company  will
pay  the taxes when due and  reserves the right to deduct  the amount of the tax
either from Purchase Payments  as they are received  or from the Contract  Value
immediately  before Contract Value is applied  to an Annuity Payout as permitted
or required by applicable law.
 
    The current range of  premium tax rates  is a guide only  and should not  be
relied  on to determine actual premium taxes on any Purchase Payment or Contract
because the taxes are  subject to change  from time to  time by legislative  and
other  governmental action. The timing of tax levies also varies from one taxing
authority to another. Consequently, in many cases the Contract Owner will not be
able to  accurately determine  the premium  tax applicable  to the  Contract  by
reference  to the range of  tax rates described above.  The Company reserves the
right to deduct charges for any other tax or economic burden resulting from  the
application of the tax laws that it determines to be applicable to the Contract.
 
REDUCTION OF CHARGES
 
    The  Withdrawal and Contract  Charges described above  (except the Mortality
Risk Charge) may be reduced or eliminated for Contracts issued in  circumstances
where   the  Company  estimates  that  it   will  incur  lower  distribution  or
administrative expenses or perform fewer  sales or administrative services  than
those  originally contemplated in establishing the level of those charges. Lower
distribution  and  administrative  expenses  may  be  the  result  of  economics
associated  with (a) the use of  mass enrollment procedures, (b) the performance
of administrative or  enrollment functions  by an employer,  (c) the  use by  an
employer  of automated techniques in submitting Purchase Payments or information
related to  Purchase Payments  on behalf  of  its employees,  or (d)  any  other
circumstances  which reduce  distribution or administrative  expenses. The exact
amount of Withdrawal and  Contract Charges applicable  to a particular  Contract
will be stated in that Contract.
 
EXPENSES OF THE FUNDS
 
    There are investment advisory fees, direct operating expenses and investment
related  expenses of  the Funds  that are reflected  in each  Fund's daily share
price. These fees and  expenses are described  in the accompanying  prospectuses
for the Funds.
 
                                 ADMINISTRATION
 
    The  Company  has  primary  responsibility  for  all  administration  of the
Contracts and the Variable Account. The Company's Administrative Service  Center
is  located  at  the  Home  Office of  the  Company,  P.O.  Box  12530, Seattle,
Washington 98111-4530, and its telephone number is 1-800-426-7050.
 
    The administrative  services  provided  include, but  are  not  limited  to:
issuance of the Contracts; maintenance of Contract Owner records; Contract Owner
services;  calculation of Accumulation Unit  Values; and preparation of Contract
Owner reports.
 
                                 THE CONTRACTS
 
CONTRACT APPLICATION AND PURCHASE PAYMENTS
 
    Individuals who want to purchase a Contract must complete an application and
provide an initial  Purchase Payment which  will be sent  to the Company's  Home
Office.  The initial Purchase Payment will  be credited within two business days
after receipt  at  the  Company's  Home Office  if  accompanied  by  a  complete
application.  The Company may  retain Purchase Payments for  up to five business
days  while   attempting  to   complete  an   incomplete  application.   If   an
 
                                       18
<PAGE>
incomplete  application cannot be completed within five days of its receipt, the
applicant will  be  notified of  the  reasons for  the  delay and  any  Purchase
Payments received will be returned immediately unless the applicant specifically
consents to have the Company retain them pending completion of the application.
 
    For  Transfer Series Contracts and Flex Series Contracts which are Qualified
Plans, the  Company will  accept  periodic, single  sum, rollover  and  transfer
Purchase  Payments  as permitted  by the  Code.  For the  non-qualified Transfer
Series Contract,  the  Company will  accept  periodic and  single  sum  Purchase
Payments,  as well as  amounts transferred under  Section 1035 of  the Code. The
minimum initial Purchase Payment the Company will accept under a Transfer Series
Contract is $15,000  and subsequent payments  may not be  less than $5,000.  The
minimum  amount of the initial and subsequent Purchase Payments the Company will
accept under a Flex Series Contract is $50.
 
    The Company may choose not to  accept any subsequent Purchase Payment  under
the Transfer Series Contracts and Flex Series Contracts if the Purchase Payment,
together with the Contract Value at the next Valuation Date, exceeds $1,000,000.
Any  Purchase Payment not accepted by the  Company will be refunded. The Company
reserves the right to accept smaller  or larger initial and subsequent  Purchase
Payments in connection with special circumstances, including, but not limited to
sales through group or sponsored arrangements.
 
REVOCATION
 
    The Contract Owner may revoke a Contract by sending the Contract and written
notice  of  revocation  to  the Company,  P.O.  Box  12530,  Seattle, Washington
98111-4530, or to the agent  from whom a Contract  was purchased, no later  than
the  10th day after the Contract Owner's receipt of the Contract. As soon as the
Company receives the Contract, it will  be deemed void. The Company will  refund
the  Contract Value as of the next  Valuation Date after receipt of the Contract
and written notice  of revocation. If  required by applicable  law, the  Company
will refund all Purchase Payments it has received under the Contract.
 
    The liability of the Variable Account under this provision is limited to the
Contract  Value in  each Sub-Account on  the date of  revocation. Any additional
amounts refunded to the Contract Owner will be paid by the Company.
 
ALLOCATION OF PURCHASE PAYMENTS
 
    The Contract Owner may allocate Purchase Payments among Sub-Accounts,  Fixed
Account A and/or Fixed Account B. (See Appendix A.)
 
    Upon  allocation to Sub-Accounts of the Variable Account, a Purchase Payment
is converted into Accumulation Units of the Sub-Account, by dividing the  amount
of  the  Purchase  Payment allocated  to  the  Sub-Account by  the  value  of an
Accumulation Unit for the Sub-Account.
 
ACCUMULATION UNIT VALUE
 
    Each Accumulation Unit of a Sub-Account was initially valued at $10 when the
first Fund shares were purchased. Thereafter the value of each Accumulation Unit
will vary up or down according to a Net Investment Factor, described below.
 
    Dividend and capital gain  distributions from a  Fund will be  automatically
reinvested  in additional shares  of such Fund and  allocated to the appropriate
Sub-Account. The number of Accumulation Units  does not increase because of  the
additional shares, but the Accumulation Unit value may increase.
 
NET INVESTMENT FACTOR
 
    The  Net Investment Factor  is an index number  which reflects charges under
the Contract and  the investment performance  during a Valuation  Period of  the
Fund  whose shares are held in the particular Sub-Account. If the Net Investment
Factor is greater  than one,  the Accumulation Unit  or Annuity  Unit value  has
increased.  If the Net Investment Factor is  less than one, Accumulation Unit or
Annuity Unit value has decreased. The Net Investment Factor for a Sub-Account is
determined by dividing (1) by (2) then subtracting (3) from the result, where:
 
    (1) Is the net result of:
 
        (a) The  net asset  value  per share  of the  Fund  shares held  in  the
          Sub-Account, determined at the end of the current Valuation Period;
 
        (b)  PLUS  the  per  share  amount  of  any  dividend  or  capital  gain
          distributions made on the Fund  shares held in the Sub-Account  during
          the current Valuation Period;
 
        (c)  PLUS a per share  credit or MINUS a per  share charge for any taxes
          reserved for which the  Company determines to  have resulted from  the
          operations of the Sub-Account and to be applicable to a Contract.
 
                                       19
<PAGE>
    (2) Is the net result of:
 
        (a)  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;
 
        (b) PLUS a per share  credit or MINUS a per  share charge for any  taxes
          reserved  for  the  last  prior  Valuation  Period  which  the Company
          determines to have resulted from the investment operations of the Sub-
          Account and to be applicable to the Contract.
 
    (3) Is a daily  factor representing the Mortality  Risk Charge, the  Expense
       Risk Charge and the Administrative Charge adjusted for the number of days
       in  the period, which is equal to, on an annual basis, 1.40% of the daily
       net asset value of the Sub-Account.
 
DEATH BENEFIT BEFORE THE START DATE
 
    Before the Start Date, the Beneficiary will be entitled to receive the Death
Benefit described below. The Death Benefit will be:
 
    (1) If the Contract owner dies before  the first day of the month  following
       the  Contract owner's  80th birthday, or  in the case  of a non-qualified
       Contract, the  Annuitant  dies  one month  before  the  Annuitant's  80th
       birthday, then as of the Death Benefit Valuation Date, the greatest of:
 
        (a) The Contract Value less any Outstanding Loan Balance;
 
        (b)  The sum of the Purchase Payments  received by the Company under the
          Contract, less  any  withdrawals,  amounts used  to  purchase  annuity
          payouts,  any Outstanding Loan  Balance, and the  amount of previously
          deducted Annual Contract Charges; or
 
        (c) The Contract Value on the Specified Contract Anniversary immediately
          preceding the Contract Owner's or the Annuitant's death, whichever  is
          applicable,  plus any  Purchase Payments since  that Anniversary, less
          any withdrawals or amounts used to purchase annuity payouts since that
          Anniversary,  less  the  amount  of  any  previously  deducted  Annual
          Contract  Charges since that Anniversary and less the Outstanding Loan
          Balance.
 
    (2) If the Contract Owner, or in  the case of a non-qualified Contract,  the
       Annuitant,  dies after the first day  of the month following the Contract
       Owner's or  Annuitant's  80th  birthday,  the  Contract  Value  less  the
       Outstanding Loan Balance as of the Death Benefit Valuation Date.
 
    (3)  If the Contract Owner of  a non-qualified Contract dies, the Withdrawal
       Value as of the Death Benefit Valuation Date.
 
PAYMENT OF DEATH BENEFIT BEFORE THE START DATE
 
    The Beneficiary may elect to have any portion of the Death Benefit:
 
    (1) Paid in a single sum;
 
    (2) Applied to any of the annuity  payouts (in no event may annuity  payouts
       to  a Beneficiary extend beyond the  Beneficiary's life expectancy or any
       period certain greater than the Beneficiary's life expectancy); or
 
    (3) Paid by another distribution method acceptable to the Company.
 
    The timing and manner of payment must satisfy certain requirements under the
Code. In general, the Death Benefit must either be applied to an annuity  payout
within  one year  of the  Contract Owner's or  Annuitant's death,  or the entire
Contract Value must be distributed within five years of the Contract Owner's  or
Annuitant's  date  of  death. An  exception  to  this provision  applies  if the
Beneficiary is the surviving spouse, in which case the Beneficiary may  continue
the  Contract as the Contract Owner and generally may exercise all rights to the
Contract. (See "Federal Tax Status" on page 26.)
 
    If the Beneficiary requests payment of the Death Benefit in a single sum, it
will be  paid to  the Beneficiary  within  seven days  after the  Death  Benefit
Valuation  Date.  An annuity  payout selection  or request  for another  form of
distribution method must be in writing and received by the Company within a time
period permitted under the Code,  or the Death Benefit  as of the Death  Benefit
Valuation  Date will be paid in a single sum to the Beneficiary and the Contract
will be cancelled.
 
DEATH BENEFIT AFTER START DATE
 
    If the Annuitant dies  after the Start Date,  remaining annuity payouts,  if
any, will be as stated in the form of annuity payout in effect.
 
                                       20
<PAGE>
WITHDRAWAL (REDEMPTION)
 
    If permitted by law or any applicable Qualified Plan, the Contract Owner may
withdraw  all  or part  of the  Withdrawal Value  of the  Contract by  sending a
properly completed withdrawal request to the Company. (See "Federal Tax  Status"
on  page 26.) The  Contract Owner may  request withdrawal of  either (a) a gross
amount, in  which  case the  applicable  Withdrawal  Charge and  taxes  will  be
deducted  from  the  gross amount  requested,  or  (b) a  specific  amount after
deduction of the applicable  Withdrawal Charge and taxes.  If a full  withdrawal
occurs  on a date other than the  Contract Anniversary, a deduction will be made
for the Annual Contract Charge in addition to the deduction made on the previous
Contract  Anniversary.  (See  "Withdrawal  Charge  (Contingent  Deferred   Sales
Charge)"  on  page  15,  and  "Annual  Contract  Charge"  on  page  17.) Partial
withdrawals may  be  made  in  amounts  not less  than  $1,000  and  no  partial
withdrawal may cause the Contract Value to fall below the greater of (a) $1,000,
or  (b) the Outstanding Loan Balance divided  by 85%. The Company will not honor
requests that do not meet these requirements.
 
    A withdrawal will be processed on  the next Valuation Date after a  properly
completed withdrawal request is received by the Company and payment will be made
within  seven days after such Valuation Date.  Unless otherwise agreed to by the
Company, a  partial withdrawal  will  be taken  proportionately from  the  Fixed
Accounts   and  Sub-Accounts  on  a  basis  that  reflects  their  proportionate
percentage of the Withdrawal Value.
 
    The Company reserves the right to assess a processing fee not to exceed  the
lesser  of 2% of the partial withdrawal amount or $25. No processing fee will be
charged in connection with full withdrawals.
 
    The Company may cancel the Contract when: (a) the entire Withdrawal Value is
withdrawn on or before  the Start Date  or (b) the  Outstanding Loan Balance  is
equal to or greater than the Contract Value less applicable Withdrawal Charges.
 
    If  a Contract is purchased as  a "tax-sheltered annuity" under Code Section
403(b), it is subject to certain restrictions on withdrawals imposed by  Section
403(b)(11)  of the Code. (See "Tax-Sheltered Annuities" on page 30.) Section 403
(b)(11) of  the Code  restricts the  distribution under  Section 403(b)  annuity
contracts of: (i) contributions made pursuant to a salary reduction agreement in
years  beginning after December 31, 1988;  (ii) earnings on those contributions;
and (iii) earnings in such years on amounts held as of the first year  beginning
before  January 1, 1989.  Distributions of the foregoing  amounts may only occur
upon the  death of  the employee,  attainment  of age  59 1/2,  separation  from
service,  disability  or hardship.  In addition,  income attributable  to salary
reduction contributions may not be distributed in the case of hardship.  Similar
restrictions  may apply on distributions from  Contracts used in connection with
state optional retirement programs.
 
    Withdrawal payments may be taxable. For tax purposes such payments shall  be
deemed  to  be  from earnings  until  cumulative withdrawal  payments  equal all
accumulated earnings  and  thereafter from  Purchase  Payments received  by  the
Company.  Consideration should be given to  the tax implications of a withdrawal
prior to making a withdrawal request, including a withdrawal in connection  with
a Qualified Plan.
 
SYSTEMATIC WITHDRAWALS
 
   
    A  Systematic Withdrawal  is an automatic  form of  partial withdrawal. (See
"Withdrawal (Redemption)" on  page 21.)  The Contract  Owner may  elect to  take
Systematic Withdrawals by withdrawing a specified dollar amount or percentage of
the  Contract  Value  on  a monthly,  quarterly,  semi-annual  or  annual basis.
Withdrawal Charges are  not waived on  Systematic Withdrawals. (See  "Withdrawal
Charge  (Contingent Deferred Sales Charge)"  on page 15.) Systematic Withdrawals
may be discontinued by the Contract Owner  at any time by notifying the  Company
in writing.
    
 
    The  Company reserves the right to modify or discontinue offering Systematic
Withdrawals, however, any such modification  or discontinuation will not  affect
any Systematic Withdrawal programs already commenced. While the Company does not
currently charge a processing fee for partial withdrawals under this program, it
reserves  the right to charge a processing fee not to exceed the lesser of 2% of
each Systematic Withdrawal payment or $25.
 
   
    Systematic Withdrawals may be included in the Contract Owner's gross  income
in  the year in  which the Systematic  Withdrawal occurs. Systematic Withdrawals
occurring before the Contract Owner reaches age 59 1/2 may also be subject to  a
10%  Federal tax penalty. The Contract Owner  should consult with his or her tax
adviser before requesting any Systematic Withdrawal. (See "FEDERAL TAX STATUS  -
Taxation of Annuities" on page 28.)
    
 
    Contract  Owners interested  in participating  in the  Systematic Withdrawal
program may obtain a separate  application form and full information  concerning
the program and its restrictions from their registered representative.
 
LOANS AVAILABLE FROM CERTAIN QUALIFIED CONTRACTS
 
    Loans  may be available  from Contracts issued for  use with Qualified Plans
qualified under  Section  403(b)  of  the Code,  provided  that  the  loans  are
permitted  by the Contract Owner's Qualified Plan.  A loan generally will not be
treated
 
                                       21
<PAGE>
as a taxable distribution provided  that the term is  no longer than five  years
(except  for certain  home loans)  and the loan  amount does  not exceed certain
limits discussed below. Loans  are subject to  the limitations, interest  rates,
and  repayment procedures set forth in the  loan document and Contract. The loan
must be repaid, in  substantially equal payments, by  the earlier of five  years
from  the date of approval of the loan or the Start Date, or if used to purchase
a primary residence of the Contract Owner, the earlier of 20 years or the  Start
Date.
 
    Under  the Code,  the maximum amount  that may be  borrowed, including loans
from other Qualified Plans of the employer, generally may not exceed the  lesser
of  $50,000 or 50% of the current value  of an employee's interest in the Plans.
For Plans other than  Plans subject to the  Employee Retirement Income  Security
Act  of 1974, as amended ("ERISA"), up to  $10,000 may be borrowed even if it is
more than 50% of the value of the employee's accrued benefit under the Qualified
Plans. The $50,000  dollar limit is  reduced by the  highest loan balances  owed
during  the  prior one-year  period. The  Company  allows loan  amounts (minimum
$1,000) that do  not exceed  the Withdrawal  Value less  an amount  representing
annual  loan interest,  provided such  amount does  not exceed  the maximum loan
amount set by law.
 
    Upon the Company's receipt of a properly completed loan document, an  amount
equal  to the loan  will be reallocated from  the Contract Value,  on a pro rata
basis, to the Loan Account, which is part of Fixed Account A. The Contract Value
reallocated to  the  Loan Account  will  be used  to  secure the  loan.  Amounts
reallocated from the Sub-Accounts to the Loan Account will be valued on the next
Valuation  Date following  the Company's receipt  of the  loan document. Amounts
transferred from the Sub-Accounts to the Loan Account will result in a reduction
of Variable Account Contract  Value and will not  participate in the  investment
experience of any Sub-Account. A loan document can be obtained by writing to the
Company at P.O. Box 12530, Seattle, Washington 98111-4530.
 
    The  amounts reallocated to the Loan Account  may earn an interest rate less
than that credited to other  amounts allocated to Fixed  Account A, but it  will
never  earn less  than the  guaranteed rate  of three  percent (3%).  The annual
interest rate assessed by the Company on the loan will not exceed 8% in  arrears
and will never be less than 5.5% in arrears.
 
    If  any loan repayment  due under a loan  is not paid within  90 days of the
scheduled payment date, the  Company will declare  the Outstanding Loan  Balance
immediately  due  and  payable  without notice  to  the  Contract  Owner. Unless
prohibited by  law, the  Outstanding  Loan Balance,  along with  any  applicable
Withdrawal  Charges will be withdrawn from  the Loan Account. Such forfeiture of
Contract Value is a taxable event, and may  be subject to a 10% penalty tax  for
early withdrawal or adversely affect the treatment of the Contract under Section
403(b) of the Code. (See "Tax Sheltered Annuities" on page 30.)
 
    The  Company reserves the right  to charge a loan  service fee not to exceed
$25 for each loan and  to limit loans in the  first Contract Year and after  the
Contract Owner reaches age 70 1/2.
 
    The  foregoing discussion of Contract loans  is general and does not address
the tax consequences resulting from all situations in which a person may receive
a Contract loan. A competent tax adviser should be consulted before obtaining  a
Contract loan.
 
REALLOCATIONS
 
   
    Prior  to the Start  Date, the Contract Owner  may transfer Variable Account
Contract Value among and between the Sub-Accounts and may transfer Fixed Account
Contract Value to various Sub-Accounts. Likewise, Variable Contract Value may be
transferred from a  Sub-Account to either  Fixed Account A  or Fixed Account  B.
Transfers  of Variable Contract  Values from one  Sub-Account to another involve
the exchange  of  accumulation  units  of  one  Sub-Account  for  another  on  a
dollar-equivalent  basis. Subject to certain limitations, Fixed Account Contract
Value may be transferred from either Fixed Account to the other Fixed Account or
to a Sub-Account.  (See "Reallocations from  the Fixed Accounts",  on page  24.)
Currently,  there  are four  methods  by which  a  Contract Owner  may  make the
transfers described above ("Reallocations"): in writing, by telephone, Automatic
Reallocations and by Dollar Cost Averaging.
    
 
    WRITTEN REALLOCATIONS -  The Contract  Owner may request  a reallocation  in
writing.  All  or part  of a  Sub-Account's  value may  be reallocated  to other
Sub-Accounts or to  the Fixed Accounts.  The reallocations will  be made by  the
Company on the first Valuation Date after the request for such a reallocation is
received  by the Company. Currently, there is no charge for such a reallocation.
The Company reserves  the right, however,  to charge a  reallocation fee not  to
exceed  $25 per reallocation and to limit the amount and number of reallocations
made by the Contract Owner. After the Start Date, an Annuitant who has  selected
Variable  Annuity Payouts may request reallocation of Annuity Unit values in the
same manner  and subject  to the  same  requirements as  for a  reallocation  of
Accumulation Unit values. However no reallocations of Annuity Unit values may be
made to or from the Fixed Accounts after the Start Date.
 
    The  conditions applicable to written  reallocations also apply to telephone
reallocations, Automatic Reallocations and Dollar Cost Averaging Reallocations.
 
                                       22
<PAGE>
    TELEPHONE REALLOCATIONS  - Telephone  reallocations are  available when  the
Contract   Owner  completes  a  telephone   reallocation  form  and  a  personal
identification number  has  been  assigned.  If the  Contract  Owner  elects  to
complete the telephone reallocation form, the Contract Owner thereby agrees that
the Company will not be liable for any loss, liability, cost or expense when the
Company  acts in accordance  with the telephone  reallocation instructions which
are  received  and  recorded  on  voice  recording  equipment.  If  a  telephone
reallocation,  processed after  the Contract  Owner has  completed the telephone
reallocation form is  later determined  not to have  been made  by the  Contract
Owner or was made without the Contract Owner's authorization, and a loss results
from  such unauthorized reallocation, the Contract  Owner bears the risk of this
loss. The Company will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. In the event the Company does not  employ
such procedures, the Company may be liable for any losses due to unauthorized or
fraudulent  instructions. Such  procedures may include,  among others, requiring
forms of personal  identification prior to  acting upon telephone  instructions,
providing  written  confirmation  of  such  instructions  and/or  tape recording
telephone instructions.
 
    AUTOMATIC REALLOCATIONS - The Contract Owner  may elect to have the  Company
automatically  reallocate Contract  Value on  each quarterly  anniversary of the
Issue Date or other date as permitted by Company practice to maintain a  certain
percentage  of  Contract Value  in particular  Sub-Accounts. The  Contract Value
allocated to each Sub-Account, as selected  by the Contract Owner, will grow  or
decline  in value at different rates  during the quarter. Automatic reallocation
is intended  to reallocate  Contract  Value from  those Sub-Accounts  that  have
increased  in  value  to  those  Sub-Accounts that  have  declined  in  value or
increased at a slower  rate. This investment method  does not guarantee  profits
nor does it assure that a Contract Owner will avoid losses.
 
    To  elect  automatic  reallocations, the  Contract  Value must  be  at least
$10,000 and  an  automatic  reallocation  application in  proper  form  must  be
received   at  the  Home  Office  of  the  Company.  An  automatic  reallocation
application can be obtained by writing to the Company's Home Office at P.O.  Box
12530,  Seattle, Washington 98111-4530. The Contract  Owner must indicate on the
application the applicable Sub-Accounts and the percentage of Contract Value  to
be  maintained on a quarterly basis in each Sub-Account. All Contract Value in a
selected Sub-Account will be available for the automatic reallocations.
 
    Automatic reallocation  of  Contract  Value will  occur  on  each  quarterly
anniversary  of the Issue Date  or other date as  permitted by Company practice,
which the  Company received  the automatic  reallocation application  in  proper
form. The amounts reallocated will be credited at the Accumulation Unit value as
of the end of the Valuation Dates on which the reallocations are made.
 
    A Contract Owner may instruct the Company at any time to terminate automatic
reallocations  by written  request to  the Company's  Home Office.  Any Contract
Value in  a  Sub-Account that  has  not been  reallocated  will remain  in  that
Sub-Account  regardless of the  percentage allocation unless  the Contract Owner
instructs  otherwise.  If   a  Contract  Owner   wants  to  continue   automatic
reallocations  after  they have  been terminated,  a new  automatic reallocation
application must be  completed and  sent to the  Company's Home  Office and  the
Contract Value at the time the request is made must be at least $10,000.
 
    The  Company reserves the right to  discontinue, modify or suspend automatic
reallocations and it reserves the  right to charge a fee  not to exceed $25  per
each reallocation between Sub-Accounts or from the unencumbered portion of Fixed
Account  A Contract Value. Contract Value in Fixed Account B is not eligible for
automatic reallocations.
 
    DOLLAR COST  AVERAGING REALLOCATIONS  - The  Contract Owner  may direct  the
Company  to  automatically  transfer  a  fixed  dollar  amount  or  a  specified
percentage of Sub-Account Contract  Value or Fixed Account  A Contract Value  to
any  one or more other  Sub-Accounts or to the  Fixed Accounts. No reallocations
from Fixed Account  B are permitted  under this service.  Reallocations of  this
type  may be  made on  a monthly, quarterly,  semi-annual or  annual basis. This
service is  intended  to  allow  the Contract  Owner  to  utilize  "Dollar  Cost
Averaging," a long term investment method which provides for regular investments
over  time in a level  or variable amount. The  Company makes no guarantees that
dollar cost  averaging will  result in  a profit  or protect  against loss.  The
Contract  Owner may discontinue  dollar cost averaging at  any time by notifying
the Company in writing.
 
    Contract Owners interested in  dollar cost averaging  may obtain a  separate
application   form  and  full  information   concerning  this  service  and  its
restrictions from their registered representatives.
 
    The Company reserves the right to discontinue, modify or suspend dollar cost
averaging. Although the Company currently charges no fees for reallocations made
under the  dollar cost  averaging program,  the Company  reserves the  right  to
charge  a  processing fee  not  to exceed  $25  for each  dollar  cost averaging
reallocation between Sub-Accounts or from Fixed Account A.
 
                                       23
<PAGE>
    REALLOCATIONS FROM THE FIXED ACCOUNTS - Subject to the conditions applicable
to reallocations among Sub-Accounts, reallocations of amounts from Fixed Account
A not designated to the Loan Account may be made to the Sub-Accounts or to Fixed
Account B  any  time  before the  Start  Date.  After the  Start  Date,  amounts
supporting Fixed Annuity Payouts cannot be reallocated.
 
    Reallocations  of Fixed Account  B Contract Value to  the Sub-Accounts or to
Fixed Account A are subject to the following conditions:
 
    (a) Reallocations may only be made during the period starting 30 days before
       and  ending  30  days  after  the  Contract  Anniversary,  and  only  one
       reallocation may be made during such period;
 
    (b)  The Company must receive the reallocation  request no more than 30 days
       before the start of  the reallocation period and  not later than 10  days
       before the end of the reallocation;
 
    (c)  Reallocations not in  excess of the  greater of 25%  of Fixed Account B
       Contract Value  or $1,000  may be  made (unless  the balance  after  such
       reallocation  would be  less than  $1,000, in  which case  the full Fixed
       Account B Contract Value may be reallocated); and
 
    (d) Such reallocation must involve at least $250 of the total Fixed  Account
       B Contract Value (or the total Fixed Account B Contract Value, if less).
 
    After  the Start Date,  reserves supporting Fixed  Annuity Payouts cannot be
reallocated.
 
    The Company reserves the right to permit reallocations from Fixed Accounts A
and B in excess of the limits described above on a non-discriminatory basis.
 
ASSIGNMENTS
 
    If the Contract  is issued  pursuant to or  in connection  with a  Qualified
Plan,  it may  not be sold,  transferred, pledged  or assigned to  any person or
entity other than  the Company.  In other  circumstances, an  assignment of  the
Contract is permitted, but only before the Start Date, by giving the Company the
original  or a certified copy of the  assignment. The Company shall not be bound
by any assignment until it is actually received by the Company and shall not  be
responsible  for the  validity of any  assignment. Any payments  made or actions
taken by the Company before the  Company actually receives any assignment  shall
not be affected by the assignment.
 
CONTRACT OWNER AND BENEFICIARIES
 
    Unless  someone else is named  as the Contract Owner  in the application for
the Contract, the applicant is the Contract Owner of the Contract and before the
Start Date may exercise all of the Contract Owner's rights under the Contract.
 
    The Contract Owner may name a  Beneficiary and a Contingent Beneficiary.  In
the  event a  Contract Owner  or the  Annuitant in  the case  of a non-qualified
Contract, dies before  the Start  Date, the  Beneficiary shall  receive a  Death
Benefit as provided in the Contract. In the event the Payee dies on or after the
date  Annuity Payouts commence, the Beneficiary, if the Annuity Payout in effect
at the Contract Owner's death so provides, may continue receiving payouts or  be
paid  a lump sum. If the Beneficiary  or Contingent Beneficiary is not living on
the date payment is due or if no Beneficiary or Contingent Beneficiary has  been
named, the Payee's estate will receive the applicable proceeds.
 
    A  person named  as an  Annuitant, a  Payee, a  Beneficiary or  a Contingent
Beneficiary shall  not  be entitled  to  exercise  any rights  relating  to  the
Contract  or to receive  any payments or  settlements under the  Contract or any
Annuity Payout, unless such person  is living on the day  due proof of death  of
the  Contract Owner, the Annuitant or  the Beneficiary, whichever is applicable,
is received by the Company.
 
    Unless different  arrangements  have  been  made with  the  Company  by  the
Contract  Owner, if more than  one Beneficiary is entitled  to payments from the
Company the payments shall be in equal shares.
 
    Before the Start Date, the Contract Owner may change the Beneficiary or  the
Contingent  Beneficiary by giving the Company  written notice of the change, but
the change shall not be effective  until actually received by the Company.  Upon
receipt  by the Company  of a notice of  change, it will be  effective as of the
date it was signed but  shall not affect any payments  made or actions taken  by
the Company before the Company received the notice, and the Company shall not be
responsible for the validity of any change.
 
CONTRACT INQUIRIES
 
    Inquiries  regarding a Contract may be made by writing to the Company's Home
Office, P.O. Box 12530, Seattle, Washington 98111-4530.
 
                                       24
<PAGE>
                               ANNUITY PROVISIONS
 
START DATE
 
    Unless otherwise agreed to by the Company, the Start Date must be the  first
business day of any calendar month. The Contract Owner may change the Start Date
by  giving written notice  received by the  Company at least  30 days before the
Start Date currently in effect and the  new Start Date. The new Start Date  must
satisfy the requirements for a Start Date. If the Contract Owner does not select
a  Start Date, the Start Date will be the Contract Owner's 85th birthday. If the
Start Date selected by the Contract Owner does not occur on a Valuation Date  at
least  60 days  after the  date on  which the  Contract was  issued, the Company
reserves the right to adjust  the Start Date to  the first Valuation Date  after
the  Start Date selected by  the Contract Owner which is  at least 60 days after
the Contract  issue date.  For  Contracts issued  in connection  with  Qualified
Plans, the Start Date and form of payout must satisfy certain requirements under
the Code. (See "Federal Tax Status" on page 26.)
 
ANNUITY PAYOUT SELECTION
 
    The  Contract Owner  may select a  Variable Annuity Payout,  a Fixed Annuity
Payout, or  both, with  payments starting  at  the Start  Date selected  by  the
Contract  Owner. The Contract Owner may change  the form of Annuity Payout(s) by
giving written notice  received by  the Company before  the Start  Date. If  the
Contract  Owner has not selected the form  of Annuity Payout(s) before the Start
Date, the Company will apply the  Fixed Account Contract Value to provide  Fixed
Annuity  Payouts and  the Variable  Account Contract  Value to  provide Variable
Annuity Payouts, both in the form of a Life Annuity with Payments Guaranteed for
10 years (120 months) which will be automatically effective.
 
FORMS OF ANNUITY PAYOUTS
 
    Variable Annuity Payouts and Fixed Annuity  Payouts are available in any  of
the following Annuity Forms:
 
   
    LIFE ANNUITY - Unless otherwise agreed to by the Company, an annuity payable
on  the first business day  of each calendar month  during the Annuitant's life,
starting with the first  payment due according to  the Contract. Payments  cease
with  the payment made on the first business  day of the calendar month in which
the Annuitant's death occurs. IT WOULD BE POSSIBLE UNDER THIS ANNUITY PAYOUT FOR
THE ANNUITANT TO RECEIVE ONLY  ONE PAYMENT IF HE OR  SHE DIED BEFORE THE  SECOND
ANNUITY  PAYMENT, ONLY TWO PAYMENTS  IF HE OR SHE  DIED BEFORE THE THIRD ANNUITY
PAYMENT, ETC.
    
 
   
    LIFE ANNUITY WITH  PAYMENTS GUARANTEED FOR  10 YEARS (120  MONTHS) -  Unless
otherwise agreed to by the Company, an annuity payable on the first business day
of  each calendar  month during  the Annuitant's  life, starting  with the first
payment due according  to the  Contract. If the  Annuitant receives  all of  the
guaranteed  payments,  payments  will  continue thereafter  but  cease  with the
payment made  on the  first business  day of  the calendar  month in  which  the
Annuitant's  death occurs. If all of the  guaranteed payments have not been made
before the Annuitant's death, the unpaid installments of the guaranteed payments
will be continued to the Beneficiary.
    
 
    JOINT AND FULL SURVIVOR ANNUITY - Unless otherwise agreed to by the Company,
an annuity  payable  on  the  first  business  day  of  each  month  during  the
Annuitant's  life  and  the life  of  a  named person  (the  "Joint Annuitant"),
starting with the  first payment due  according to the  Contract. Payments  will
continue  while either the Annuitant or the  Joint Annuitant is living and cease
with the payment made on the first  business day of the calendar month in  which
the  death  of the  Annuitant or  the Joint  Annuitant, whichever  lives longer,
occurs. THERE IS  NO MINIMUM NUMBER  OF PAYMENTS GUARANTEED  UNDER THIS  ANNUITY
PAYOUT.  PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVOR OF THE ANNUITANT AND
THE JOINT ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.
 
    The Company will pay Fixed and Variable Annuity Payouts under other  Annuity
Forms  that may  be offered by  the Company. Your  registered representative can
provide you with the details.
 
FREQUENCY AND AMOUNT OF ANNUITY PAYOUTS
 
    Annuity Payouts will be paid  as monthly installments, unless the  Annuitant
and  the Company agree to a different  payout schedule. However, if the Contract
Value less any Outstanding Loan Balance at  the Start Date is less than  $5,000,
the  Company may  pay the difference  in a single  sum and the  Contract will be
cancelled. Also if  a monthly  payout would  be or  become less  than $100,  the
Company  may change the  frequency of payouts  to intervals that  will result in
payouts of at least $100 each.
 
ANNUITY PAYOUTS
 
    The amount of the first Fixed  Annuity Payout is determined by applying  the
Contract  Value to be used for a fixed  annuity at the Start Date to the annuity
table in the Contract for the Fixed Annuity Payout selected. The table shows the
minimum guaranteed  amount  of  the  initial annuity  payment  for  each  $1,000
applied. All subsequent payments shall be equal to the initial annuity payment.
 
                                       25
<PAGE>
    The  amount of the  first Variable Annuity Payout  is determined by applying
the Contract Value to be  used for a variable annuity  at the Start Date to  the
annuity  table  in  the Contract  for  the Annuity  Payout  selected. Subsequent
Variable Annuity  Payouts  vary in  amount  in accordance  with  the  investment
performance of the applicable Sub-Account. Assuming annuity payouts are based on
the  Annuity Unit Values of a single Sub-Account, the dollar amount of the first
annuity payout, determined  as set forth  above, is divided  by the  Sub-Account
Annuity Unit Value as of the Start Date to establish the number of Annuity Units
representing  each annuity  payout. This number  of Annuity  Units remains fixed
during the annuity payout period. The dollar amount of the second and subsequent
payouts is not  predetermined and  may change from  month to  month. The  dollar
amount  of  the  second and  each  subsequent  annuity payout  is  determined by
multiplying the fixed number  of Annuity Units by  the Sub-Account Annuity  Unit
Value  for the Valuation Period with respect to which the annuity payout is due.
If the monthly payout  is based upon  the Annuity Unit Values  of more than  one
Sub-Account, the foregoing procedure is repeated for each applicable Sub-Account
and  the sum  of the  payments based on  each Sub-Account  is the  amount of the
monthly annuity payout.
 
    The annuity tables in  the Contracts are based  on the 1983 Mortality  Table
and  a 3%  interest rate.  Unisex rates  will apply  for Contracts  issued under
Qualified Plans and  sex distinct  rates will apply  for non-qualified  Transfer
Series Contracts.
 
    The  Company  guarantees that  the dollar  amount  of each  Variable Annuity
Payout after the  first payout will  not be affected  by variations in  expenses
(including  those related  to the Variable  Account) or  in mortality experience
from the mortality assumptions used to determine the first payout.
 
SUB-ACCOUNT ANNUITY UNIT VALUE
 
    Each Sub-Account's Annuity Units  were initially valued at  $10 each at  the
time  Accumulation Units  with respect to  the Sub-Account  were first converted
into Annuity  Units.  The Sub-Account  Annuity  Unit value  for  any  subsequent
Valuation Period is determined by multiplying the Sub-Account Annuity Unit value
for  the immediately preceding Valuation Period by the Net Investment Factor for
the Sub-Account for the Valuation Period for which the Sub-Account Annuity  Unit
Value  is being calculated, and multiplying the  result by an interest factor to
neutralize the assumed investment  rate of 3% per  annum built into the  annuity
tables contained in the Contracts. (See "Net Investment Factor" on page 19.)
 
ASSUMED INVESTMENT RATE
 
    A  3% assumed investment rate is built  into the annuity tables contained in
the Contracts. If the actual net investment  rate on the assets of the  Variable
Account  is equal to the assumed  investment rate, Variable Annuity Payouts will
remain level. If the actual net  investment rate exceeds the assumed  investment
rate, Variable Annuity Payouts will increase and conversely, if it is less, then
the payouts will decrease.
 
                             PARTIAL ANNUITIZATION
 
    Any  time before the Start Date, a Contract Owner may apply a portion of the
Contract Value to  the purchase of  Fixed or  Variable Annuity Payouts  or to  a
combination  of Fixed  and Variable  Annuity Payouts.  This is  called a partial
annuitization and occurs in the same  manner as described above for  application
of  the entire Contract Value  to Annuity Payouts at  the Start Date except that
values as of the Valuation Date immediately following receipt by the Company  of
a  written request for a partial annuitization are used in place of values as of
the Start Date.
 
   
    Upon the occurrence of a  partial annuitization, the Contract Value  applied
to  purchase Annuity Payouts is considered  a withdrawal from the Contract. (See
"Withdrawals (Redemptions)" on page 21 and "Taxation of Annuities" on page  28.)
The  Company reserves the  right to deduct  the amount of  any premium taxes not
already paid under a Contract.
    
 
   
    After a partial annuitization, Annuity  Payouts based on the Contract  Value
applied  and the annuity options selected are made  in the same manner as if the
Start Date had occurred and no  Contract Value remained under the Contract.  Any
remaining  Contract Value not applied to  purchase Annuity Payouts, the Contract
continues as if no partial annuitization had occurred.
    
 
                               FEDERAL TAX STATUS
 
INTRODUCTION
 
    THIS DISCUSSION IS GENERAL AND NOT  INTENDED AS TAX ADVICE. This  discussion
is  not  intended to  address the  tax  consequences resulting  from all  of the
situations in which a person  may be entitled to  or may receive a  distribution
under  a  Contract.  The  Contracts  are  designed  for  use  by  individuals in
connection with retirement plans which may  or may not be Qualified Plans  under
the  provisions of the Code. The ultimate  effect of federal income taxes on the
Contract Value,
 
                                       26
<PAGE>
on  Annuity  Payouts and  on the  economic  benefit to  the Contract  Owner, the
Annuitant, as Payee or the Beneficiary depends upon the type of retirement  plan
for  which the Contract is purchased, and  upon the tax and employment status of
the individual concerned. No attempt is made to consider any applicable state or
other tax  laws. The  discussion  is based  on  the Company's  understanding  of
Federal  Income Tax  Laws as  currently interpreted.  No representation  is made
regarding the likelihood of the continuation  of the present Federal Income  Tax
Laws or the current interpretation by the Internal Revenue Service ("IRS").
 
   
    A  Contract  may  be  purchased  on  a  non-qualified  basis ("Non-Qualified
Contract") or  purchased  and  used  in connection  with  plans  qualifying  for
favorable tax treatment ("Qualified Contract"). A Qualified Contract is designed
for  use by individuals whose Purchase Payments are comprised solely of proceeds
from and/or contributions under retirement  plans which are intended to  qualify
as plans entitled to special income tax treatment under Sections 401(a), 403(b),
or  408 of the Code. The ultimate effect  of federal income taxes on the amounts
held under a Contract, or  Annuity Payouts, and on  the economic benefit to  the
Contract  Owner, the Annuitant, the Payee or the Beneficiary depends on the type
of retirement  plan,  on  the  tax  and  employment  status  of  the  individual
concerned,  and on the  Company's tax status.  In addition, certain requirements
must be  satisfied in  purchasing  a Qualified  Contract  with proceeds  from  a
Qualified Plan and receiving distributions from a Qualified Contract in order to
continue  receiving favorable tax treatment.  Therefore, purchasers of Qualified
Contracts should seek competent legal  and tax advice regarding the  suitability
of  a Contract  for their  situation, the  applicable requirements,  and the tax
treatment of the  rights and benefits  of a Contract.  The following  discussion
assumes  that  Qualified  Contracts  are  purchased  and  proceeds  from  and/or
contributions under  retirement  plans that  qualify  for the  intended  special
federal income tax treatment.
    
 
TAX STATUS OF THE CONTRACT
 
    DIVERSIFICATION REQUIREMENTS
 
    Section  817(h)  of  the  Code provides  that  separate  account investments
underlying a  Contract  must  be "adequately  diversified"  in  accordance  with
Treasury regulations in order for the Contract to qualify as an annuity Contract
under  Section 72 of the Code. The  Variable Account, through each of the Funds,
intends  to  comply   with  the  diversification   requirements  prescribed   in
regulations under Section 817(h) of the Code, which affect how the assets in the
various  Sub-Accounts may  be invested.  The Company  expects that  each Fund in
which  the  Variable   Account  owns  shares   will  meet  the   diversification
requirements  and that the Contract will be treated as an annuity Contract under
the Code.
 
    The Treasury has also announced that the diversification regulations do  not
provide guidance concerning the extent to which Contract Owners may direct their
investments   to  particular  Sub-Accounts  of   the  Variable  Account  or  how
concentrated the investments of  the Funds underlying  the Variable Account  may
be.  It is possible  that if additional  guidance in this  regard is issued, the
Contract may need to  be modified to comply  with such additional guidance.  For
these  reasons,  the  Company reserves  the  right  to modify  the  Contracts as
necessary to attempt  to prevent the  Contract Owner from  being considered  the
owner  of  the assets  of the  Funds or  otherwise to  qualify the  Contract for
favorable tax treatment.
 
    REQUIRED DISTRIBUTIONS
 
    In order  to  be treated  as  an annuity  Contract  for federal  income  tax
purposes,  Section 72(s) of the Code also requires any Non-Qualified Contract to
provide that: (a)  if any Contract  Owner dies on  or after the  Start Date  but
prior  to the time the entire interest in the Contract has been distributed, the
remaining portion of such  interest will be distributed  at least as rapidly  as
under  the method  of distribution being  used as  of the date  of that Contract
Owner's death; and (b) if any Contract  Owner dies prior to the Start Date,  the
entire  interest in the Contract will be distributed within five years after the
date of  the  Contract Owner's  death.  These requirements  will  be  considered
satisfied as to any portion of the Contract Owner's interest which is payable to
or  for the benefit of a "designated  Beneficiary" and which is distributed over
the life of  such Beneficiary or  over a  period not extending  beyond the  life
expectancy  of that Beneficiary,  provided that such  distributions begin within
one year  of  that Contract  Owner's  death. The  Contract  Owner's  "designated
Beneficiary"  is the person  designated by such Contract  Owner as a Beneficiary
and to whom ownership of  the Contract passes by reason  of death and must be  a
natural person. However, if the Contract Owner's "designated Beneficiary" is the
surviving  spouse of the Contract Owner, the  Contract may be continued with the
surviving spouse as  the new Contract  Owner. If  the Contract Owner  is not  an
individual,  any  change in  the primary  Annuitant  is treated  as a  change of
Contract Owner for tax purposes.
 
    The Non-Qualified Contracts contain provisions which are intended to  comply
with  the requirements  of Section  72(s) of  the Code,  although no regulations
interpreting these requirements  have yet  been issued. The  Company intends  to
review  such provisions and modify them if  necessary to assure that they comply
with the requirements  of Code  Section 72(s)  when clarified  by regulation  or
otherwise. Other rules may apply to Qualified Contracts.
 
                                       27
<PAGE>
TAXATION OF ANNUITIES
 
    IN GENERAL
 
    Section 72 of the Code governs taxation of annuities in general. The Company
believes that a Contract Owner who is a natural person generally is not taxed on
increases  in the value  of a Contract until  distribution occurs by withdrawing
all or  part of  the  Contract Value  (e.g.,  partial withdrawals  and  complete
withdrawals)  or as Annuity  Payouts under the form  of Annuity Payout selected.
For this purpose, the assignment, pledge,  or agreement to assign or pledge  any
portion  of the  Contract Value (and  in the  case of a  Qualified Contract, any
portion of an interest  in the qualified  plan) generally will  be treated as  a
distribution. The taxable portion of a distribution (in the form of a single sum
payment or annuity) is taxable as ordinary income.
 
    A  Contract Owner  who is  not a  natural person  generally must  include in
income any  increase  in  the  excess  of the  net  withdrawal  value  over  the
"investment in the Contract" during the taxable year.
 
    The  following discussion  generally applies  to Contracts  owned by natural
persons.
 
    WITHDRAWALS
 
    In the case of a withdrawal  from a Qualified Contract, under Section  72(e)
of the Code a ratable portion of the amount received is taxable, generally based
on  the ratio  of the  "investment in the  Contract" to  the participant's total
accrued benefit or  balance under the  retirement plan. The  "investment in  the
Contract" generally equals the portion, if any, of any Purchase Payments paid by
or  on behalf of  any individual under  a Contract which  was not under excluded
from the  individual's gross  income. For  Contracts issued  in connection  with
Qualified Plans, the "investment in the Contract" can be zero. Special tax rules
may be available for certain distributions from Qualified Contracts.
 
    In  the  case  of a  withdrawal  (including Systematic  Withdrawals)  from a
Non-Qualified Contract before the Start  Date, under Code Section 72(e)  amounts
received  are generally first treated  as taxable income to  the extent that the
Contract Value  immediately before  withdrawal exceeds  the "investment  in  the
Contract" at that time. Any additional amount withdrawn is not taxable.
 
    In  the  case  of  a  full withdrawal  under  a  Qualified  or Non-Qualified
Contract, the amount received  generally will be taxable  only to the extent  it
exceeds the "investment in the Contract."
 
    A  Federal penalty tax  may apply to certain  withdrawals from Qualified and
Non-Qualified Contracts. (See "Penalty Tax on Certain Distributions" below.)
 
    ANNUITY PAYOUTS
 
    Although tax consequences may  vary depending on  the annuity form  selected
under  the Contract,  in general,  only the portion  of the  Annuity Payout that
represents the amount by which the Contract Value exceeds the investment in  the
Contract  will be taxed; after the investment  in the Contract is recovered, the
full amount of any additional Annuity  Payouts is taxable. For Variable  Annuity
Payouts,  the  taxable  portion  is generally  determined  by  an  equation that
establishes a specific  dollar amount  of each payment  that is  not taxed.  The
dollar  amount is determined by  dividing the investment in  the Contract by the
total  number  of  expected  periodic  Annuity  Payouts.  However,  the   entire
distribution  will be taxable once the recipient has recovered the dollar amount
of his or her investment in the Contract. For Fixed Annuity Payouts, in  general
there  is no tax on  the portion of each payout  which represents the same ratio
that the investment in  the Contract bears  to the total  expected value of  the
Annuity  Payouts for  the term  of the payouts;  however, the  remainder of each
Annuity Payout is taxable until the recovery of the investment in the  Contract,
and thereafter the full amount of each Annuity Payout is taxable.
 
    TAXATION OF DEATH BENEFIT PROCEEDS
 
    Amounts  may  be distributed  from  a Contract  because  of the  death  of a
Contract Owner or an  Annuitant. Generally, such amounts  are includible in  the
income  of the recipient as follows: (i) if  distributed in a lump sum, they are
taxed in the  same manner as  a full withdrawal  from the Contract;  or (ii)  if
distributed  under a payout  option, they are  taxed in the  same way as Annuity
Payouts.
 
    PENALTY TAX ON CERTAIN DISTRIBUTIONS
 
    In the  case of  a  distribution pursuant  to  a Non-Qualified  Contract,  a
Federal  penalty equal  to 10% of  the amount  treated as taxable  income may be
imposed. In general, however, there is no penalty on distributions:
 
    1.  Made on or after the taxpayer reaches age 59 1/2;
 
    2.  Made  on or  after the death  of the  holder (a holder  is considered  a
       Contract  Owner) (or if the holder is not an individual, the death of the
       primary annuitant);
 
    3.  Attributable to the taxpayer becoming disabled;
 
                                       28
<PAGE>
    4.  A part of  a series of substantially  equal periodic payments (not  less
       frequently  than  annually)  for the  life  (or life  expectancy)  of the
       taxpayer or the joint lives (or joint life expectancies) of the  taxpayer
       and his or her designated beneficiary;
 
    5.   Made under an annuity Contract  that is purchased with a single premium
       when the annuity starting date is no  later than a year from purchase  of
       the  annuity and substantially equal periodic payments are made, not less
       frequently than annually, during the annuity period; and
 
    6.   Made  under certain  annuities  issued in  connection  with  structured
       settlement agreements.
 
    Other  tax penalties  may apply to  certain distributions  under a Qualified
Contract, as  well  as  to  certain contributions  to,  loans  from,  and  other
circumstances,  applicable to the Qualified Plan of which the Qualified Contract
is part.
 
POSSIBLE CHANGES IN TAXATION
 
    In past  years, legislation  has  been proposed  that would  have  adversely
modified  the  Federal  taxation of  certain  annuities. For  example,  one such
proposal would have changed  the tax treatment  of non-qualified annuities  that
did not have "substantial life contingencies" by taxing income as it is credited
to  the annuity.  Although as  of the  date of  this prospectus  Congress is not
considering any legislation regarding the taxation of annuities, there is always
the possibility that tax treatment of  annuities could change by legislation  or
other  means  (such as  IRS  regulations, revenue  rulings,  judicial decisions,
etc.). Moreover, it is also possible that any change could be retroactive  (that
is, effective prior to the date of the change).
 
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
 
    A  transfer of ownership or assignment of  a Contract, the designation of an
Annuitant, Payee or other Beneficiary who is not also the Contract Owner, or the
exchange of a Contract  may result in certain  tax consequences to the  Contract
Owner  that are  not discussed herein.  A Contract Owner  contemplating any such
transfer, assignment, or exchange of a  Contract should contact a competent  tax
adviser with respect to the potential tax effects of such a transaction.
 
WITHHOLDING
 
    Pension  and annuity distributions generally  are subject to withholding for
the recipient's Federal income tax liability at rates that vary according to the
type of  distribution  and  the recipient's  tax  status.  Recipients,  however,
generally  are provided the opportunity  to elect not to  have tax withheld from
distributions. Effective January 1,  1993, distributions from certain  qualified
plans  are generally subject to mandatory withholding. Withholding for Contracts
issued to retirement  plans established  under Section 401  of the  Code is  the
responsibility of the plan trustee.
 
MULTIPLE CONTRACTS
 
    Section  72(e)(11)  of the  Code treats  all non-qualified  deferred annuity
Contracts entered into after October 21, 1988 that are issued by the Company (or
its affiliates)  to the  same Contract  Owner during  any calendar  year as  one
annuity  Contract for  purposes of  determining the  amount includible  in gross
income under  Code  Section 72(e).  The  effects of  this  rule are  not  clear;
however,  it could affect  the time when  income is taxable  and the amount that
might be  subject to  the 10%  penalty  tax described  above. In  addition,  the
Treasury Department has specific authority to issue regulations that prevent the
avoidance  of Section 72(e) through the  serial purchase of annuity Contracts or
otherwise. There may also be other situations in which the Treasury may conclude
that it  would  be  appropriate  to aggregate  two  or  more  annuity  Contracts
purchased  by  the same  Contract Owner.  Accordingly,  a Contract  Owner should
consult a  competent  tax  adviser  before  purchasing  more  than  one  annuity
Contract.
 
TAXATION OF QUALIFIED PLANS
 
    The  Contracts are designed  for use with several  types of Qualified Plans.
The tax rules applicable to participants in these Qualified Plans vary according
to the type of  Plan and the  terms and conditions of  the Plan itself.  Special
favorable  tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in  excess
of  specified  limits; distributions  prior to  age 59  1/2 (subject  to certain
exceptions); distributions that  do not  conform to  specified commencement  and
minimum  distribution rules;  aggregate distributions  in excess  of a specified
annual amount; and in  other specified circumstances.  Therefore, no attempt  is
made  to provide more  than general information  about the use  of the Contracts
with the various types  of Qualified Plans.  Contract Owners, Annuitants  Payees
and  Beneficiaries are cautioned that  the rights of any  person to any benefits
under these Qualified Plans will be subject  to the terms and conditions of  the
Plans themselves, regardless of the terms and conditions of the Contracts issued
in  connection with the Plans.  The Company shall not be  bound by the terms and
conditions of  such Qualified  Plans to  the extent  such terms  contradict  the
Contract,    unless    the    Company    consents.    Some    retirement   plans
 
                                       29
<PAGE>
are subject to  distribution and  other requirements that  are not  incorporated
into   the  Company's  Contract   administration  procedures.  Contract  Owners,
participants  and   Beneficiaries   are   responsible   for   determining   that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts comply with applicable law.  Brief descriptions follow of the  various
types of Qualified Plans in connection with a Contract.
 
CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
 
    Code  Section  401(a)  permits  employers  to  establish  various  types  of
retirement  plans  for  employees,  and  permit  self-employed  individuals   to
establish  retirement plans for themselves and their employees. These retirement
plans may permit the purchase of the Contracts to accumulate retirement  savings
under  the plans. Adverse tax consequences to the plan, to the participant or to
both may result if this Contract is assigned or transferred to any individual as
a means to provide benefit payments.
 
INDIVIDUAL RETIREMENT ANNUITIES
 
    Section 408 of  the Code permits  eligible individuals to  contribute to  an
individual  retirement program  known as  an "Individual  Retirement Annuity" or
"IRA". These IRAs are subject to limits  on the amount that may be  contributed,
the  persons  who  may be  eligible,  and  on the  time  when  distributions may
commence. Also, distributions from certain  other types of qualified  retirement
plans  may be  "rolled over"  on a tax-deferred  basis into  an IRA.  Sales of a
Contract for use with IRAs  may be subject to  special requirements of the  IRS.
The  IRS has not reviewed the Contract for  qualification as an IRA, and has not
addressed in a ruling of general applicability whether a death benefit provision
such  as  the  provision  in  the  Contract  comports  with  IRA   qualification
requirements.
 
TAX SHELTERED ANNUITIES
 
   
    Section  403(b) of  the Code allows  employees of  certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the Purchase
Payments paid, within certain limits, on a Contract that will provide an annuity
for  the   employee's  retirement.   Code  Section   403(b)(11)  restricts   the
distribution  under  Code  Section  403(b) annuity  Contracts  of:  (i) elective
contributions made in years beginning after December 31, 1988; (ii) earnings  on
those  contributions; and (iii) earnings in such years on amounts held as of the
last year beginning before  January 1, 1989. Distribution  of those amounts  may
only occur upon death of the employee, attainment of age 59 1/2, separation from
service,  disability, or financial hardship. In addition, income attributable to
elective contributions may not be distributed in the case of hardship.
    
 
POSSIBLE CHARGE FOR THE COMPANY'S TAXES
 
    At the present time, the Company makes no charge to the Sub-Accounts for any
Federal, state, or local taxes that the Company incurs which may be attributable
to such Sub-Accounts  or to the  Contracts. The Company,  however, reserves  the
right  in the future to make a charge for  any such tax that it determines to be
properly attributable to the Sub-Accounts of the Contracts.
 
OTHER TAX CONSEQUENCES
 
    As noted above, the  foregoing comments about  the Federal tax  consequences
under  these Contracts are  not exhaustive, and special  rules are provided with
respect to other tax situations not  discussed in this Prospectus. Further,  the
Federal   income  tax  consequences  discussed   herein  reflect  the  Company's
understanding of current law  and the law may  change. Federal estate and  state
and  local  estate,  inheritance, and  other  tax consequences  of  ownership or
receipt of distributions under a Contract depend on the individual circumstances
of each Contract Owner or recipient of the distribution. A competent tax adviser
should be consulted for further information.
 
                             VOTING OF FUND SHARES
 
    As long as  the Variable Account  is registered as  a unit investment  trust
under  the Investment Company Act of 1940 and the assets of the Variable Account
are allocated to Sub-Accounts that are invested in Fund shares, the Fund  shares
held  in the Sub-Accounts  will be voted  by the Company  in accordance with the
instructions  received  from  the  person  having  voting  interests  under  the
Contracts  as described below. If the  Company determines pursuant to applicable
law or regulation that Fund shares held in the Sub-Accounts and attributable  to
the  Contracts need not be voted  pursuant to instructions received from persons
otherwise having  the voting  interests, then  the Company  may vote  such  Fund
shares held in the Sub-Accounts in its own right.
 
    Before  Variable Annuity  Payouts begin,  the Contract  Owner will  have the
voting interest with  respect to  the Fund  shares attributable  to a  Contract.
After  Variable  Annuity  Payouts  begin, the  Annuitant  will  have  the voting
interest with respect to the Fund shares attributable to the Annuity Units under
a Contract. Such  voting interest  will generally decrease  during the  Variable
Annuity Payout period.
 
                                       30
<PAGE>
    Any  Fund shares held in the Variable Account for which the Company does not
receive timely voting instructions,  or which are  not attributable to  Contract
Owners,  will be voted by the Company in proportion to the instructions received
from all Contract Owners having a voting  interest in the Fund. Any Fund  shares
held  by the  Company or  any of  its 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.
 
    All Fund proxy  material will  be sent  to persons  having voting  interests
together  with appropriate forms which may  be used to give voting instructions.
Persons entitled to voting interests and the number of votes which they may cast
shall be determined as of a record date, to be selected by the Fund.
 
    Persons having voting interests under the Contracts as described above  will
not,  as a result thereof, have voting interests with respect to meetings of the
stockholders of the Company.
 
                         DISTRIBUTION OF THE CONTRACTS
 
    The Contracts will  be sold  by licensed  insurance agents  in those  states
where  the  Contracts  may be  lawfully  sold.  Such agents  will  be registered
representatives of broker-dealers registered  under the Securities Exchange  Act
of  1934 who are members of the National Association of Securities Dealers, Inc.
The Contracts  will  be distributed  by  the Principal  Underwriter,  Washington
Square  Securities,  Inc., 20  Washington  Avenue South,  Minneapolis, Minnesota
55401, which is an affiliate of the Company. Commissions and other  distribution
compensation  will  be paid  by the  Company. Generally  such payments  will not
exceed 7.00% of the Purchase Payments. In some cases a trail commission based on
the Contract Value may also be paid.
 
                           REPORTS TO CONTRACT OWNERS
 
    The Company will mail to  the Contract Owner, at  the last known address  of
record  at the  Home Office  of the  Company, an  annual report  after the first
Contract Year containing such information as  may be required by any  applicable
law  or regulation and a statement showing  the Contract Value. The Company will
also  provide  to  Contract  Owners  immediate  written  confirmation  of  every
financial  transaction made under their  Contracts; however, Contract Owners who
make  Purchase  Payments  through  salary  reduction  arrangements  with   their
employers  will  receive quarterly  confirmations of  Purchase Payments  made to
their Contracts.
 
                               LEGAL PROCEEDINGS
 
    There are no legal proceedings to which the Variable Account is a party. The
Company is a defendant in various lawsuits in connection with the normal conduct
of its operations. In the opinion of management, the ultimate resolution of such
litigation will not result in any significant liability to the Company.
 
   
                        FINANCIAL STATEMENTS AND EXPERTS
    
 
   
    The annual financial statements of Separate  Account One as of December  31,
1996  and the  annual financial statements  of Northern  Life Insurance Company,
which are included in the Statement of Additional Information, have been audited
by Deloitte &  Touche LLP,  independent auditors,  as stated  in their  reports,
which  are  included herein,  and have  been  so included  in reliance  upon the
reports of such  firm given upon  their authority as  experts in accounting  and
auditing.
    
 
                              FURTHER INFORMATION
 
    A  Registration Statement  under the Securities  Act of 1933  has been filed
with the  Securities and  Exchange  Commission, with  respect to  the  Contracts
described  herein. The  Prospectus does not  contain all of  the information set
forth in the Registration Statement and exhibits thereto, to which reference  is
hereby made for further information concerning the Variable Account, the Company
and  the  Contracts.  The  information  so  omitted  may  be  obtained  from the
Commission's principal  office in  Washington,  D.C., upon  payment of  the  fee
prescribed  by  the Commission,  or  examined there  without  charge. Statements
contained in this  Prospectus as to  the provisions of  the Contracts and  other
legal  documents are summaries, and reference is  made to the documents as filed
with the Commission for a complete statement of the provisions thereof.
 
                                       31
<PAGE>
   
                              SEPARATE ACCOUNT ONE
                      STATEMENT OF ADDITIONAL INFORMATION
    
 
   
                               TABLE OF CONTENTS
    
 
   
Introduction...................................................................2
Custody of Assets..............................................................2
Independent Auditors...........................................................2
Distribution of the Contracts..................................................3
Calculation of Yields and Total Returns........................................3
Company Holidays..............................................................12
Financial Statements..........................................................12
 
    
 
- --------------------------------------------------------------------------------
 
   
If  you would like  to receive a copy  of the Separate  Account One Statement of
Additional Information, please call 1-800-333-6965 or return this request to:
    
 
   
WASHINGTON SQUARE SECURITIES, INC.
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
    
 
   
Your name
    
- --------------------------------------------------------------------------------
 
   
Address
    
- --------------------------------------------------------------------------------
   
City ___________________________________________ State _________________________
Zip ___________________
    
 
   
Please send me a copy of the Separate Account One Statement of Additional
Information.
    
 
- --------------------------------------------------------------------------------
 
                                       32
<PAGE>
   
                                   APPENDIX A
                               THE FIXED ACCOUNTS
    
 
   
    CONTRIBUTIONS  AND  REALLOCATIONS TO  FIXED ACCOUNT  A  AND FIXED  ACCOUNT B
(COLLECTIVELY, THE  "FIXED ACCOUNTS")  UNDER THE  CONTRACTS BECOME  PART OF  THE
GENERAL ACCOUNT OF THE COMPANY (THE "GENERAL ACCOUNT"), WHICH SUPPORTS INSURANCE
AND  ANNUITY  OBLIGATIONS.  BECAUSE OF  EXEMPTIVE  AND  EXCLUSIONARY PROVISIONS,
INTERESTS IN THE FIXED  ACCOUNTS HAVE NOT BEEN  REGISTERED UNDER THE  SECURITIES
ACT  OF 1933 ("1933  ACT") NOR ARE  THE FIXED ACCOUNTS  REGISTERED AS INVESTMENT
COMPANIES UNDER THE INVESTMENT  COMPANY ACT OF  1940 ("1940 ACT").  ACCORDINGLY,
NEITHER  THE FIXED ACCOUNTS  NOR ANY INTERESTS THEREIN  ARE GENERALLY SUBJECT TO
THE PROVISIONS OF THE 1933  OR 1940 ACTS AND THE  COMPANY HAS BEEN ADVISED  THAT
THE  STAFF  OF  THE SECURITIES  AND  EXCHANGE  COMMISSION HAS  NOT  REVIEWED THE
DISCLOSURES IN  THIS  PROSPECTUS  WHICH  RELATE TO  THE  FIXED  PORTION  OF  THE
CONTRACTS.  DISCLOSURES REGARDING  THE FIXED  PORTION OF  THE CONTRACTS  AND THE
FIXED  ACCOUNTS,  HOWEVER,  MAY  BE  SUBJECT  TO  CERTAIN  GENERALLY  APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.
    
 
   
    The Fixed Accounts are part of the General Account, which is made up of  all
of  the general assets of the Company other than those allocated to any separate
account. We offer the  option of having  all or a  portion of Purchase  Payments
allocated to the Fixed Accounts as selected by the Contract Owner at the time of
purchase  or  as  subsequently  changed.  The  Company  will  invest  the assets
allocated to  the Fixed  Accounts in  those  assets chosen  by the  Company  and
allowed  by applicable law.  Investment income from  such Fixed Accounts' assets
will be allocated  between the Company  and the Contracts  participating in  the
Fixed Accounts, in accordance with the terms of such Contracts.
    
 
   
    Fixed  Annuity Payouts  made to Annuitants  under the Contracts  will not be
affected by  the mortality  experience (death  rate) of  persons receiving  such
payments or of the general population. The Company assumes this "mortality risk"
by  virtue  of  annuity rates  incorporated  in  the Contracts  which  cannot be
changed. In addition, the Company guarantees  that it will not increase  charges
for maintenance of the Contracts regardless of its actual expenses.
    
 
   
    Investment  income from the Fixed Accounts allocated to the Company includes
compensation for mortality and expense risks borne by the Company in  connection
with  Fixed Account Contracts. The Company expects  to derive a profit from this
compensation.
    
 
   
    The Company may credit interest in excess of the guaranteed rate of 3%.  Any
interest  rate in effect when an amount is allocated or reallocated to the Fixed
Accounts is guaranteed for  that amount until  the end of  the calendar year  in
which  it is  received. After  the end  of that  calendar year,  the Company may
change the amount  of interest credited  at its discretion.  All amounts in  the
Fixed Accounts after the end of the calendar years referenced above are credited
with  excess interest at the rates then  in effect for the then current calendar
year. Such rates are established at the beginning of each calendar year and  are
guaranteed  for the entire calendar  year. There is no  specific formula for the
determination of  excess  interest  credits.  Such  credits,  if  any,  will  be
determined  by the Company based on many factors, including, but not limited to:
investment yield  rates,  taxes,  Contract  persistency,  and  other  experience
factors.  ANY INTEREST  CREDITED TO AMOUNTS  ALLOCATED TO THE  FIXED ACCOUNTS IN
EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE  COMPANY.
THE  CONTRACT OWNER  ASSUMES THE  RISK THAT  INTEREST CREDITED  TO FIXED ACCOUNT
ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.
    
 
   
    The Company is aware  of no statutory limitations  on the maximum amount  of
interest  it may  credit, and  the Board  of Directors  has set  no limitations.
However, inherent in the Company's exercise of discretion in this regard is  the
equitable  allocation of  distributable earnings  and surplus  among its various
Contractholders and Contract Owners and to its stockholder.
    
 
   
    Excess interest, if  any, will  be credited  on the  Fixed Account  Contract
Value.  The Company  guarantees that,  at any  time, the  Fixed Account Contract
Value will  not be  less than  the  amount of  Purchase Payments  and  transfers
allocated  to the  Fixed Accounts,  plus interest  at the  rate of  3% per year,
compounded annually, plus any additional interest which the Company may, in  its
discretion,   credit  to  the  Fixed  Accounts,  less  the  sum  of  all  annual
administrative charges  or Withdrawal  Charges  levied, any  applicable  premium
taxes, and less any amounts withdrawn or reallocated from the Fixed Accounts. If
the  Contract Owner makes a full withdrawal, the amount available from the Fixed
Accounts will be reduced by any applicable Withdrawal Charge and Annual Contract
Charge. (See "Charges Made by the Company" on page 15).
    
 
   
                                      A-1
    
<PAGE>
   
   [LOGO]
  Northern Life
    
 
   
       P. O. Box 12530 - Seattle, WA 98111-4530
    
 
   
       A RELIASTAR COMPANY
    
 
   
                        For marketing information call:
                                 1-800-426-7050
                        For policy administration call:
                                 1-800-870-0453
    
   
FORM NO. 15500 5-97
    
          A Variable Annuity Issued by Northern Life Insurance Company
<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                   ----------

              INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
                                    ISSUED BY
                              SEPARATE ACCOUNT ONE
                                       AND
                         NORTHERN LIFE INSURANCE COMPANY

     This Statement of Additional Information is not a Prospectus, but should be
read in conjunction with the Prospectus, dated April 30, 1997 (the "Prospectus")
relating to the Individual Deferred Variable/Fixed Annuity Contracts issued by
Separate Account One (the "Variable Account") and Northern Life Insurance
Company (the "Company").  Much of the information contained in this Statement of
Additional Information expands upon subjects discussed in the Prospectus.  A
copy of the Prospectus may be obtained from Washington Square Securities, Inc.,
20 Washington Avenue South, Minneapolis, Minnesota  55401.


     Capitalized terms used in this Statement of Additional Information that are
not otherwise defined herein shall have the meanings given to them in the
Prospectus.

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


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

Custody of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . .     2

Distribution of the Contracts. . . . . . . . . . . . . . . . . . . . . .     3

Calculation of Yields and Total Returns. . . . . . . . . . . . . . . . .     3

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .     10

Company Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10

                                    ---------


     The date of this Statement of Additional Information is April 30, 1997.


                                       1

<PAGE>
                                  INTRODUCTION

     The Individual Deferred Variable/Fixed Annuity Contracts described in the
Prospectus are flexible  Purchase Payment  Contracts.  The Contracts are sold to
or in connection with retirement plans which may or may not qualify for special
federal tax treatment under the Internal Revenue Code.  (See "Federal Tax
Status" on page 26 of the Prospectus.)  Annuity Payouts under the Contracts are
deferred until a later date selected by the Contract Owner.

     Purchase Payments may be allocated to one or more of the available Sub-
Accounts of the Variable Account, a separate account of the Company, and/or to
Fixed Account A and/or Fixed Account B (which are part of the general account of
the Company). 

   
     Purchase Payments allocated to one or more of the available Sub-Accounts of
the Variable Account, as selected by the Contract Owner, will be invested in
shares at net asset value of one or more of a group of investment funds (the
"Funds").  The Funds currently are the Income and Growth Fund, Multi-Sector Bond
Fund and Growth Fund of the Northstar Variable Trust, which is managed by
Northstar Investment Management Corporation of Greenwich, Connecticut, an
affiliate of the Company; the Money Market Portfolio, Growth Portfolio, Equity-
Income Portfolio and Overseas Portfolio of the Variable Insurance Products Fund
and the Asset Manager Portfolio, Asset Manager:  Growth Portfolio, Index 500
Portfolio and Contrafund Portfolio of the Variable Insurance Products Fund II,
all of which are managed by Fidelity Management & Research Company of Boston,
Massachusetts; and American Small Capitalization Portfolio, American Growth
Portfolio, American MidCap Growth Portfolio and American Leveraged AllCap
Portfolio of The Alger American Fund which are managed by Fred Alger Management,
Inc.  The Variable Account Contract Value and the amount of Variable Annuity
Payouts will vary, depending on the investment performance of the Funds whose
shares are held in the Sub-Accounts selected.  For more information about the
Funds, see "Investments of the Variable Account" on page 12 of the Prospectus.
    

     Purchase Payments allocated to Fixed Account A or Fixed Account B, which
are part of the general account of the Company, will be credited with interest
at a rate not less than 3% per year.  Interest credited in excess of 3%, if any,
will be determined at the sole discretion of the Company.  That part of the
Contract relating to Fixed Account A and Fixed Account B is not registered under
the Securities Act of 1933 and the Fixed Accounts are not subject to the
restrictions of the Investment Company Act of 1940.  (See Appendix A to the
Prospectus.)

                                CUSTODY OF ASSETS

     The Company, whose address appears on the cover of the Prospectus,
maintains custody of the assets of the Variable Account.

                              INDEPENDENT AUDITORS

   
     The financial statements of Separate Account One and Northern Life 
Insurance Company, which are included in the Statement of Additional 
Information, have been audited by Deloitte & Touche LLP, independent 
auditors, as stated in their reports which are included herein, and have been 
so included in reliance upon the reports of such firm given upon their 
authority as experts in accounting and auditing.
    

<PAGE>

                          DISTRIBUTION OF THE CONTRACTS

     The Contracts will be sold by licensed insurance agents in those states
where the Contracts may be lawfully sold.  Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc. 
The Contracts will be distributed by Washington Square Securities, Inc. ("WSSI")
the principal underwriter which is an affiliate of the Company.


     For the years ended December 31, 1995 and 1996, WSSI was paid fees, 
including gross concessions, by the Company in connection with distribution 
of the Contracts aggregating $750 and $641,620.59, respectively.


     The offering of the Contracts is continuous.

     There are no special purchase plans or exchange privileges not described in
the Prospectus.  (See "Reduction of Charges" at page 18 of the Prospectus.)

   
     No deduction for a sales charge is made from Purchase Payments for the 
Contracts. However, if part or all of a Contract's Value is withdrawn, 
Withdrawal Charges (which may be deemed to be Contingent Deferred Sales 
Charges) may be made by the Company. The method used to determine the amount 
of such charges is described in the Prospectus under the heading "Charges 
Made By The Company -- Withdrawal Charge (Contingent Deferred Sales Charge)" 
on page 15. There is no difference in the amount of this charge or any of the 
other charges described in the Prospectus as between Contracts purchased by 
members of the public as individuals or groups, and Contracts purchased by 
any class of individuals, such as officers, directors or employees of the 
Company or of the Principal Underwriter.
    

                     CALCULATION OF YIELDS AND TOTAL RETURNS

     From time to time, the Company may disclose yields, total returns, and
other performance data pertaining to the Contracts for a Sub-Account.  Such
performance data will be computed, or accompanied by performance data computed,
in accordance with the standards defined by the Securities and Exchange
Commission.

     Because of the charges and deductions imposed under a Contract, the yield
for the Sub-Accounts will be lower than the yield for their respective
portfolios. The calculations of yields, total returns, and other performance
data do not reflect the effect of any premium tax that may be applicable to a
particular Contract.  Premium taxes currently range from 0% to 3.5% of premium
based on the state in which the Contract is sold.
   
     VIP MONEY MARKET PORTFOLIO SUB-ACCOUNT YIELD.  From time to time,
advertisements and sales literature may quote the current annualized yield of
the Money Market Sub-Account for a seven-day period in a manner which does not
take into consideration any realized or unrealized gains  or losses on shares of
the VIP Money Market Portfolio or on its portfolio securities.
    
     The current annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the seven-day period in the value
of a hypothetical account under a Contract having a balance of one Accumulation 
Unit of the Money Market Sub-Account at the beginning of the period dividing
such net change in account value of the hypothetical account to determine the
base period return, and annualizing this quotient on a 365-day basis.  The net
change in account value reflects: 1) net income from the Portfolio attributable
to the hypothetical account; and 2) charges and deductions imposed under the
Contract which are attributable to the hypothetical account.  The charges and
deductions include the per unit charges for the hypothetical account for: 1) the
Annual Contract Charge; 2) Administration Charge; and 3) the Mortality and
Expense Risk Charges.  For purposes of calculating current yields for a
Contract, an average per unit administration fee is used based on the $30 Annual

<PAGE>

Contract Charge deducted at the end of each Contract Year.  Current Yield will
be calculated according to the following formula:

     Current Yield = ((NCS - ES)/UV) x (365/7)

     Where:
           
     NCS =     the net change in the value of the Portfolio (exclusive of
               realized gains or losses on the sale of securities and unrealized
               appreciation and depreciation) for the seven-day period
               attributable to a hypothetical account having a balance of 1 Sub-
               Account Accumulation Unit.
                    
     ES =      per unit expenses attributable to the hypothetical account
               for the seven-day period.
                    
     UV =      The Accumulation Unit value on the first day of the seven-
               day period.
                    
   
     The current yield of the sub-account for the seven day period ended
December 31, 1996 was 4.17%
    

     Effective Yield.  The effective yield of the Money Market Sub-Account
determined on a compounded basis for the same seven-day period may also be
quoted.

     The effective yield is calculated by compounding the unannualized base
period return according to the following formula:


                                             365/7
     Effective Yield = (1 + ((NCS - ES)/UV))       -1

     Where:

     NCS =     the net change in the value of the Portfolio (exclusive of
               realized gains and losses on the sale of securities and
               unrealized appreciation and depreciation) for the seven-day
               period attributable to a hypothetical account having a balance of
               1 Sub-Account unit.
                    
     ES =      per Accumulation Unit expenses attributable to the 
               hypothetical account for the seven-day period.
                         
     UV =      the Accumulation Unit value for the first day of the seven-day
               period.
                    
   
     The effective yield of the sub-account for the seven day period ended
December 31, 1996 was 4.26%.
    
   
     Because of the charges and deductions imposed under the Contracts, the
yield for the Money Market Sub-Account will be lower than the yield for the VIP
Money Market Portfolio.
    

<PAGE>

   
     The current and effective yields on amounts held in the Money Market Sub-
Account normally will fluctuate on a daily basis.  THEREFORE, THE DISCLOSED
YIELD FOR ANY GIVEN PAST PERIOD IS NOT AN INDICATION OR REPRESENTATION OF FUTURE
YIELDS OR RATES OF RETURN.  The Money Market Sub-Account's actual yield is
affected by changes in interest rates on money market securities, average
portfolio maturity of the VIP Money Market Portfolio, the types and quality of
portfolio securities held by VIP Money Market Portfolio and the VIP Money
Market Portfolio's operating expenses.  Yields on amounts held in the Money
Market Sub-Account may also be presented for periods other than a seven-day
period.
    
     OTHER SUB-ACCOUNT YIELDS.  From time to time, sales literature or
advertisements may quote the current annualized yield of one or more of the Sub-
Accounts (except the Money Market Sub-Account) for a Contract for 30-day or one-
month periods.  The annualized yield of a Sub-Account refers to income generated
by the Sub-Account over a specific 30-day or one-month period.  Because the
yield is annualized, the yield generated by a Sub-Account during a 30-day or
one-month period is assumed to be generated each period over a 12-month period.

     The yield is computed by: 1) dividing the net investment income of the Fund
attributable to the Sub-Account Accumulation Units less Sub-Account expenses for
the period; by 2) the maximum offering price per Accumulation Unit on the last
day of the period times the daily average number of units outstanding for the
period; by 3) compounding that yield for a six-month period; and by 4)
multiplying that result by 2.  Expenses attributable to the Sub-Account include
the Administration Charge and the Mortality and Expense Risk Charges.  The yield
calculation assumes an Annual Contract Charge of $30 per year per Contract
deducted at the end of each Contract Year.  For purposes of calculating the 30-
day or one-month yield, an average Annual Contract Charge per dollar of Contract
Value in the Variable Account is used to determine the amount of the charge
attributable to the Sub-Account for the 30-day or one-month period.  The 30-day
or one-month yield is calculated according to the following formula:


                                            6
     Yield =2 x [(((NI - ES)/(U x UV)) + 1)   - 1]

     Where:
                    
     NI =      net income of the Portfolio for the 30-day or one-month
               period attributable to the Sub-Account's Accumulation Units.
                    
     ES =      expenses of the Sub-Account for the 30-day or one-month period.
                    
     U =       the average number of Accumulation Units outstanding.
                    
     UV =      the Accumulation Unit value of the close (highest) of the
               last day in the 30-day or one-month period.

   
     The annualized yield for the Northstar Multi-Sector Bond Fund Sub-Account
for the month ended December 31, 1996 was 6.18%.
    

     Because of the charges and deductions imposed under the Contract, the yield
for the Sub-Account will be lower than the yield for the corresponding Fund.

<PAGE>

     The yield on the amounts held in the Sub-Accounts normally will fluctuate
over time.  THEREFORE, THE DISCLOSED YIELD FOR ANY GIVEN PAST PERIOD IS NOT AN
INDICATION OR REPRESENTATION OF FUTURE YIELDS OR RATES OF RETURN.  The Sub-
Account's actual yield is affected by the types and quality of portfolio
securities held by the Fund and its operating expenses.

     Yield calculations do not take into account the Withdrawal Charges under
the Contracts.  The Withdrawal Charge for Transfer Series Contracts is equal to
2% to 6% of Purchase Payments paid during the six years prior to the withdrawal
(including the year in which the withdrawal is made) on amounts withdrawn or
withdrawn under the Contract.  The Withdrawal Charge for Flex Series  Contracts
is equal to 1% to 8% of amounts withdrawn under the Contracts during the first
10 Contract Years.

     AVERAGE ANNUAL TOTAL RETURNS.  From time to time, sales literature or
advertisements may also quote average annual total returns for one or more of
the Sub-Accounts for various periods of time.

     Average annual total returns represent the average annual compounded rates
of return that would equate an initial investment of $1,000 under a Contract to
the redemption value of that investment as of the last day of each of the
periods.  The ending date for each period for which total return quotations are
provided will be for the most recent month-end practicable, considering the type
and media of the communication and will be stated in the communication.

     Average annual total returns will be calculated using Sub-Account
Accumulation Unit values which the Company calculates on each Valuation Date
based on the performance of the Sub-Account's underlying Fund, the deductions
for the Mortality and Expense Risk Charges, the Administration Charge, and the
Annual Contract Charge.  The calculation assumes that the Annual Contract Charge
is $30 per year per Contract deducted at the end of each Contract Year.  For
purposes of calculating average annual total return, an average per dollar
Annual Contract Charge attributable to the hypothetical account for the period
is used.  The calculation also assumes full withdrawal of the Contract at the
end of the period for the return quotation.  Total returns will therefore
reflect a deduction of the  Withdrawal Charge  in the case of the Transfer
Series Contracts, for any period less than six years and in the case of the Flex
Series Contracts, for any period less than 11 years.  The total return will then
be calculated according to the following formula:


                        1/N
     TR =      ((ERV/P)     ) - 1
           
     Where:
                    
     TR =      The average annual total return net of Sub-Account recurring
               charges.
                    
     ERV =     the ending redeemable value (net of any applicable surrender
               charge) of the hypothetical account at the end of the
               period.
                    
     P =       a hypothetical initial payment of $1,000.

     N =       the number of years in the period.

   
     Such average annual return information for the Sub-Accounts is as 
follows:
                                                                 For the Period
                                                                  Since Date of
                                      For the 1-year            inception of the
                                       period ended              Sub-Account to
          Sub-Account                    12/31/96                   12/31/96
          -----------                 --------------             ---------------
                                      ++T.S.    F.S.             T.S.       F.S.

Northstar Income and Growth Fund      6.32%    3.68%             8.60%     6.18%
(Sub-Account Inception: 10/20/95)

Northstar Multi-Sector Bond Fund      5.26%    2.69%             7.24%     4.92%
(Sub-Account Inception: 10/20/95)

Northstar Growth Fund                15.54%   12.24%            15.02%    12.18%
(Sub-Account Inception: 10/20/95)

VIP Growth Portfolio                  7.40%    4.68%             3.22%     1.17%
(Sub-Account Inception: 10/20/95)

VIP Equity-Income Portfolio           6.98%    4.29%            11.07%     8.49%
(Sub-Account Inception: 10/20/95)

VIP Overseas Portfolio                5.87%    3.26%             6.98%     4.68%
(Sub-Account Inception: 10/20/95)

VIP II Asset Manager Portfolio        7.29%    4.58%             9.32%     6.85%
(Sub-Account Inception:10/26/95)

VIP II Asset Manager: 
  Growth Portfolio                   12.64%    9.54%            12.68%     9.99%
  (Sub-Account Inception: 10/20/95)

VIP II Index 500 Portfolio           15.38%   12.08%            17.43%    14.42%
(Sub-Account Inception: 10/20/95)

VIP II Contrafund Portfolio          13.80%   10.62%            12.90%    10.20%
(Sub-Account Inception: 10/20/95)

Alger American Small
  Capitalization Portfolio           -2.95%   -4.93%            -5.94%    -7.36%
  (Sub-Account Inception: 10/20/95)

Alger American Growth Portfolio       6.07%    3.44%             4.02%     1.92%
(Sub-Account Inception: 10/20/95)

Alger American MidCap
  Growth Portfolio                    4.64%    2.12%            36.39%    32.12%
  (Sub-Account Inception: 10/20/95)

Alger American Leveraged
  AllCap Portfolio                    4.78%    2.24%             4.66%     2.52%
  (Sub-Account Inception: 10/20/95)

    

++key: T.S. = Transfer Series Contract; F.S. = Flex Series Contract. (See 
""Withdrawal Change (Contingent Deferred Sales Charge)'' on page 15 of the 
Prospectus.)

<PAGE>

     From time to time, sales literature or advertisements may quote average
annual total returns for periods prior to the date the Sub-Accounts commenced
operations.  Such performance information for the Sub-Accounts will be
calculated based on the performance of the Funds and the assumption that the
Sub-Accounts were in existence for the same periods as those indicated for the
Funds, with the level of Contract charges currently in effect.

     Such average annual total return information for the Sub-Accounts is as
follows:


   
<TABLE>
<CAPTION>


                                                        For the 1-year                For the 5-year     
                                                         period ended                  period ended      
          Sub-Account                                     12/31/96                     12/31/96       
          -----------                                     ---------                     ----------
                                                    ++T.S.         F.S.          T.S.           F.S.         
<S>                                               <C>            <C>            <C>             <C>            
Northstar Income and Growth Fund 
(Portfolio Inception:  5/6/94)                        6.32%         3.68%            N/A            N/A       

Northstar Multi-Sector Bond Fund
(Portfolio Inception:  5/6/94)                        5.26%         2.69%            N/A            N/A       

Northstar Growth Fund
(Portfolio Inception:  5/6/94)                       15.54%        12.24%            N/A            N/A       

VIP Growth Portfolio
(Portfolio Inception:  10/9/86)                       7.40%         4.68%          12.81%         12.00%      

VIP Equity-Income Portfolio
(Portfolio Inception:  10/9/86)                       6.98%         4.29%          15.62%         14.74%      

VIP Overseas Portfolio
(Portfolio Inception:  1/28/87)                       5.87%         3.26%           6.78%          6.15%       

VIP II Asset Manager Portfolio
(Portfolio Inception:  9/6/89)                        7.29%         4.58%           8.90%          8.20%      

VIP II Asset Manager: Growth Portfolio
(Portfolio Inception:  1/3/95)                       12.64%         9.54%            N/A            N/A       

VIP II Index 500 Portfolio
(Portfolio Inception:  8/27/92)                      15.38%        12.08%            N/A            N/A       

VIP II Contrafund Portfolio
(Portfolio Inception:  1/3/95)                       13.80%        10.62%            N/A            N/A       

Alger American Small Capitalization Portfolio
(Portfolio Inception:  9/21/88)                      -2.95%        -4.93%           8.66%          7.97%      

Alger American Growth Portfolio
(Portfolio Inception:  1/9/89)                        6.07%         3.44%          14.27%         13.43%      

Alger American MidCap Growth Portfolio
(Portfolio Inception:  5/3/93)                        4.64%         2.12%            N/A            N/A       

Alger American Leveraged AllCap Portfolio
(Portfolio Inception:  1/25/95)                       4.78%         2.24%            N/A            N/A       

<CAPTION>

                                                                                    For the period from  
                                                       For the 10-year              date of inception of   
                                                        period ended                   Portfolio to  
                                                          12/31/96                        12/31/96 
                                                          --------                        --------
                                                      T.S.        F.S.             T.S.           F.S. 
<S>                                                 <C>           <C>          <C>             <C> 
Northstar Income and Growth Fund                                                                                  
(Portfolio Inception:  5/6/94)                         N/A           N/A           10.35%          8.68%   

Northstar Multi-Sector Bond Fund                                                                                  
(Portfolio Inception:  5/6/94)                         N/A           N/A            7.43%          5.90%   

Northstar Growth Fund                                                                                            
(Portfolio Inception:  5/6/94)                         N/A           N/A           15.71%         13.78%   

VIP Growth Portfolio                                                                                             
(Portfolio Inception:  10/9/86)                        N/A           N/A           12.90%         12.90%   

VIP Equity-Income Portfolio                                                                                      
(Portfolio Inception:  10/9/86)                        N/A           N/A           11.54%         11.54%   

VIP Overseas Portfolio                                                                                           
(Portfolio Inception:  1/28/87)                        N/A           N/A            6.09%          6.00%   

VIP II Asset Manager Portfolio                                                                                   
(Portfolio Inception:  9/6/89)                         N/A           N/A            9.84%          9.43%   

VIP II Asset Manager: Growth Portfolio                                                                           
(Portfolio Inception:  1/3/95)                         N/A           N/A           17.27%         15.17%   

VIP II Index 500 Portfolio                                                                                      
(Portfolio Inception:  8/27/92)                        N/A           N/A           14.63%         13.69%   

VIP II Contrafund Portfolio                                                                                      
(Portfolio Inception:  1/3/95)                         N/A           N/A           25.94%         23.36%   

Alger American Small Capitalization Portfolio                                  
(Portfolio Inception:  9/21/88)                        N/A           N/A           18.21%         17.95%   

Alger American Growth Portfolio                                                                                   
(Portfolio Inception:  1/9/89)                         N/A           N/A           16.68%         16.28%   

Alger American MidCap Growth Portfolio                                                                            
(Portfolio Inception:  5/3/93)                         N/A           N/A           21.31%         19.89%   

Alger American Leveraged AllCap Portfolio                                                                         
(Portfolio Inception:  1/25/95)                        N/A           N/A             36.93%       33.73%   

</TABLE>
    


++ Key:   T.S. = Transfer Series Contract; F.S. = Flex Series Contract.  (See
"Withdrawal Charge (Contingent Deferred Sale Charge)" on page 15 of the
Prospectus.)

<PAGE>

     The Company may also disclose average annual total returns for the Funds
since their inception, including such disclosure for periods prior to the date
the Variable Account commenced operations.

     Such average annual total return information for the Funds is as follows:


   
<TABLE>
<CAPTION>

                                                                                                                For the period from
                                                     For the 1-year      For the 5-year     For the 10-year     date of inception of
                                                      period ended         period ended       period ended       Portfolio to     
          Portfolio                                    12/31/96             12/31/96           12/31/96             12/31/96     
          ---------                                    --------             --------           --------             ---------
<S>                                                   <C>                  <C>              <C>                    <C>
Northstar Income and Growth Fund
(Portfolio Inception:  5/6/94)                           13.61%                  N/A                N/A                  13.67%

Northstar Multi-Sector Bond Fund
(Portfolio Inception:  5/6/94)                           12.53%                  N/A                N/A                  10.76%

Northstar Growth Fund
(Portfolio Inception:  5/6/94)                           22.99%                  N/A                N/A                  19.01%

VIP Growth Portfolio
(Portfolio Inception:  10/9/86)                          14.71%                15.16%               N/A                  14.81%

VIP Equity-Income Portfolio
(Portfolio Inception:  10/9/86)                          14.28%                17.98%               N/A                  13.42%

VIP Overseas Portfolio
(Portfolio Inception:  1/28/87)                          13.15%                 9.15%               N/A                   7.89%

VIP II Asset Manager Portfolio
(Portfolio Inception:  9/6/89)                           14.60%                11.26%               N/A                  11.69%

VIP II Asset Manager: Growth Portfolio
(Portfolio Inception:  1/3/95)                           20.04%                  N/A                N/A                  21.58%

VIP II Index 500 Portfolio
(Portfolio Inception:  8/27/92)                          22.82%                  N/A                N/A                  17.10%

VIP II Contrafund Portfolio
Portfolio Inception:  1/3/95)                            21.22%                  N/A                N/A                  30.24%

Alger American Small Capitalization Portfolio
(Portfolio Inception:  9/21/88)                           4.18%                11.02%              N/A                   20.21%

Alger American Growth Portfolio
(Portfolio Inception:  1/9/89)                           13.35%                16.63%              N/A                   18.65%

Alger American MidCap Growth Portfolio
(Portfolio Inception:  5/3/93)                           11.90%                  N/A               N/A                   24.10%

Alger American Leveraged AllCap Portfolio
(Portfolio Inception:  1/25/95)                          12.04%                  N/A               N/A                   41.35%
</TABLE>
    

<PAGE>

     OTHER TOTAL RETURNS.  From time to time, sales literature or advertisements
may quote average annual total returns that do not reflect the  Withdrawal
Charge.  These returns are calculated in exactly the same way as average annual
total returns described above, except that the ending redeemable value of the
hypothetical account for the period is replaced with an ending value for the
period that does not take into account any charges on amounts withdrawn. 
Because the Withdrawal Charge will not be reflected in those quotations, there
is no differentiation between the Transfer Series Contracts and the Flex Series
Contracts.  Such information is as follows:

   
<TABLE>
<CAPTION>

                                                                           For the period from  
                                                   For the 1-year           date of inception of
                                                    period ended             Portfolio to       
          Sub-Account                                12/31/96                  12/31/96         
          -----------                                --------                  ---------
<S>                                                  <C>                    <C>

VIP Equity-Income Portfolio                              12.38%                      15.46%
(Sub-Account Inception: 10/20/95)

VIP Growth Portfolio                                     12.80%                       7.67%
(Sub-Account Inception: 10/20/95)

VIP Overseas Portfolio                                   11.27%                      11.40%
(Sub-Account Inception: 10/20/95)

VIP II Asset Manager Portfolio                           12.69%                      13.72%
(Sub-Account Inception: 10/20/95)

VIP II Asset Manager Growth Portfolio                    18.04%                      17.06%
(Sub-Account Inception: 10/20/95)

VIP II Contrafund Portfolio                              19.20%                      17.28%
(Sub-Account Inception: 10/20/95)

VIP II Index 600 Portfolio                               20.78%                      21.77%
(Sub-Account Inception: 10/20/95)

Northstar Income and Growth Fund                         11.72%                      13.01%
(Sub-Account Inception: 10/20/95)

Northstar Growth Fund                                    20.94%                      19.38%
(Sub-Account Inception: 10/20/95)

Northstar Multi-Sector Bond Fund                         10.66%                      11.66%
(Sub-Account Inception: 10/20/95)

Alger American Small Capitalization Portfolio             2.45%                      -1.41%
(Sub-Account Inception: 10/20/95)

Alger American Growth Portfolio                          11.47%                       8.46%
(Sub-Account Inception: 10/20/95)

Alger American MidCap Growth Portfolio                   10.04%                      40.60%
(Sub-Account Inception: 10/20/95)

Alger American Leveraged AllCap Portfolio                10.18%                       9.10%

</TABLE>
    

   
<TABLE>
<CAPTION>

                                                                                                              For the period from
                                                   For the 1-year      For the 5-year     For the 10-year     date of inception of
                                                    period ended        period ended       period ended           Portfolio to
          Sub-Account                                12/31/96            12/31/96           12/31/96                12/31/96
          -----------                                --------            --------           --------               ---------
<S>                                                <C>                 <C>                <C>                 <C>
Northstar Income and Growth Fund
(Portfolio Inception:  5/6/94)                        11.72%                  N/A               N/A                   11.78%

Northstar Multi-Sector Bond Fund
(Portfolio Inception:  5/6/94)                        10.66%                  N/A               N/A                    8.92%

Northstar Growth Fund
(Portfolio Inception:  5/6/94)                        20.94%                  N/A               N/A                   17.03%

VIP Growth Portfolio
(Portfolio Inception:  10/9/86)                       12.80%                13.25%              N/A                   12.90%

VIP Equity-Income Portfolio
(Portfolio Inception:  10/9/86)                       12.38%                16.02%              N/A                   11.54%

VIP Overseas Portfolio
(Portfolio Inception:  1/28/87)                       11.27%                 7.33%              N/A                    6.09%

VIP II Asset Manager Portfolio
(Portfolio Inception:  9/6/89)                        12.69%                 9.41%              N/A                    9.84%

VIP II Asset Manager: Growth Portfolio
(Portfolio Inception:  1/3/95)                        18.04%                  N/A               N/A                   19.56%

VIP II Index 500 Portfolio
(Portfolio Inception:  8/27/92)                       20.78%                  N/A               N/A                   15.15%

VIP II Contrafund Portfolio
(Portfolio Inception:  1/3/95)                        19.20%                  N/A               N/A                   28.07%

Alger American Small Capitalization Portfolio
(Portfolio Inception:  9/21/88)                        2.45%                 9.17%              N/A                   18.21%

Alger American Growth Portfolio
(Portfolio Inception:  1/9/89)                        11.47%                14.69%              N/A                   16.68%

Alger American MidCap Growth Portfolio
(Portfolio Inception:  5/3/93)                        10.04%                  N/A               N/A                   22.04%

Alger American Leveraged AllCap Portfolio
(Portfolio Inception:  1/25/95)                       10.18%                  N/A               N/A                   38.99%
</TABLE>
    

<PAGE>

     The Company may disclose Cumulative Total Returns in conjunction with the
standard formats described above.  The Cumulative Total Returns will be
calculated using the following formula:

          CTR =          ERV/P - 1

          Where:
                    
          CTR =          the Cumulative Total Return net of Sub-Account
                         recurring charges for the period.
                    
          ERV =          the ending redeemable value of the hypothetical
                         investment at the end of the period.
                    
          P =            a hypothetical single payment of $1,000.
                    
     EFFECT OF THE ANNUAL CONTRACT CHARGE ON PERFORMANCE DATA.  The Contract
provides for a $30 Annual Contract Charge to be deducted annually at the end of
each Contract Year, from the Sub-Accounts and the Fixed Accounts based on the
proportion that the value of each such account bears to the total Contract
Value.  For purposes of reflecting the Annual Contract Charge in yield and total
return quotations, the annual charge is converted into a per-dollar of per-day
charge based on the Annual Contract Charges collected from the average total
assets of the Variable Account and the Fixed Accounts during the calendar year.

                                COMPANY HOLIDAYS
   
The Company is closed on the following holidays:  New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.  Holidays that
fall on a Saturday will be recognized on the previous Friday. Holidays that 
fall on a Sunday will be recognized on the following Monday.


                              FINANCIAL STATEMENTS

The Statement of Additional Information contains Financial Statements for the 
Variable Account as of December 31, 1996 and for the period from October 20, 
1995 (the date on which the Variable Account commenced operations) to 
December 31, 1995. Deloitte & Touche LLP serves as independent auditors for 
the Variable Account. Although the financial statements are audited, the 
period they cover is not necessarily indicative of the longer term 
performance of the assets held in the Variable Account.

The financial statements of the Company, which are included in this Statement 
of Additional Information should be considered only as bearing on the ability 
of the Company to meet its obligations under the Contracts.  They should not 
be considered as bearing on the investment performance of the assets held in 
the Variable Account.

The financial statements for the Company for the years ended December 31, 
1996 and 1995 have been prepared on the basis of statutory accounting 
principles ("STAT") rather than generally accepted accounting principles 
("GAAP").
    

<PAGE>
   
                             INDEPENDENT AUDITORS' REPORT


Board of Directors
Northern Life Insurance
Company and Contract Owners of
Separate Account One:



    We have audited the accompanying statement of assets and liabilities of
Northern Life Separate Account One as of December 31, 1996 and the related
combined statements of operations and changes in Contract Owners' equity for the
year ended December 31, 1996 and the period from October 20, 1995 to December
31, 1995.  These financial statements are the responsibility of the management
of Northern 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 amount and disclosures in the financial statements.  Our
procedures include confirmation of the securities owned as of December 31, 1996,
by correspondence with the Account custodians.  An Audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audit provides 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 Northern Life Separate
Account One as of December 31, 1996, and the results of its operations and
changes in Contract Owners' equity for the year ended December 31, 1996 and the
period from October 20, 1995 to December 31, 1995, in conformity with generally
accepted accounting principles.




Deloitte & Touche LLP



Minneapolis, Minnesota
February 7, 1997
    
<PAGE>
   
                                SEPARATE ACCOUNT ONE 
                         STATEMENT OF ASSETS AND LIABILITIES

                                  December 31, 1996
                      (In Thousands, Except Share and Unit Data)


<TABLE>
<CAPTION>
                                                                     NORTHSTAR      NORTHSTAR      NORTHSTAR     FIDELITY VIPF
ASSETS:                                                             INCOME AND    MULTI-SECTOR       GROWTH       MONEY MARKET
- -------                                                             GROWTH FUND     BOND FUND         FUND         PORTFOLIO
Investments in mutual funds at market value:                       -------------  -------------  --------------  -------------
<S>                                                                <C>            <C>            <C>             <C>

NORTHSTAR'S:
   Income and Growth Fund
      61,948 shares (cost $733)                                        $726
   Multi-Sector Bond Fund
      115,051 shares (cost $606)                                                      $604
   Growth Fund
      277,320 shares (cost $3,835)                                                                      $3,905

FIDELITY'S VIPF AND VIPF II:
   Money Market Portfolio
      1,099,035 shares (cost $1,099)                                                                                   $1,099
   Growth Portfolio
      75,095 shares (cost $2,255)
   Equity-Income Portfolio
      212,728 shares (cost $4,227)
   Overseas Portfolio
      65,366 shares ($1,170)
   Asset Manager Portfolio
      44,853 shares (cost $713)
   Asset Manager: Growth Portfolio
      54,702 shares (cost $697)
   Index 500 Portfolio
      33,393 shares ($2,760)
   Contrafund Portfolio
      233,794 shares (cost $3,573)

ALGER AMERICAN FUND:
   Small Capitalization Portfolio
      64,686 shares (cost $2,649)
   Growth Portfolio
      53,112 shares (cost $1,732)
   MidCap Growth Portfolio
      116,201 shares (cost $2,409)
   Leveraged AllCap Portfolio
      76,447 shares (cost $1,442)
                                                               ------------    -----------        ------------   ------------
    Total Assets                                                       $726           $604              $3,905         $1,099
                                                               ------------    -----------        ------------   ------------
                                                               ------------    -----------        ------------   ------------

LIABILITIES AND CONTRACT OWNERS' EQUITY:
- ----------------------------------------
Due to Northern Life Insurance Co. for contract charges                  $1             $1                  $4             $1
Contract Owners' Equity                                                 725            603               3,901          1,098
                                                               ------------    -----------        ------------   ------------
 Total Liabilities and Contract Owners' Equity                         $726           $604              $3,905         $1,099
                                                               ------------    -----------        ------------   ------------
                                                               ------------    -----------        ------------   ------------
Units Outstanding:                                               62,237.333     52,791.181         318,137.812    104,844.463

Net Asset Value per Unit
 Northern Advantage Variable Annuity                            $11.651860     $11.437367          $12.260050     $10.471216
</TABLE>
     The accompanying notes are an integral part of the financial statements.
    
<PAGE>
   
                  STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
<TABLE>
<CAPTION>
                                           FIDELITY VIPF  FIDELITY VIPF  FIDELITY VIPF  FIDELITY VIPF II  FIDELITY VIPF II 
ASSETS:                                       GROWTH      EQUITY-INCOME    OVERSEAS      ASSET MANAGER     ASSET MANAGER:  
- -------                                     PORTFOLIO       PORTFOLIO      PORTFOLIO       PORTFOLIO      GROWTH PORTFOLIO 
                                           -------------  -------------  -------------  ----------------  ---------------- 
<S>                                        <C>            <C>            <C>            <C>               <C>              
NORTHSTAR'S:
   Income and Growth Fund
      61,948 shares (cost $733)
   Multi-Sector Bond Fund
      115,051 shares (cost $606)
   Growth Fund
      277,320 shares (cost $3,835)

FIDELITY'S VIPF AND VIPF II:
   Money Market Portfolio
      1,099,035 shares (cost $1,099)                   
   Growth Portfolio                                    
      75,095 shares (cost $2,255)                $2,338                                 
   Equity-Income Portfolio
      212,728 shares (cost $4,227)                             $4,474
   Overseas Portfolio
      65,366 shares ($1,170)                                                  $1,232
   Asset Manager Portfolio
      44,853 shares (cost $713)                                                                 $759
   Asset Manager: Growth Portfolio
      54,702 shares (cost $697)                                                                                 $717
   Index 500 Portfolio
      33,393 shares ($2,760)                                                                                               
   Contrafund Portfolio
      233,794 shares (cost $3,573)                                                                                         

ALGER AMERICAN FUND:
   Small Capitalization Portfolio
      64,686 shares (cost $2,649)
   Growth Portfolio
      53,112 shares (cost $1,732)
   MidCap Growth Portfolio
      116,201 shares (cost $2,409)
   Leveraged AllCap Portfolio
      76,447 shares (cost $1,442)
                                           ------------   -----------   ------------     -----------     -----------       
    Total Assets                                 $2,338        $4,474         $1,232            $759            $717       
                                           ------------   -----------   ------------     -----------     -----------       
                                           ------------   -----------   ------------     -----------     -----------       

LIABILITIES AND CONTRACT OWNERS' EQUITY:
- ----------------------------------------
Due to Northern Life Insurance Co. for
 contract charges                                    $2            $5             $1              $1              $1       
Contract Owners' Equity                           2,336         4,469          1,231             758             716       
                                           ------------   -----------   ------------     -----------     -----------       
 Total Liabilities and Contract
  Owners' Equity                                 $2,338        $4,474         $1,232            $759            $717       
                                           ------------   -----------   ------------     -----------     -----------       
                                           ------------   -----------   ------------     -----------     -----------       
Units Outstanding:                          210,258.492   370,036.342    106,840.466      64,182.784      58,201.338       

Net Asset Value per Unit
 Northern Advantage Variable Annuity         $11.110374    $12.076424     $11.513477      $11.818133      $12.298185       

<CAPTION>

                                          FIDELITY VIPF II  FIDELITY VIPF II
ASSETS:                                      INDEX 500         CONTRAFUND   
- -------                                      PORTFOLIO         PORTFOLIO    
                                          ----------------  ----------------
<S>                                       <C>               <C>             
NORTHSTAR'S:                                                                
   Income and Growth Fund                                                   
      61,948 shares (cost $733)                                             
   Multi-Sector Bond Fund                                                   
      115,051 shares (cost $606)                                            
   Growth Fund                                                              
      277,320 shares (cost $3,835)                                          
                                                                            
FIDELITY'S VIPF AND VIPF II:                                                
   Money Market Portfolio                                                   
      1,099,035 shares (cost $1,099)                                        
   Growth Portfolio                                                         
      75,095 shares (cost $2,255)                                           
   Equity-Income Portfolio                                                  
      212,728 shares (cost $4,227)                                          
   Overseas Portfolio                                                       
      65,366 shares ($1,170)                                                
   Asset Manager Portfolio                                                  
      44,853 shares (cost $713)                                             
   Asset Manager: Growth Portfolio                                          
      54,702 shares (cost $697)                                             
   Index 500 Portfolio                                                      
      33,393 shares ($2,760)                   $2,976                       
   Contrafund Portfolio                                                     
      233,794 shares (cost $3,573)                                $3,872    
                                                                            
ALGER AMERICAN FUND:                                                        
   Small Capitalization Portfolio                                           
      64,686 shares (cost $2,649)                                           
   Growth Portfolio                                                         
      53,112 shares (cost $1,732)                                           
   MidCap Growth Portfolio                                                  
      116,201 shares (cost $2,409)                                          
   Leveraged AllCap Portfolio                                               
      76,447 shares (cost $1,442)                                           
                                         ------------       ------------    
    Total Assets                               $2,976             $3,872    
                                         ------------       ------------    
                                         ------------       ------------    
                                                                            
LIABILITIES AND CONTRACT OWNERS' EQUITY:                                    
- ----------------------------------------                                    
Due to Northern Life Insurance Co. for                                      
 contract charges                                  $3                 $4    
Contract Owners' Equity                         2,973              3,868    
                                         ------------       ------------    
 Total Liabilities and Contract                                             
  Owners' Equity                               $2,976             $3,872    
                                         ------------       ------------    
                                         ------------       ------------    
Units Outstanding:                        231,904.126        314,102.807    
                                                                            
Net Asset Value per Unit                                                    
 Northern Advantage Variable Annuity       $12.820118         $12.311895
</TABLE>


   The accompanying notes are an integral part of the financial statements.
    
<PAGE>
   
                              SEPARATE ACCOUNT ONE 
                  STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                December 31, 1996
                    (In Thousands, Except Share and Unit Data)

<TABLE>
<CAPTION>
                                                 ALGER AMERICAN    ALGER AMERICAN  ALGER AMERICAN  ALGER AMERICAN
ASSETS:                                       SMALL CAPITALIZATION     GROWTH      MIDCAP GROWTH     LEVERAGED
- -------                                             PORTFOLIO        PORTFOLIO       PORTFOLIO    ALLCAP PORTFOLIO       TOTAL
Investments in mutual funds at market value:  -------------------- --------------  -------------- ----------------  ----------------
<S>                                           <C>                  <C>             <C>            <C>               <C>
NORTHSTAR'S:
   Income and Growth Fund
      61,948 shares (cost $733)                                                                                            $726
   Multi-Sector Bond Fund
      115,051 shares (cost $606)                                                                                            604
   Growth Fund
      277,320 shares (cost $3,835)                                                                                        3,905

FIDELITY'S VIPF AND VIPF II:
   Money Market Portfolio
      1,099,035 shares (cost $1,099)                                                                                      1,099
   Growth Portfolio
      75,095 shares (cost $2,255)                                                                                         2,338
   Equity-Income Portfolio
      212,728 shares (cost $4,227)                                                                                        4,474
   Overseas Portfolio
      65,366 shares ($1,170)                                                                                              1,232
   Asset Manager Portfolio
      44,853 shares (cost $713)                                                                                             759
   Asset Manager: Growth Portfolio
      54,702 shares (cost $697)                                                                                             717
   Index 500 Portfolio
      33,393 shares ($2,760)                                                                                              2,976
   Contrafund Portfolio
      233,794 shares (cost $3,573)                                                                                        3,872

ALGER AMERICAN FUND:
   Small Capitalization Portfolio
      64,686 shares (cost $2,649)                     $2,646                                                              2,646
   Growth Portfolio
      53,112 shares (cost $1,732)                                     $1,823                                              1,823
   MidCap Growth Portfolio
      116,201 shares (cost $2,409)                                                   $2,481                               2,481
   Leveraged AllCap Portfolio
      76,447 shares (cost $1,442)                                                                       $1,480            1,480
                                                 -----------     -----------    -----------        -----------    -------------
    Total Assets                                      $2,646          $1,823         $2,481             $1,480          $31,132
                                                 -----------     -----------    -----------        -----------    -------------
                                                 -----------     -----------    -----------        -----------    -------------
LIABILITIES AND CONTRACT OWNERS' EQUITY:
- ----------------------------------------
Due to Northern Life Insurance Co. for contract
 charges                                                  $3              $2             $3                 $2              $34
Contract Owners' Equity                                2,643           1,821          2,478              1,478           31,098
                                                 -----------     -----------    -----------        -----------    -------------
 Total Liabilities and Contract Owners' Equity        $2,646          $1,823         $2,481             $1,480          $31,132
                                                 -----------     -----------    -----------        -----------    -------------
                                                 -----------     -----------    -----------        -----------    -------------
Units Outstanding:                               261,902.389     162,852.097    227,029.231        130,393.355    2,675,715.216

Net Asset Value per Unit
 Northern Advantage Variable Annuity              $10.092908      $11.184155     $10.915641         $11.338130
</TABLE>


     The accompanying notes are an integral part of the financial statements.
    
<PAGE>
   
                                 SEPARATE ACCOUNT ONE
                             STATEMENT OF OPERATIONS AND
                          CHANGES IN CONTRACT OWNERS' EQUITY
                                    (In Thousands)


                                                 Year ended      Period from  
                                                December 31,  Oct. 20, 1995 to
                                                    1996        Dec. 31, 1995
                                                ------------  ----------------

Net investment income:
   Reinvested dividend income. . . . . . . . .           $67              $1
   Reinvested capital gains. . . . . . . . . .           122               4
   Administrative expenses . . . . . . . . . .          (146)              -

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

      Net investment income
          and capital gains. . . . . . . . . .            43               5

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

Realized and unrealized gains:
   Net realized gains on
      redemptions of fund shares . . . . . . .            70               -
   Increase in unrealized
      appreciation of investments. . . . . . .         1,220              12

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

      Net realized and unrealized gains. . . .         1,290              12

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

        Net additions from operations. . . . .         1,333              17

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

Contract Owners' transactions:
   Net purchase payments . . . . . . . . . . .        27,327             550
   Surrenders. . . . . . . . . . . . . . . . .           (94)              -
   Policy loans. . . . . . . . . . . . . . . .           (87)              -
   Transfers between Sub-Accounts
      and Fixed Account. . . . . . . . . . . .         2,053               -

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

      Net additions for Contract
          Owners' transactions . . . . . . . .        29,199             550

                                                 -----------     -----------
              Net additions for the year . . .        30,532             567


Contract Owners' Equity, beginning of the year           566               -

                                                 -----------     -----------
Contract Owners' Equity, end of the year . . .       $31,098            $567

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


     The accompanying notes are an integral part of the financial statements.
    
<PAGE>
   
                                 SEPARATE ACCOUNT ONE
                            NOTES TO FINANCIAL STATEMENTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
   ORGANIZATION AND CONTRACTS:
   Separate Account One (the "Account") is a separate account of Northern Life
   Insurance Company ("Northern Life"), an indirect, wholly-owned subsidiary of
   ReliaStar Financial Corp. (formerly the NWNL Companies, Inc.).  The Account
   commenced operations on October 20, 1995 and is registered as a unit
   investment trust under the Investment Company Act of 1940.

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

<TABLE>
<CAPTION>
   Alger American Fund              Fidelity's VIPF and VIPF II       Northstar Funds
   -------------------              ---------------------------       ---------------
   <S>                              <C>                               <C>
   Small Capitalization Portfolio   Money Market Portfolio            Income and Growth Fund
   Growth Portfolio                 Equity-Income Portfolio           Growth Fund
   MidCap Growth Portfolio          Growth Portfolio                  Multi-Sector Bond Fund
   Leveraged AllCap Portfolio       Overseas Portfolio
                                    Asset Manager Portfolio
                                    Asset Manager: Growth Portfolio
                                    Index 500 Portfolio
                                    Contrafund Portfolio
</TABLE>

   Fred Alger Management, Inc. is the investment adviser for the four portfolios
   of The Alger American Fund and is paid fees for its services by the Alger
   American Fund Portfolios.  Fidelity Management & Research Company is the
   investment advisor for Fidelity's Variable Insurance Products Fund (VIPF)
   and Variable Insurance Products Fund II (VIPF II) and is paid for its
   services by the VIPF and VIPF II Portfolios.  Northstar Investment
   Management Corporation, an affiliate of Northern Life, is the investment
   adviser for the three Northstar Funds and is paid for its services by the
   Northstar Funds.

   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 period. 
   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.

   VARIABLE ANNUITY RESERVES:
   The amount of the reserves for contracts in the distribution period is
   determined by actuarial assumptions which meet statutory requirements. 
   Gains or losses resulting from actual mortality experience, the full
   responsibility for which is assumed by Northern Life, are offset by
   transfers to, or from Northern Life.

2. FEDERAL INCOME TAXES:
   Under current tax law, the income, gains and losses from the separate
   account investments are not taxable to either the Account or Northern Life.

3. CONTRACT CHARGES:
   No deduction is made for a sales charge from the purchase payments made for
   the contracts.  However, on certain surrenders, Northern Life will deduct
   from the contract value a surrender charge as set forth in the contract.

   Certain charges are made by Northern Life to Contract Owners' Variable
   Account Contract Value in accordance with the terms of the Contracts.  These
   charges may include: an annual contract charge of $30 from each contract on
   the anniversary date or at the time of surrender, if surrender is at a time
   other than the anniversary date; a daily administrative charge; and a daily
   charge for mortality and expense risk assumed by Northern Life.

   Various states and other governmental units levy a premium tax on annuity
   contracts issued by insurance companies.  If the owner of a contract lives
   in a state which levies such a tax, Northern Life may deduct the amount of
   the tax from the purchase payments received or the Contract Value
   immediately before it is applied to an Annuity Payout.
    
<PAGE>
   
                                 SEPARATE ACCOUNT ONE
                       NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. INVESTMENTS:
   The net realized gains on redemptions of fund shares for the year ended
   December 31, 1996, and the period from October 20, 1995 (date operations
   commenced) to December 31, 1995, were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                      NORTHSTAR'S                  NORTHSTAR'S
                                                                      INCOME AND                   MULTI-SECTOR
                                           TOTAL                      GROWTH FUND                    BOND FUND
                                ---------------------------   ---------------------------   ---------------------------
                                Year ended   Period from      Year ended   Period from      Year ended   Period from   
                                 Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995  
                                   1996    to Dec. 31, 1995      1996    to Dec. 31, 1995      1996    to Dec. 31, 1995
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
<S>                             <C>        <C>                <C>        <C>                <C>        <C>             
Proceeds from redemptions. . .      $1,998               $-          $52               $-          $95               $-
Cost . . . . . . . . . . . . .       1,928                -           49                -           93                -
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
Net realized gains on
  redemptions of fund shares .         $70               $-           $3               $-           $2               $-
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
                                ---------- ----------------   ---------- ----------------   ---------- ----------------

<CAPTION>
                                       FIDELITY'S VIPF               FIDELITY'S VIPF             FIDELITY'S VIPF II
                                        EQUITY-INCOME                   OVERSEAS                   ASSET MANAGER
                                          PORTFOLIO                    PORTFOLIO                     PORTFOLIO
                                ---------------------------   ---------------------------   ---------------------------
                                Year ended   Period from      Year ended   Period from      Year ended   Period from   
                                 Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995  
                                   1996    to Dec. 31, 1995      1996    to Dec. 31, 1995      1996    to Dec. 31, 1995
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
<S>                             <C>        <C>                <C>        <C>                <C>        <C>             
Proceeds from redemptions. . .        $149               $-          $62               $-         $109               $-
Cost . . . . . . . . . . . . .         145                -           60                -          105                -
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
Net realized gains on
  redemptions of fund shares .          $4               $-           $2               $-           $4               $-
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
                                ---------- ----------------   ---------- ----------------   ---------- ----------------

<CAPTION>
                                       ALGER AMERICAN                ALGER AMERICAN                ALGER AMERICAN
                                    SMALL CAPITALIZATION                GROWTH                     MIDCAP GROWTH
                                          PORTFOLIO                    PORTFOLIO                     PORTFOLIO
                                ---------------------------   ---------------------------   ---------------------------
                                Year ended   Period from      Year ended   Period from      Year ended   Period from   
                                 Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995  
                                   1996    to Dec. 31, 1995      1996    to Dec. 31, 1995      1996    to Dec. 31, 1995
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
<S>                             <C>        <C>                <C>        <C>                <C>        <C>             
Proceeds from redemptions. . .        $308               $-         $248               $-          $51               $-
Cost . . . . . . . . . . . . .         297                -          240                -           48                -
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
Net realized gains on
  redemptions of fund shares .         $11               $-           $8               $-           $3               $-
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
</TABLE>
    
<PAGE>
   
                                SEPARATE ACCOUNT ONE
                     NOTES TO FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
                                         NORTHSTAR'S                 FIDELITY'S VIPF               FIDELITY'S VIPF
                                           GROWTH                     MONEY MARKET                     GROWTH
                                            FUND                       PORTFOLIO                      PORTFOLIO
                                ---------------------------   ---------------------------   ---------------------------
                                Year ended   Period from      Year ended   Period from      Year ended   Period from   
                                 Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995  
                                   1996    to Dec. 31, 1995      1996    to Dec. 31, 1995      1996    to Dec. 31, 1995
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
<S>                             <C>        <C>                <C>        <C>                <C>        <C>             
Proceeds from redemptions. . .        $283               $-         $206               $-          $90               $-
Cost . . . . . . . . . . . . .         272                -          206                -           88                -
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
Net realized gains on
  redemptions of fund shares .         $11               $-           $-               $-           $2               $-
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
                                ---------- ----------------   ---------- ----------------   ---------- ----------------

<CAPTION>
                                      FIDELITY'S VIPF II           FIDELITY'S VIPF II            FIDELITY'S VIPF II
                                        ASSET MANAGER:                 INDEX 500                     CONTRAFUND
                                       GROWTH PORTFOLIO                PORTFOLIO                     PORTFOLIO
                                ---------------------------   ---------------------------   ---------------------------
                                Year ended   Period from      Year ended   Period from      Year ended   Period from   
                                 Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995      Dec. 31,   Oct. 20, 1995  
                                   1996    to Dec. 31, 1995      1996    to Dec. 31, 1995      1996    to Dec. 31, 1995
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
<S>                             <C>        <C>                <C>        <C>                <C>        <C>             
Proceeds from redemptions. . .         $30               $-         $138               $-         $110               $-
Cost . . . . . . . . . . . . .          27                -          134                -          100                -
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
Net realized gains on
  redemptions of fund shares .          $3               $-           $4               $-          $10               $-
                                ---------- ----------------   ---------- ----------------   ---------- ----------------
                                ---------- ----------------   ---------- ----------------   ---------- ----------------

<CAPTION>
                                       ALGER AMERICAN         
                                      LEVERAGED ALLCAP      
                                         PORTFOLIO           
                                ---------------------------
                                Year ended   Period from   
                                 Dec. 31,   Oct. 20, 1995  
                                   1996    to Dec. 31, 1995
                                ---------- ----------------
<S>                             <C>        <C>             
Proceeds from redemptions. . .         $67               $-
Cost . . . . . . . . . . . . .          64                -
                                ---------- ----------------
Net realized gains on
  redemptions of fund shares .          $3               $-
                                ---------- ----------------
                                ---------- ----------------
</TABLE>
    
<PAGE>
   
                                 SEPARATE ACCOUNT ONE
                       NOTES TO FINANCIAL STATEMENTS, CONTINUED

4.  CONTRACT OWNERS' TRANSACTIONS:
    Unit transactions in each Sub-Account for the year ended December 31, 1996
    and the period from October 20, 1995 (date operations commenced) to
    December 31, 1995, were as follows:

<TABLE>
<CAPTION>
                                                                          NORTHSTAR'S                   NORTHSTAR'S
                                                                          INCOME AND                    MULTI-SECTOR
                                             TOTAL                        GROWTH FUND                     BOND FUND
                               -------------------------------  -----------------------------  -----------------------------
                                 Year ended     Period from      Year ended    Period from      Year ended    Period from   
                                  Dec. 31,     Oct. 20, 1995      Dec. 31,    Oct. 20, 1995      Dec. 31,    Oct. 20, 1995,  
                                    1996      to Dec. 31, 1995      1996     to Dec. 31, 1995      1996     to Dec. 31, 1995
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
<S>                            <C>            <C>               <C>          <C>               <C>          <C>             
Units outstanding,
  beginning of the year. . . .    55,709.004                 -    2,292.052                 -   1,937.476                 -
Units purchased. . . . . . . . 2,494,947.871        55,795.772   47,182.364         2,304.328  53,616,245         1,949.911
Units redeemed . . . . . . . .   (12,394.481)          (86.768)           -           (12.276)    (26.734)          (12.435)
Units transferred between
  Sub-Accounts and/or
  Fixed Account. . . . . . . .   137,452.822                 -   12,762.917                 -  (2,734.806)                -
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
Units outstanding, end of the
  year . . . . . . . . . . . . 2,675,715.216        55,709.004   62,237.333         2,292.052   52,792.181         1,937.476
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
                               -------------  ----------------  -----------  ----------------  -----------  ----------------

<CAPTION>
                                        FIDELITY'S VIPF                 FIDELITY'S VIPF               FIDELITY'S VIPF II
                                    EQUITY INCOME PORTFOLIO            OVERSEAS PORTFOLIO          ASSET MANAGER PORTFOLIO
                               -------------------------------  -----------------------------  -----------------------------
                                 Year ended     Period from      Year ended    Period from      Year ended    Period from   
                                  Dec. 31,     Oct. 20, 1995      Dec. 31,    Oct. 20, 1995      Dec. 31,    Oct. 20, 1995,  
                                    1996      to Dec. 31, 1995      1996     to Dec. 31, 1995      1996     to Dec. 31, 1995
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
<S>                             <C>           <C>               <C>          <C>               <C>          <C>             
Units outstanding,
  beginning of the year. . . .     3,922.397                 -    1,765.385                 -    1,959.639                 -
Units purchased. . . . . . . .   310,038.397         3,934.538  108,755.881         1,767.901   59,932.805         1,972.128
Units redeemed . . . . . . . .      (727.820)          (12.141)    (106.480)           (2.516)     (87.797)          (12.489)
Units transferred between
  Sub-Accounts and/or
  Fixed Account. . . . . . . .    56,803.368                 -   (3,574.320)                -    2,378.137                 -
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
Units outstanding, end of the
  year . . . . . . . . . . . .   370,036.342         3,922.397  106,840.466         1,765.385   64,182.784         1,959.639
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
                               -------------  ----------------  -----------  ----------------  -----------  ----------------

<CAPTION>
                                      ALGER AMERICAN SMALL              ALGER AMERICAN                 ALGER AMERICAN
                                    CAPITALIZATION PORTFOLIO           GROWTH PORTFOLIO            MIDCAP GROWTH PORTFOLIO
                               -------------------------------  -----------------------------  -----------------------------
                                 Year ended     Period from      Year ended    Period from      Year ended    Period from   
                                  Dec. 31,     Oct. 20, 1995      Dec. 31,    Oct. 20, 1995      Dec. 31,    Oct. 20, 1995,  
                                    1996      to Dec. 31, 1995      1996     to Dec. 31, 1995      1996     to Dec. 31, 1995
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
<S>                             <C>           <C>               <C>          <C>               <C>          <C>             
Units outstanding,
  beginning of the year. . . .     9,498.434                 -    7,530.562                 -    2,208.390                 -
Units purchased. . . . . . . .   261,796.643         9,504.716  165,135.641         7,350.562  194,904.338         2,212.160
Units redeemed . . . . . . . .    (1,831.359)           (6.282)  (1,018.026)                -     (622.342)           (3.770)
Units transferred between
  Sub-Accounts and/or
  Fixed Account. . . . . . . .    (7,561.329)                -   (8,796.080)                -  (30,538.845)                -
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
Units outstanding, end of the
  year . . . . . . . . . . . .   261,902.389         9,498.434  162,852.097         7,530.562  227,029.231         2,208.390
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
</TABLE>
    
<PAGE>
   
                               SEPARATE ACCOUNT ONE
                     NOTES TO FINANCIAL STATEMENTS, CONTINUED

<TABLE>
<CAPTION>
                                         NORTHSTAR'S                    FIDELITY'S VIPF               FIDELITY'S VIPF
                                         GROWTH FUND                 MONEY MARKET PORTFOLIO           GROWTH PORTFOLIO
                               -------------------------------  -----------------------------  -----------------------------
                                 Year ended     Period from      Year ended    Period from      Year ended    Period from   
                                  Dec. 31,     Oct. 20, 1995      Dec. 31,    Oct. 20, 1995      Dec. 31,    Oct. 20, 1995  
                                    1996      to Dec. 31, 1995      1996     to Dec. 31, 1995      1996     to Dec. 31, 1995
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
<S>                             <C>           <C>               <C>          <C>               <C>          <C>             
Units outstanding,
  beginning of the year. . . .     1,068.330                 -            -                 -    5,111.723                 -
Units purchased. . . . . . . .   311,051.414         1,072.056  119,347.280                 -  189,045.320         5,111.723
Units redeemed . . . . . . . .    (1,754.714)           (3.726)  (2,153.819)                -   (1,648.307)                -
Units transferred between
  Sub-Accounts and/or
  Fixed Account. . . . . . . .     7,772.782                 -  (12,348.998)                -   17,749.756                 -
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
Units outstanding, end of the
  year . . . . . . . . . . . .   318,137.812         1,068.330  104,844.463                 -  210,258.492         5,111.723
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
                               -------------  ----------------  -----------  ----------------  -----------  ----------------

<CAPTION>
                                      FIDELITY'S VIPF II            FIDELITY'S VIPF II             FIDELITY'S VIPF II
                                        ASSET MANAGER:                  INDEX 500                      CONTRAFUND
                                       GROWTH PORTFOLIO                 PORTFOLIO                      PORTFOLIO
                               -------------------------------  -----------------------------  -----------------------------
                                 Year ended     Period from      Year ended    Period from      Year ended    Period from   
                                  Dec. 31,     Oct. 20, 1995      Dec. 31,    Oct. 20, 1995      Dec. 31,    Oct. 20, 1995  
                                    1996      to Dec. 31, 1995      1996     to Dec. 31, 1995      1996     to Dec. 31, 1995
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
<S>                             <C>           <C>               <C>          <C>               <C>          <C>             
Units outstanding,
  beginning of the year. . . .     6,432.006                 -      702.335                 -    7,416.671                 -
Units purchased. . . . . . . .    52,849.666         6,444.530  222,299.511           707.189  271,007.709         7,416.671
Units redeemed . . . . . . . .             -           (12.524)    (257.679)           (4.854)    (851.926)                -
Units transferred between
  Sub-Accounts and/or
  Fixed Account. . . . . . . .    (1,080.334)                -    9,159.959                 -   36,530.353                 -
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
Units outstanding, end of the
  year . . . . . . . . . . . .    58,201.338         6,432.006  231,904.126           702.335  314,102.807         7,416.671
                               -------------  ----------------  -----------  ----------------  -----------  ----------------
                               -------------  ----------------  -----------  ----------------  -----------  ----------------

<CAPTION>
                                        ALGER AMERICAN    
                                  LEVERAGED ALLCAP PORTFOLIO  
                               ------------------------------
                                 Year ended     Period from   
                                  Dec. 31,     Oct. 20, 1995  
                                    1996      to Dec. 31, 1995
                               -------------  ----------------
<S>                             <C>           <C>             
Units outstanding,
  beginning of the year. . . .     3,863.604                 -
Units purchased. . . . . . . .   127,984.657         3,867.359
Units redeemed . . . . . . . .    (1,307.478)           (3.755)
Units transferred between
  Sub-Accounts and/or
  Fixed Account. . . . . . . .      (147.428)                -
                               -------------  ----------------
Units outstanding, end of the
  year . . . . . . . . . . . .   130,393.355         3,863.604
                               -------------  ----------------
                               -------------  ----------------
</TABLE>
    
<PAGE>
   
                              SEPARATE ACCOUNT ONE
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


6.   COMBINING STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY:
     Operations and changes in Contract Owners' equity for the year ended
     December 31, 1996 were as follows (in thousands):


<TABLE>
<CAPTION>
                                                   NORTHSTAR'S    NORTHSTAR'S    NORTHSTAR'S  FIDELITY'S VIPF
                                                   INCOME AND    MULTI-SECTOR      GROWTH      MONEY MARKET
                                       TOTAL       GROWTH FUND     BOND FUND        FUND         PORTFOLIO
                                     ------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>             <C>          <C>
Net investment income:
   Reinvested dividend income. . .    $    67           $ 15           $ 14         $    7         $   15
   Reinvested capital gains. . . .        122             46             10             11              -
   Administrative expenses . . . .       (146)            (4)            (3)           (17)            (4)
                                      -------        -------        -------        -------        -------
   Net investment income (loss)
      and capital gains. . . . . .         43             57             21              1             11
                                      -------        -------        -------        -------        -------
Realized and unrealized gains:
   Net realized gains on
    redemptions of fund shares . .         70              3              2             11              -

   Increase (decrease) in unrealized
    appreciation of investments. .      1,220             (7)            (2)            70              -
                                      -------        -------        -------        -------        -------
    Net realized and unrealized
     gains (losses). . . . . . . .      1,290             (4)             -             81              -
                                      -------        -------        -------        -------        -------
      Net additions
       from operations . . . . . .      1,333             53             21             82             11
                                      -------        -------        -------        -------        -------
Contract Owners' transactions:
   Net purchase payments . . . . .     27,327            507            593          3,699          1,181
   Surrenders. . . . . . . . . . .        (94)            (1)            (1)            (9)             -
   Policy Loans. . . . . . . . . .        (87)             -              -            (16)           (22)
   Transfers between Sub-Accounts
    and/or Fixed Account . . . . .      2,053            142            (30)           134            (72)
                                      -------        -------        -------        -------        -------
    Net additions for
     Contract Owners' transactions     29,199            648            562          3,808          1,087
                                      -------        -------        -------        -------        -------
      Net additions
       for the year. . . . . . . .     30,532            701            583          3,890          1,098

Contract Owners' Equity,
   beginning of the year . . . . .        566             24             20             11              -
                                      -------        -------        -------        -------        -------
Contract Owners' Equity,
   end of the year . . . . . . . .    $31,098           $725           $603         $3,901         $1,098
                                      -------        -------        -------        -------        -------
                                      -------        -------        -------        -------        -------
</TABLE>
    
<PAGE>
   
                              SEPARATE ACCOUNT ONE
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


<TABLE>
<CAPTION>

                                                                                            FIDELITY'S
                                                                                FIDELITY'S    VIPF II   FIDELITY'S
                                     FIDELITY'S      FIDELITY'S     FIDELITY'S    VIPF II      ASSET      VIPF II     FIDELITY'S
                                        VIPF            VIPF           VIPF        ASSET     MANAGER:      INDEX        VIPF II
                                       GROWTH       EQUITY-INCOME    OVERSEAS     MANAGER     GROWTH        500       CONTRAFUND
                                      PORTFOLIO       PORTFOLIO      PORTFOLIO   PORTFOLIO   PORTFOLIO   PORTFOLIO     PORTFOLIO
                                      ------------------------------------------------------------------------------------------
<S>                                   <C>           <C>              <C>         <C>         <C>        <C>           <C>
Net investment income:
   Reinvested dividend income. . . .        $1               $-            $1          $2        $11            $1            $-
   Reinvested capital gains. . . . .         5                3             1           2         21             2             1
   Administrative expenses . . . . .       (11)             (19)           (6)         (5)        (4)          (13)          (17)

                                      --------         --------      --------      ------     ------      --------      --------
   Net investment income (loss)
      and capital gains. . . . . . .        (5)             (16)           (4)         (1)        28           (10)          (16)

                                      --------         --------      --------      ------     ------      --------      --------
Realized and unrealized gains:
   Net realized gains on
    redemptions of fund shares . . .         2                4             2           4          3             4            10

   Increase (decrease) in unrealized
    appreciation of investments. . .        83              246            62          45         21           216           298

                                      --------         --------      --------      ------     ------      --------      --------
    Net realized and unrealized
     gains (losses). . . . . . . . .        85              250            64          49         24           220           308

                                      --------         --------      --------      ------     -------     --------      --------
      Net additions
       from operations . . . . . . .        80              234            60          48         52           210           292

                                      --------         --------      --------      ------     ------      --------      --------
Contract Owners' transactions:
   Net purchase payments . . . . . .     1,996            3,514         1,162         662        584         2,607         3,027
   Surrenders. . . . . . . . . . . .        (7)             (12)           (4)         (2)        (2)           (7)          (12)
   Policy Loans. . . . . . . . . . .       (14)              (2)           (1)          -          -            (1)           (2)
   Transfers between Sub-Accounts
    and/or Fixed Account . . . . . .       231              693            (4)         29         15           157           486

                                      --------         --------      --------      ------     ------      --------      --------
    Net additions for
     Contract Owners' transactions .     2,206            4,193         1,153         689        597         2,756         3,499

                                      --------         --------      --------      ------     ------      --------      --------
      Net additions
       for the year. . . . . . . . .     2,286            4,427         1,213         737        649         2,966         3,791

Contract Owners' Equity,
   beginning of the year . . . . . .        50               42            18          21         67             7            77

                                      --------         --------      --------      ------     ------      --------      --------
Contract Owners' Equity,
   end of the year . . . . . . . . .    $2,336           $4,469        $1,231        $758       $716        $2,973        $3,868

                                      --------         --------      --------      ------     ------      --------      --------
                                      --------         --------      --------      ------     ------      --------      --------
</TABLE>
    
<PAGE>
   
                              SEPARATE ACCOUNT ONE
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. COMBINING STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
   (CONTINUED):
   Operations and changes in Contract Owners' equity for the year ended December
31, 1996 were as follows (in thousands):

<TABLE>
<CAPTION>

                                                 ALGER AMERICAN    ALGER AMERICAN      ALGER AMERICAN     ALGER AMERICAN
                                             SMALL CAPITALIZATION       GROWTH              MIDCAP       LEVERAGED ALLCAP
                                                   PORTFOLIO           PORTFOLIO      GROWTH PORTFOLIO       PORTFOLIO
                                             --------------------  --------------     ----------------   ----------------
<S>                                          <C>                   <C>                <C>                <C>
Net investment income:
    Reinvested dividend income . . . . . . .            $-                 $-                 $-                 $-
    Reinvested capital gains . . . . . . . .             2                 11                  5                  2
    Administrative expenses. . . . . . . . .           (15)               (11)               (10)                (7)
                                                  --------           --------           --------           --------
     Net investment income
      and capital gains. . . . . . . . . . .           (13)                 -                 (5)                (5)
                                                  --------           --------           --------           --------
Realized and unrealized gains:
    Net realized gains on
      redemptions of fund shares . . . . . .            11                  8                  3                  3

    Increase (decrease) in unrealized
      appreciation of investments. . . . . .            (7)                88                 71                 36
                                                  --------           --------           --------           --------
      Net realized and unrealized
        gains. . . . . . . . . . . . . . . .             4                 96                 74                 39
                                                  --------           --------           --------           --------
        Net additions (reductions)
          from operations. . . . . . . . . .            (9)                96                 69                 34
                                                  --------           --------           --------           --------
Contract Owners' transactions:
    Net purchase payments. . . . . . . . . .         2,623              1,738              2,034              1,400
    Surrenders . . . . . . . . . . . . . . .           (13)                (5)                (8)               (11)
    Policy Loans . . . . . . . . . . . . . .            (9)               (10)                (3)                (7)
    Transfers between Sub-Accounts
     and/or Fixed Account. . . . . . . . . .           (42)               (73)               364                 23
                                                  --------           --------           --------           --------
     Net additions for
      Contract Owners' transactions. . . . .         2,559              1,650              2,387              1,405
                                                  --------           --------           --------           --------
        Net additions
          for the year . . . . . . . . . . .         2,550              1,746              2,456              1,439

Contract Owners' Equity,
    beginning of the year. . . . . . . . . .            93                 75                 22                 39
                                                  --------           --------           --------           --------
Contract Owners' Equity,
    end of the year. . . . . . . . . . . . .        $2,643             $1,821             $2,478             $1,478
                                                  --------           --------           --------           --------
                                                  --------           --------           --------           --------
</TABLE>
    
<PAGE>

[LETTERHEAD]
[LOGO]



INDEPENDENT AUDITORS' REPORT


Board of Directors
Northern Life Insurance Company
Seattle, Washington

We have audited the accompanying statutory-basis statements of assets,
liabilities, surplus and other funds of Northern Life Insurance Company (a
wholly owned subsidiary of ReliaStar Life Insurance Company) (the Company) as of
December 31, 1996 and 1995, and the related statutory-basis statements of
operations, changes in capital and surplus, and cash flows for the years then
ended.  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 audits 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.

As described more fully in Note 1 to the financial statements, the Company
prepared these financial statements using accounting practices prescribed or
permitted by the Insurance Department of the State of Washington, which
practices differ from generally accepted accounting principles.  The effects on
the financial statements of the variances between the statutory basis of
accounting and generally accepted accounting principles are described in
Note 11.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements do not present fairly, in accordance with
generally accepted accounting principles, the financial position of the Company
as of December 31, 1996 and 1995, or the results of its operations or its cash
flows for the years then ended.

In our opinion, such statutory-basis financial statements present fairly, in all
material respects, the assets, liabilities, and surplus and other funds of the
Company as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended, on the basis of accounting described in
Note 1.


/s/ Deloitte & Touche LLP

February 9, 1997

[LOGO]

<PAGE>

                         NORTHERN LIFE INSURANCE COMPANY
         (A Wholly Owned Subsidiary of ReliaStar Life Insurance Company)
   Statutory-Basis Statements of Assets, Liabilities, Surplus and Other Funds
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                         ---------------------------
                                                                              1996           1995
                                                                         ------------   ------------
<S>                                                                     <C>            <C>
ASSETS
Bonds, at NAIC Value (Market: 1996, $4,066,788; 1995, $3,814,979)        $  3,979,814   $  3,627,971
Stocks, at NAIC Value (Cost: 1996, $12,563; 1995, $18,390)                     13,161         16,489
Mortgage Loans on Real Estate - Commercial                                    529,432        461,345
Mortgage Loans on Real Estate - Residential                                   230,678        212,083
Real Estate                                                                     2,046          4,483
Policy Loans                                                                  289,844        250,717
Cash on Hand and on Deposit                                                    11,579          8,354
Short-Term Investments                                                         31,495         23,924
Aggregate Write-ins for Invested Assets                                           105         (7,062)
Other Invested Assets                                                          37,748         25,177
  TOTAL CASH AND INVESTMENTS                                                5,125,902      4,623,481

Reinsurance Recoverable                                                         1,252            361
Premiums and Annuity Considerations Deferred
  and Uncollected                                                               6,448          5,735
Investment Income Due and Accrued                                              66,930         65,535
Other Assets                                                                    7,333          6,494
From Separate Account Statement                                                37,864          6,825
                                                                         ------------   ------------
  TOTAL ASSETS                                                           $  5,245,729   $  4,708,431
                                                                         ------------   ------------
                                                                         ------------   ------------

LIABILITIES, SURPLUS AND OTHER FUNDS
Aggregate Reserves for Policies and Contracts                            $  4,807,270   $  4,364,176
Policy and Contract Claims                                                      3,463          2,205
Policyholders' Dividends                                                       10,709         10,559
Unearned Premiums                                                                  48             37
Liability for Premiums and Other Deposit Funds                                  1,169          1,143
Other Policy and Contract Liabilities                                           6,991          6,949
General Expenses Due or Accrued                                                 4,550          5,141
Taxes, Licenses, and Fees Due or Accrued, Excluding
  Federal Income Taxes                                                          1,057            608
Federal Income Tax Due or Accrued                                                 409         (2,740)
Unearned Investment Income                                                      1,637          1,643
Asset Valuation Reserve                                                        58,077         44,201
Other Liabilities                                                              36,570         16,773
From Separate Account Statement                                                37,864          6,825
                                                                         ------------   ------------
  TOTAL LIABILITIES                                                         4,969,814      4,457,520
                                                                         ------------   ------------

SURPLUS AND OTHER FUNDS
Common Capital Stock                                                            1,500          1,500
Gross Paid-In and Contributed Surplus                                         126,500        126,500
Unassigned Surplus                                                            147,915        122,911
                                                                         ------------   ------------
  TOTAL SURPLUS AND OTHER FUNDS                                               275,915        250,911
                                                                         ------------   ------------
  TOTAL LIABILITIES, SURPLUS AND OTHER FUNDS                             $  5,245,729   $  4,708,431
                                                                         ------------   ------------
                                                                         ------------   ------------
</TABLE>

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

<PAGE>

                         NORTHERN LIFE INSURANCE COMPANY
         (A Wholly Owned Subsidiary of ReliaStar Life Insurance Company)
                    Statutory-Basis Statements of Operations
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                            ------------------------
                                                                               1996           1995
                                                                            ---------      ---------
<S>                                                                        <C>            <C>
REVENUES

Premiums and Annuity Considerations                                         $  74,224      $  58,714
Deposit-Type Funds                                                            597,217        575,080
Considerations for Supplementary Contracts                                      3,457            431
Net Investment Income                                                         382,086        338,534
Amortization of Interest Maintenance Reserve                                    1,702          1,504
Other Income                                                                    1,405          1,456
                                                                            ---------      ---------
  TOTAL REVENUES                                                            1,060,091        975,719
                                                                            ---------      ---------

BENEFITS AND EXPENSES

Death Benefits                                                                 12,129         10,836
Matured Endowments                                                                266            305
Annuity Benefits                                                               29,788         23,456
Disability Benefits                                                               154            195
Surrender Benefits and Other Fund Withdrawals                                 376,166        246,336
Interest on Policy or Contract Funds                                              270            112
Payments on Supplementary Contracts                                             2,970          1,197
Increase in Reserve For Policies and Contracts                                442,007        551,379
Increase (Decrease) in Liability for Premium and Other Deposit Funds                1         (6,595)
Increase (Decrease) in Reserve for Supplementary Contracts                      1,260            (41)
                                                                            ---------      ---------
  TOTAL BENEFITS                                                              865,011        827,180
Commissions                                                                    65,961         50,595
General Insurance Expenses                                                     43,536         39,501
Insurance Taxes, Licenses and Fees, Excluding Federal Income Taxes              4,441          4,712
Net Transfers to Separate Accounts                                             29,052            549
                                                                            ---------      ---------
  TOTAL BENEFITS AND EXPENSES                                               1,008,001        922,537
                                                                            ---------      ---------

Net Gain from Operations before Dividends to Policyholders
  and Federal Income Taxes                                                     52,090         53,182
Dividends to Policyholders                                                        565            584
                                                                            ---------      ---------
Net Gain from Operations before Federal Income Taxes                           51,525         52,598
Federal Income Taxes (Excluding Tax on Capital Gains)                          17,631         16,462
                                                                            ---------      ---------
Net Gains from Operations before Realized Capital Gains                        33,894         36,136
Net Realized Capital Gains (Net of Tax: 1996, 3,618;
1995, $1,741), (Net of IMR Transfers: 1996, 2,358; 1995, $965)                  1,549          1,107
                                                                            ---------      ---------
  NET INCOME                                                                $  35,443      $  37,243
                                                                            ---------      ---------
                                                                            ---------      ---------
</TABLE>

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

<PAGE>

                         NORTHERN LIFE INSURANCE COMPANY
         (A Wholly Owned Subsidiary of ReliaStar Life Insurance Company)
          Statutory-Basis Statements of Changes in Capital and Surplus
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                           -------------------------
                                                                               1996           1995
                                                                           ----------     ----------
<S>                                                                       <C>            <C>
CAPITAL AND SURPLUS, BEGINNING OF YEAR                                     $  250,911     $  226,612

Net Income                                                                     35,443         37,243

Change in Net Unrealized Capital Gains or (Losses)                              3,050         (1,643)

Change in Non-Admitted Assets and Related Items                                   387         (2,415)

Increase in Asset Valuation Reserve                                           (13,876)        (8,886)
                                                                           ----------     ----------




CAPITAL AND SURPLUS, END OF YEAR                                           $  275,915     $  250,911
                                                                           ----------     ----------
                                                                           ----------     ----------
</TABLE>



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

<PAGE>

                         NORTHERN LIFE INSURANCE COMPANY
         (A Wholly Owned Subsidiary of ReliaStar Life Insurance Company)
                    Statutory-Basis Statements of Cash Flows
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                            ------------------------
                                                                               1996           1995
                                                                            ---------      ---------
<S>                                                                        <C>            <C>
OPERATING ACTIVITIES
Premiums and Annuity Considerations                                         $  73,403      $  59,657
Deposit-Type Funds                                                            597,257        575,040
Other Premiums, Considerations and Deposits                                     3,457            431
Allowances and Reserve Adjustments Received on Reinsurance Ceded                  205            205
Investment Income Received                                                    384,470        333,856
Other Income Received                                                           1,182          1,251
Life and Accident and Health Claims Paid                                      (12,177)       (11,768)
Surrender Benefits and Other Fund Withdrawals Paid                           (376,459)      (246,048)
Other Benefits to Policyholders Paid                                          (33,009)       (24,726)
Commissions, Other Expenses and Taxes Paid                                   (109,428)       (93,507)
Net Transfers to Separate Accounts                                            (29,089)          (547)
Dividends to Policyholders Paid                                                  (589)          (614)
Federal Income Taxes Paid                                                     (18,100)       (20,641)
Net Increase in Policy Loans and Premium Notes                                (39,127)       (48,690)
Other Operating Expenses Paid                                                     (73)          (159)
                                                                            ---------      ---------
  Net Cash from Operations                                                    441,923        523,740
                                                                            ---------      ---------

PROCEEDS FROM INVESTMENTS SOLD, MATURED OR REPAID
Bonds                                                                         519,514        348,706
Stocks                                                                          9,575         16,075
Mortgage Loans                                                                158,378         97,813
Real Estate                                                                     6,167         10,032
Other Invested Assets                                                           9,266         12,445
                                                                            ---------      ---------
Total Investment Proceeds                                                     702,900        485,071
                                                                            ---------      ---------

OTHER CASH PROVIDED
Other Sources                                                                  15,872         13,557
                                                                            ---------      ---------
  Total Other Cash Provided                                                    15,872         13,557
                                                                            ---------      ---------

COST OF INVESTMENTS ACQUIRED
Bonds                                                                         872,594        696,550
Stocks                                                                          3,217          7,986
Mortgage Loans                                                                249,260        274,027
Other Invested Assets                                                          16,336          6,909
                                                                            ---------      ---------
  Total Investments Acquired                                                1,141,407        985,472
                                                                            ---------      ---------

OTHER CASH APPLIED
Other Applications (Net)                                                        8,492          8,687
                                                                            ---------      ---------
  Total Other Cash Applied                                                      8,492          8,687
                                                                            ---------      ---------

Net Change in Cash and Short-Term Investments                                  10,796         28,209
Cash and Short-Term Investments at Beginning of Year                           32,278          4,069
                                                                            ---------      ---------
Cash and Short-Term Investments at End of Year                              $  43,074      $  32,278
                                                                            ---------      ---------
                                                                            ---------      ---------
</TABLE>

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

<PAGE>

                           NORTHERN LIFE INSURANCE COMPANY
           (A Wholly Owned Subsidiary of ReliaStar Life Insurance Company)
                    Notes to Statutory-Basis Financial Statements
                        Years Ended December 31, 1996 and 1995


                NOTE 1: SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

NATURE OF OPERATIONS

The Company is principally engaged in the business of providing annuities and
life insurance.  The Company operates primarily in the United States and is
authorized to do business in all states except New York.

BASIS OF PRESENTATION

 The amounts in these financial statements pertain to the entire Company
business including, as appropriate, its Separate Accounts business.

All outstanding shares of the Company are owned by ReliaStar Life Insurance
Company, a Minnesota domiciled insurance company.  ReliaStar Life Insurance
Company is in turn a wholly owned subsidiary of ReliaStar Financial Corp.
(ReliaStar) a holding and management company domiciled in Delaware.

The accompanying financial statements of Northern Life Insurance Company (the
Company) have been prepared in conformity with accounting practices prescribed
or permitted by the National Association of Insurance Commissioners (NAIC) and
the State of Washington.  Such statutory insurance accounting practices differ
in certain respects from generally accepted accounting principles.  The most
significant differences are:

    Commissions and other acquisition costs relating to the issuance of new
    policies are charged to expense as incurred except to the extent allowed
    for in the calculation of the provision for policy benefit reserves.

    Reserves for future policy benefits are based on statutory mortality,
    morbidity, and interest requirements without consideration of withdrawals,
    rather than on estimates reflecting historical experience.

    Statutory accounting requires the calculation of an Asset Valuation Reserve
    (AVR).  The AVR is reported as a liability and changes in this liability
    are recorded directly in surplus.  Statutory accounting also requires the
    calculation of an Interest Maintenance Reserve (IMR).  Capital gains and
    losses on sales of securities which are realized due to changes in interest
    rates are deferred and recorded in the IMR on the statements of assets,
    liabilities, surplus and other funds.  The IMR is amortized into income
    over the remaining maturity of the securities sold.

    The provision for income taxes is based upon income that is estimated to be
    currently taxable.

    Certain assets, principally agents' balances and prepaid expenses, are
    classified as nonadmitted and are excluded from the statement of assets,
    liabilities, surplus and other funds.  Changes in nonadmitted assets are
    recorded directly in surplus.

    Investments are carried at values established by the NAIC.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting practices
prescribed or permitted by the NAIC and the State of Washington requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

<PAGE>

INVESTMENTS

Security investments are valued in accordance with the requirements of the NAIC,
as follows:

    Bonds not backed by other loans are valued at amortized cost using the
    interest method; loan-backed bonds and structured securities are valued at
    amortized cost using the interest method including anticipated prepayments
    at the date of purchase; significant changes in estimated cash flows from
    the original purchase assumptions are accounted for using the interest
    method.  Prepayment assumptions for loan-backed bonds and structured
    securities were obtained from broker-dealer survey values or internal
    estimates.  These assumptions are consistent with the current interest rate
    and economic environment.  The retrospective adjustment method is used to
    value all securities.

    Derivative instruments are valued in accordance with the NAIC Accounting
    Practices and Procedures manual and the Purposes and Procedures manual of
    the Securities Valuation Office.  All derivative instruments are valued
    consistently with the hedged items.

    Preferred stocks in good standing are valued at cost, which approximates
    market.

    All other security investments are presented at values prescribed by or
    deemed acceptable to the NAIC, generally market value.

Mortgage loans are valued at amortized cost.  Real estate acquired in
satisfaction of debt is stated at the lower of appraised value of the asset
foreclosed or book value of the mortgage at the date of foreclosure.        

The Company uses straight-line depreciation for all of its depreciable assets
with useful lives varying depending on the asset.

Policy loans are valued at the aggregate unpaid balance.

Short-term investments are carried at amortized cost which approximates market.

Realized investment gains and losses on sales of securities are included in the
determination of net income and are determined on the specific identification
method.  Unrealized investment gains and losses are accounted for as direct
increases or decreases in unassigned surplus.  Income tax effects of unrealized
gains and losses are not recognized.

Due and accrued income was excluded from investment income on mortgage loans and
bonds where interest is past due more than 90 days.  The total amount excluded
was $1,138,000 and $1,411,000 for 1996 and 1995, respectively.  The Company
recognizes investment income on derivative instruments in accordance with the
NAIC Accounting Practices and Procedures manual.

Other invested assets are carried on the cost or equity basis.

SEPARATE ACCOUNTS

The Company administers two separate accounts.  The assets (principally
investments) and liabilities (principally to contract holders) of the accounts
are clearly identifiable and distinguishable from other assets and liabilities
of the Company.  Assets are valued at market.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

Premiums on life insurance contracts are generally recognized as revenue over
the life of the contract on the anniversary date.  Contract benefits are
associated with premium revenue over the life of the contract by providing for
liabilities for future policy and contract benefits.

<PAGE>

POLICY ACQUISITION COSTS

Costs of acquiring new business are charged to operating expenses in the year
incurred.

AGGREGATE RESERVES FOR POLICIES AND CONTRACTS

Liabilities for future policy and contract benefits for life insurance are
computed by the net level premium and preliminary term and other modified
reserve methods on the basis of interest rates (primarily 2 1/4% to 5 1/2%) and
mortality assumptions (American Experience, 1941 CSO, 1958 CSO, and 1980 CSO
Tables) prescribed by state regulatory authorities.  Annuity liabilities are
computed using interest rates (primarily 21/2% to 13 1/4%) and mortality
assumptions where needed (primarily 1971 IAM, 1971 GAM, 1983 IAM, and 1983 GAM
Tables) as prescribed by state regulatory authorities.  Liabilities for waiver
of premium reserves were primarily based on the 1952 Disability Study (Period 2)
combined with 1958 CSO using 3% interest.

The Company waives deduction of deferred fractional premiums upon the death of
the insured.  Surrender values are not promised in excess of the legally
computed reserves.

Extra premiums in addition to the basic gross premium are charged for
substandard lives.  Mean reserves are determined by computing the regular mean
reserves and holding in addition the unearned portion of the extra premium
charge for the year.

As of December 31, 1996, the Company had insurance in force for which the gross
premiums were less than the net premium according to the standard valuation set
by the State of Washington as follows:

    Insurance in Force                        $  84,167,000
    Related Reserves                              1,103,000

<PAGE>

NOTE 2: INVESTMENTS

Investment income summarized by type 
   of investment was as follows                    Year Ended December 31,
                                                  ------------------------
   (in thousands):                                   1996           1995  
                                                  ---------      ---------

Bonds                                             $ 293,214      $ 268,026
Preferred Stocks                                        400            516
Common Stocks                                         1,401            525
Mortgage Loans on Real Estate                        59,619         49,124
Real Estate                                           1,009          1,429
Policy Loans                                         15,438         13,308
Short-Term Investments                                3,065          2,283
Derivative Instruments                               10,049          7,967
Other                                                 5,338          3,148
                                                  ---------      ---------
   Gross Investment Income                          389,533        346,326
Investment Expenses                                   7,447          7,792
                                                  ---------      ---------
   Net Investment Income                          $ 382,086      $ 338,534
                                                  ---------      ---------
                                                  ---------      ---------


Net realized capital gains (losses) 
    were as follows (in thousands):               Year Ended December 31,
                                                  ------------------------
                                                       1996          1995
                                                  ---------      ---------

Bonds                                             $   2,033      $     193
Preferred Stocks                                       (409)            40
Common Stocks                                           940          3,918
Mortgage Loans on Real Estate                          (338)          (676)
Real Estate                                            (201)          (903)
Other                                                 5,500          1,241
                                                  ---------      ---------
    Pretax Realized Capital Gain                      7,525          3,813
Income Tax Expense                                   (3,618)        (1,741)
Net Pretax Realized Capital Gains Transferred to
    Interest Maintenance Reserve (IMR)               (3,628)        (1,485)
Income Tax Expense Transferred to IMR                 1,270            520
                                                  ---------      ---------
     Realized Capital Loss  (Net of Tax)          $   1,549      $   1,107
                                                  ---------      ---------
                                                  ---------      ---------



Gross realized investment gains of $5,515,000 and $2,005,000 and gross realized
investment losses of $3,482,000 and $1,812,000 were recognized on sales of
investments in bonds during the years ended December 31, 1996 and 1995,
respectively.  Gross realized investment gains of $1,597,000 and $4,723,000 and
gross realized investment losses of $657,000 and $805,000 were recognized on
sales of investments in common stocks during the years ended December 31, 1996
and 1995, respectively.

<PAGE>

The statement value and estimated market value of investments in long term bonds
by types of investment were as follows (in thousands):     


<TABLE>
<CAPTION>

                                                            December 31, 1996
                                       -------------------------------------------------------
                                                             Gross Unrealized        
                                        Statement     -------------------------      Estimated
                                            Value          Gains       (Losses)   Market Value
                                       ----------     ----------     ----------   ------------
<S>                                    <C>            <C>            <C>          <C>         
United States Government and 
  Governmental Agencies and 
  Authorities                          $    3,806     $      167     $       (8)    $    3,965
States, Municipalities and
  Political Subdivisions                   26,924          1,150           (151)        27,923
Foreign Governments                        35,125          1,752              0         36,877
Public Utilities                          283,626          7,607         (2,202)       289,031
Corporate Securities                    2,469,348         78,298        (14,131)     2,533,514
Mortgage-Backed Securities              1,160,985         20,300         (5,808)     1,175,478
                                       ----------     ----------     ----------     ----------
  Total                                $3,979,814     $  109,274     $  (22,300)    $4,066,788
                                       ----------     ----------     ----------     ----------
                                       ----------     ----------     ----------     ----------

</TABLE>

<TABLE>
<CAPTION>

                                                            December 31, 1996
                                       -------------------------------------------------------
                                                             Gross Unrealized        
                                        Statement     -------------------------      Estimated
                                            Value          Gains       (Losses)   Market Value
                                       ----------     ----------     ----------   ------------
<S>                                    <C>            <C>            <C>          <C>         
United States Government and
  Governmental Agencies and
  Authorities                          $    3,759     $      332     $       (3)    $    4,088
States, Municipalities and
  Political Subdivisions                   25,642          1,607            (69)        27,180
Foreign Governments                        39,506          3,270           (208)        42,568
Public Utilities                          282,711         15,937           (676)       297,972
Corporate Securities                    2,229,339        146,277         (9,233)     2,366,383
Mortgage-Backed Securities              1,047,014         31,201         (1,427)     1,076,788
                                       ----------     ----------     ----------     ----------
  Total                                $3,627,971     $  198,624     $  (11,616)    $3,814,979
                                       ----------     ----------     ----------     ----------
                                       ----------     ----------     ----------     ----------

</TABLE>

The statement value and estimated market value of bonds, by contractual 
maturity, are shown below (in thousands).  Expected maturities will differ 
from contractual maturities because borrowers may have the right to call or 
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                            December 31, 1996            December 31, 1995
                                       -------------------------     -------------------------
                                        Statement      Estimated      Statement      Estimated
                                            Value   Market Value          Value   Market Value
                                       ----------   ------------     ----------   ------------
<S>                                    <C>          <C>              <C>          <C>         

Due in One Year or Less                $   59,572     $   60,127     $   38,257     $   38,727
Due After One Year Through Five Years   1,073,107      1,097,961        939,150        982,368
Due After Five Years Through Ten Years  1,170,081      1,198,058      1,156,158      1,228,746
Due After Ten Years                       516,069        535,164        447,392        488,350
Mortgage-Backed Securities              1,160,985      1,175,478      1,047,014      1,076,788
                                       ----------     ----------     ----------     ----------
  Total                                $3,979,814     $4,066,788     $3,627,971     $3,814,979
                                       ----------     ----------     ----------     ----------
                                       ----------     ----------     ----------     ----------

</TABLE>

The estimated market values for the marketable bonds are determined based upon
the quoted market prices for bonds actively traded.  The estimated market values
for marketable bonds without an active market are obtained through several
commercial pricing services.  Estimated market values of privately placed bonds
are determined utilizing a commercially available pricing model.  The model
considers the current level of risk-free interest rates, current corporate
spreads, the credit quality of the issuer and cash flow characteristics of the
security.  Utilizing these data, the model generates estimated market values
which the Company considers reflective of the market value of each privately
placed bond. 

<PAGE>

At December 31, 1996, the largest industry concentration of the private
placement portfolio was in the consumer non-cyclical industry where 18.9 % of
the portfolio was invested.  The largest industry concentration of the
marketable bond portfolio was in mortgage backed securities where 43.5% of the
portfolio was invested.  At December 31, 1996, the largest geographic
concentration of commercial mortgage loans was in the Midwest region of the
United States where approximately 37.0% of the commercial mortgage loan
portfolio was invested.

At December 31, 1996 and 1995, respectively, gross unrealized appreciation of
unaffiliated stocks was $1,287,652 and $339,000 and gross unrealized
depreciation was $668,126 and $2,220,000.

As of December 31, 1996 and 1995, the Company had $4,119,000 and $4,100,000,
respectively, of investments  in which the original repayment terms had been
modified to less favorable terms as a result of financial difficulties of the
debtor.  The expected gross interest income that would have been recorded had
the loans been current in accordance with the original terms and the actual
interest income recorded were as follows (in thousands):

                                           Year Ended December 31,
                                          ------------------------
                                             1996           1995
                                            -----          -----
    Expected                                $ 402          $ 410
    Actual                                  $ 392          $ 410


During 1996 the Company did not reduce the interest rates of any outstanding
mortgage loans.

The maximum and minimum lending rates for all mortgage loans issued during 1996
were 9.63% and 5.25%.

The maximum percentage of any one loan to the value of security at the time of
the loan was 80%.  Fire insurance is required on all properties covered by
mortgage loans at least equal to the excess of the loan over the maximum loan
which would be permitted by law on the land without buildings.  As of year-end,
the Company held no mortgages with interest more than one year overdue.


NOTE 3: DERIVATIVE INSTRUMENTS

The Company has an established program prescribing the use of derivatives in its
asset/liability management activity.  The investment policy of the Company
expressly precludes the use of such instruments for speculative purposes.  The
policy details permissible uses and instruments and contains accounting and
management controls designed to assure compliance with these policies.  The
Company is not a party to leveraged derivatives.

The insurance liabilities of the Company are sensitive to changes in market
interest rates.  The Company has established procedures for evaluating these
liabilities and structures its investment asset portfolio with compatible
characteristics.  Investment assets are selected which provide yield, cash flow
and interest rate sensitivities appropriate to support the insurance products.

The Company uses interest rate swaps and interest rate futures as part of this
asset/liability management program.  The Company has acquired a significant
amount of certain shorter duration investments, such as floating rate or
adjustable rate investments.  Acquisition of these assets shortens the duration
of an asset portfolio.  The Company uses interest rate swaps to extend the
duration of these portfolios as an alternative to purchasing longer duration
investments.

The Company is exposed to credit-related losses in the event of nonperformance
by counterparties to financial instruments, but it does not expect any
counterparties to fail to meet their obligations given their high credit
ratings.  In addition, the Company has established an issuer holder limitation
program whereby the maximum credit exposure to a single issuer is established
based upon the credit rating of the issuer and the structure of the investment. 
The positive market value of swap positions are included in the computation of
the maximum issuer limitation.

<PAGE>

NOTE 4: INCOME TAXES

The Company's federal income tax return is consolidated with the following
entities: ReliaStar Financial Corp., ReliaStar Life Insurance Company, ReliaStar
Bankers Security Life Insurance Company of America, North Atlantic Life Agency,
Inc., ReliaStar Mortgage Corporation, Washington Square Advisers, Inc., James
Mortgage Company, Washington Square Securities, Inc., Norlic, Inc., Nova, Inc.,
ReliaStar Investment Research, Inc., NWNL Health Management Corporation, NWNL
Benefits Corporation, NWNL Northstar Inc., Northstar Investment Management
Corporation, Northstar Administrators Corporation, NWNL Northstar Distributors,
Inc., Banker Centennial Management Corp., IB Holdings, Inc., International Risks
Inc., Northeastern Corporation, IB Resolution, Inc., ReliaStar Financial
Marketing Corporation, and Successful Money Management Seminars, Inc.,
Successful Money Management Software, Inc., PrimeVest Mortgage, Inc., PrimeVest
Financial Services, Inc., PrimeVest Insurance Agency of Alabama, Inc., PrimeVest
Insurance Agency of New Mexico, Inc., Branson Insurance Agency, Inc. and Granite
Investment Services, Inc.

 The method by which the total consolidated federal income tax for each entity
is allocated to each of these companies is subject to a written agreement
approved by the Company's Board of Directors.  Allocation is based on separate
return calculations 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.

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

                                                Year Ended December 31,
                                              -------------------------
                                                1996             1995
                                                ----             ----
Statutory Tax Rate                              35.0%            35.0%
Accrual of Market Discount on Bonds             (4.8)            (4.5)
Prior Year Provision True-up                     2.0              0.6
Deferred Acquisition Cost Tax                    0.9              0.8
Reserve Adjustments                             (0.3)            (1.6)
Other, Net                                       1.4              1.6
                                                ----             ----
    Provision for Federal Income Taxes          34.2%            31.3%
                                                ----             ----
                                                ----             ----

Federal income tax regulations allowed certain special deductions for 1983 and
prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus."  Generally, this policyholders' surplus account will
become subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are deemed
to be paid out of the account.  At December 31, 1996, the Company had
accumulated approximately $5,470,000 in its separate policyholders' surplus
account for which no taxes have been provided.

<PAGE>

NOTE 5: EMPLOYEE BENEFIT PLANS

PENSION PLAN 

The Company's parent, ReliaStar Life Insurance Company, sponsors a
non-contributory defined benefit pension plan covering substantially all
employees.  The benefits are based on years of service and the employee's
average compensation during the last five years of employment.  The plan is
funded through a trust established by the Parent Company.  Annual pension
expense for the total plan is equal to the cash contribution for the plan year
which is determined under the projected unit credit of such actuarial cost
method, including amortization of prior service costs and considering ERISA
minimum and maximum funding requirements.  Each subsidiary is charged its
allocable share of such contributions based on a percentage of payroll.  Pension
cost allocated to the Company amounted to $625,567 in the current year and
$491,567 in the prior year.  The amount of the plan accumulated benefit
obligation/present value of accrued benefits and vested benefits was
$142,715,000 and $139,187,000 respectively, at January 1, 1996 the date of the
most recent actuarial valuation.  The accumulated benefit obligation of the
total plan was calculated based upon an assumed 8.5 percent interest rate.  The
fair value of the assets of the plan was $172,256,000 at January 1, 1996.

DEFERRED COMPENSATION PLANS

In 1990, ReliaStar Financial Corp., the Company's ultimate parent, established a
benefit plan called the Success Sharing Plan and ESOP (Success Sharing Plan)
designed to increase employee ownership and reward employees when certain
performance objectives are met.  Essentially all employees of the Company are
eligible to participate in the Success Sharing Plan.  The Success Sharing Plan
has both qualified and nonqualifed components.  The nonqualifed component is
equal to 25% of the annual payout and is paid in cash to employees.  The
qualified component is equal to 75% of the annual award with 25% contributed to
a deferred investment account and the remaining 50% contributed to the ESOP
portion of the Success Sharing Plan in the form of ReliaStar stock.  Costs
charged to operations for the Success Sharing Plan were $1,076,000 and $979,000
in 1996 and 1995, respectively.  The Company also participates in ReliaStar Life
Insurance Company's management incentive compensation plan for certain officers
and key employees which provides that participants may elect to receive payment
of incentive awards on a deferred basis.

POSTRETIREMENT BENEFIT PLAN 

The Company provides certain health care and life insurance benefits to retired
employees (and their eligible dependents).  Substantially all of the Company's
employees will become eligible for those benefits if they meet specified age and
service requirements and reach retirement age while working for the Company
unless plans are terminated or amended.  During 1996, the plan sponsor amended
the plan to reduce the level of benefits provided.  The plan amendment resulted
in a reduction of the unamortized transition obligation, the accumulated
postretirement benefit obligation and the annual expense.

The unamortized transition obligation was $223,000 and $838,000 at December 31,
1996 and 1995, respectively.  The unamortized transition obligation is being
amortized over 20 years.

Net postretirement benefit costs for the years ended December 31, 1996 and 1995
were $68,000 and $219,000 respectively, and includes the expected cost of such
benefits for newly eligible or vested employees, interest cost and amortization
of the transition obligation.

The unfunded post retirement benefit obligation for retirees and other fully
eligible or vested plan participants was $435,000 and $419,000 at December 31,
1996 and 1995, respectively.  The estimated cost of the benefit obligation for
active non-vested employees was $141,000 at December 31, 1996.

<PAGE>

The discount rate used in  determining the accumulated postretirement benefit
obligation at December 31, 1996 was 7.5% and the health care cost trend rate was
7.0% decreasing gradually to 5.0% in the year 1999.  The discount rate used in
determining the accumulated postretirement benefit obligation at December 31,
1995 was 7.25% and the health care cost trend rate was 10.0% decreasing
gradually to 5.0% in the year 2010.  The health care cost trend rate assumption
has a significant effect on the amounts reported.  To illustrate, increasing the
assumed health care cost trend rate by one percentage point in each year would
increase the postretirement benefit obligation as of December 31, 1996, by
$25,000 and the estimated eligibility cost and interest cost components of net
periodic postretirement benefit cost for 1996 by $5,000.


NOTE 6: INTERCOMPANY ACCOUNTS AND RELATED PARTY TRANSACTIONS

The Company maintains intercompany loan agreements with its parent company. 
There were no loans taken from or made to the parent company during 1996 and
1995.  In addition, there were no intercompany loans outstanding at December 31,
1996 or 1995.

The Company, affiliates of the Company, and ReliaStar Life Insurance Company
have entered into agreements whereby certain management, administrative, legal
and other services are provided to each other.  The net amounts expensed
resulted in the Company making payments of $9,751,000 and $9,097,000 to its
parent company and other affiliated companies in 1996 and 1995, respectively.

As of December 31, 1996, the Company has made no guarantee or other agreements
for the benefit of its parent company or any other affiliated entity which
results in a material contingent exposure of the Company's assets.


NOTE 7: CAPITAL AND SURPLUS

The ability of the Company to pay cash dividends to its parent is restricted by
law or subject to approval of the insurance regulatory authorities of
Washington.  These authorities recognize only statutory accounting practices for
the ability of an insurer to pay dividends to its shareholders.

Under the laws of the state of Washington, the Company can pay dividends to
shareholders only from earned statutory surplus, and the distribution in any one
year is limited, by law, to the larger of the prior year's net income or 10% of
prior year end statutory surplus.

Dividends are paid as determined by the Board of Directors.  Dividends were not
paid in 1996 or 1995.

Total unassigned surplus was $147,915,000 and $122,911,000 at December 31, 1996
and 1995, respectively and has no restrictions, except as described above.


NOTE 8: REINSURANCE

The Company cedes the excess of life, waiver of premium, and accidental death
insurance over retention limits.  The Company's regular retention limit is
$135,000 per life for individual coverage for most plans of insurance.  As of
December 31, 1996, $619,062,000 of life insurance in force was ceded to other
companies, of which $50,594,000 was ceded to NWNL.  A contingent liability
exists with respect to amounts reinsured in the event reinsuring companies are
unable to meet their obligations.  The Company has assumed $1,422,041,000 of
life insurance in force as of December 31, 1996, of which $645,623,000 was
assumed from NWNL.  Premiums assumed from unaffiliated companies were $766,000
and $751,000 in 1996 and 1995, respectively.

<PAGE>

NOTE 9: COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is a defendant in various lawsuits in connection with the normal
conduct of its insurance operations.  In the opinion of management, the ultimate
resolution of such litigation will not result in any significant liability to
the Company.

GUARANTY ASSOCIATIONS

The Company is subject to state guaranty association assessments in all states
in which it is admitted.  Generally these associations guarantee specified
amounts (commonly $100,000 of surrender values or $300,000 of other benefits)
payable to residents of the state under policies of insolvent insurers.  Most
state laws permit assessments or some portion thereof to be credited against
future premium taxes.  However, several states, including Washington,  do not
permit such a credit.  Guaranty association assessments reduced after tax income
by approximately $2,430,000 and $2,551,000 in 1996 and 1995, respectively.  The
Company expects further charges to income will be required in the future but it
cannot presently reasonably estimate those amounts.

FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet its financing needs and to reduce its
exposure to fluctuations in interest rates.  These financial instruments include
commitments to extend credit and interest rate swaps.  The instruments involve,
to varying degrees, elements of credit, interest rate, or liquidity risk in
excess of the amount recognized in the Statutory-Basis Statements of Assets,
Liabilities,  Surplus and Other Funds.

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
credit worthiness on a case-by-case basis.  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 is represented by the contractual
amount of the instrument.  The contractual amount of commitments to extend
credit at December 31, 1996, and 1995 was $118,358,000 and $48,439,000
respectively.  The Company uses the same credit policies in making commitments
and conditional obligations as it does for on-balance-sheet instruments.

The Company also enters into interest rate swap agreements to manage interest
rate exposure.  The primary reason for the interest rate swap agreements is to
extend the duration of adjustable rate investments.  Interest rate swap
transactions generally involve the exchange of fixed and floating rate interest
rate 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.  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 notional amounts of
interest rate swaps outstanding at December 31, 1996 and 1995, was $606,000,000
and $631,000,000 respectively.

LEASES

At the end of 1991 the Company completed a sale/leaseback transaction involving
its home office building.  Rent expenses of $1,988,000 and $2,007,000 were
incurred in connection with this lease during 1996 and 1995, respectively. 
Future rental commitments in connection with this lease are as follows (in
thousands):

         1997 -  $2,053      1998 -  $2,248

<PAGE>

NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosures are made in accordance with 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 cannot be substantiated by comparison
to independent markets and, in many cases, could not be realized in immediate
settlement of the instrument.

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

The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996 and 1995.  Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date; therefore, current estimates of
fair value may differ significantly from the amounts presented herein.

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

BONDS

The estimated market value disclosures for bonds satisfies the fair value
disclosure requirements of SFAS No. 107 (see Investments Note).

STOCKS

Fair value equals carrying value for common stock as these securities are
carried at NAIC value which approximates quoted market value.  Preferred stocks
are carried primarily at cost.  Fair value for these preferred stocks is
determined by quoted market values.  The Company's investment in the stock of
its subsidiaries is specifically excluded from the disclosure requirements of
SFAS No. 107.

MORTGAGE LOANS ON REAL ESTATE

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

CASH AND SHORT-TERM INVESTMENTS AND POLICY LOANS

The carrying amounts reported in the balance sheet for these assets approximate
the assets' fair values.

OTHER FINANCIAL INSTRUMENTS REPORTED AS ASSETS

The carrying amounts reported in the balance sheet for these financial
instruments (primarily premiums and other accounts receivable and accrued
investment income) approximate those assets' fair values.

INVESTMENT CONTRACT LIABILITIES

The fair values for deferred annuities were 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.

<PAGE>

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.


OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES

The carrying amounts reported in the balance sheet for other financial
instruments (primarily payables of a short-term nature) approximate those
liabilities' fair values.

INTEREST RATE SWAPS

The fair value of interest rate swaps was estimated using discounted cash flow
analyses.  The discount rate was based upon rates currently being offered for
similar interest rate swaps available from similar counter parties.

The carrying amounts and estimated fair values of the Company's financial
instruments are as follows (in thousands):


<TABLE>
<CAPTION>

                                                                                     December 31
                                                                                    ----------------
                                                                         1996                        1995
                                                                        -----                       -----
                                                             Carrying           Fair       Carrying           Fair
                                                               Amount          Value         Amount          Value
                                                            ---------        -------      ---------        -------
<S>                                                       <C>            <C>            <C>            <C>        

Financial Instruments Recorded as Assets:
Bonds                                                     $ 3,979,814    $ 4,066,788    $ 3,627,971    $ 3,814,979
Stocks                                                         13,082         12,852         16,410         16,094
Mortgage Loans on Real Estate
    Commercial                                                529,432        541,688        461,345        485,569
    Residential                                               230,678        234,889        212,083        216,608
Policy Loans                                                  289,844        289,844        250,717        250,717
Cash and Short-Term Investments                                43,074         43,074         32,278         32,278
Other Financial Instruments Recorded as Assets                 77,862         77,862         67,555         67,555

Financial Instruments Recorded as Liabilities:
    Investment Contracts
      Deferred Annuities                                   (4,305,125)    (4,273,677)    (3,883,469)    (3,856,234)
      Supplementary Contracts and Immediate Annuities         (75,863)       (76,113)       (56,544)       (58,093)
      Other Investment Contracts                               (1,169)        (1,169)        (1,143)        (1,143)
    Other Financial Instruments Recorded as Liabilities       (28,611)       (28,611)       (10,979)       (10,979)
Off-Balance Sheet Financial Instruments
    Interest Rate Swaps                                            --          7,535             --         24,415

</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 judgement and, therefore, cannot be determined with precision. 
Changes in assumptions could significantly affect the estimates.

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

<PAGE>

NOTE 11: PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company, which is domiciled in the State of Washington, prepares its
statutory-basis financial statements in accordance with accounting principles
and practices prescribed or permitted by the Washington State Insurance
Department.  Prescribed statutory practices include state laws, regulations and
general administrative rules, as well as a variety of publications of the NAIC. 
Permitted statutory accounting practices encompass all accounting practices that
are not prescribed; such practices differ from state to state and may differ
from company to company within a state and may change in the future. 
Furthermore, the NAIC has a project to codify statutory accounting practices,
the result of which is expected to constitute the only source of "prescribed"
statutory accounting practices.  Accordingly, that project, which is expected to
be completed in the near future, will likely change the definitions of what
comprises prescribed statutory practices and may result in changes to the
accounting policies the insurance enterprises use to prepare their
statutory-basis financial statements.


NOTE 12:  RECONCILIATION OF STATUTORY NET INCOME AND EQUITY TO GAAP NET         
          INCOME AND EQUITY (IN THOUSANDS)


                                             Year Ended December 31,
                                        ------------------------------
                                           1996                1995
                                        ---------           ---------
Statutory Net Income as Reported        $  35,443           $  37,243
Adjustments Concerning:
    Deferred Acquisition Costs             43,151              41,667
    Deferred Federal Income Taxes         (13,919)             (8,938)
    Reserves for Future Benefits          (12,279)            (27,921)
    Net Adjustments to Investments          9,767               3,604
    Capitalization of Software Costs        1,813               2,500
    Nonadmitted Assets                       (115)               (348)
    Interest Maintenance Reserve           (1,702)             (1,504)
    Other                                  (3,472)                848

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

Net Income in Conformity with Generally
    Accepted Accounting Principles       $ 58,687           $  47,151
                                        ---------           ---------
                                        ---------           ---------



                                             Year Ended December 31,
                                        ------------------------------
                                           1996                1995
                                        ---------           ---------
Statutory Capital
    and Surplus as Reported            $  275,915          $  250,911
Adjustments Concerning:
    Deferred Acquisition Costs            444,808             373,166
    Deferred Federal Income Taxes         (47,445)            (61,936)
    Reserves for Future Benefits         (317,240)           (304,299)
    Net Adjustments to Investments         83,137             182,685
    Capitalization of Software Costs        4,313               2,500
    Pension Plan Agreements                 1,273               1,273
    Nonadmitted Assets                     11,240              11,742
    Asset Valuation Reserve                58,077              44,201
    Interest Maintenance Reserve            6,991               6,335
    Other                                  (7,203)             (5,280)

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

Shareholder's Equity in 
    conformity with Generally
       Accepted Accounting Principles  $  513,866         $   501,298
                                       ----------         -----------
                                       ----------         -----------
<PAGE>


NORTHERN LIFE INSURANCE COMPANY
- -------------------------------
(a wholly owned subsidiary of ReliaStar Life Insurance Company)

INDEPENDENT AUDITORS' REPORT ON
SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Our audits were conducted for the purpose of forming an opinion on the basic
statutory-basis financial statements taken as a whole.  The supplemental
schedule of selected financial data for the year ended December 31, 1996, is
presented for complying with the National Association of Insurance
Commissioners' instructions to Annual Audited Financial Reports and is not a
required part of the basic statutory-basis financial statements.  This
additional information is the responsibility of the Company's management.  Such
information has been subjected to the auditing procedures applied in our audit
of the basic statutory-basis financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Seattle, Washington

February 9, 1997

<PAGE>

                           NORTHERN LIFE INSURANCE COMPANY
           (A Wholly Owned Subsidiary of ReliaStar Life Insurance Company)
                   Supplemental Schedule of Selected Financial Data
                             Year Ended December 31, 1996
                                    (In Thousands)

Investment Income Earned:

     Government Bonds                                           $  305
     Other bonds (unaffiliated)                                292,909
     Bonds of affiliates                                             0
     Preferred stocks (unaffiliated)                               400
     Preferred stocks of affiliates                                  0
     Common stocks (unaffiliated)                                1,401
     Common stocks of affiliates                                     0
     Mortgage loans                                             59,619
     Real estate                                                 1,009
     Premium notes, policy loans and liens                      15,438
     Collateral loans                                                0
     Cash on hand and on deposit                                     0
     Short-term investments                                      3,065
     Other invested assets                                       5,206
     Derivative instruments                                     10,049
     Aggregate write-ins for investment income                     132
                                                            ----------

     Gross investment income                                $  389,533
                                                            ----------
                                                            ----------
Real Estate Owned - Book Value Less Encumbrances              $  2,046
                                                            ----------
                                                            ----------
Mortgage Loans - Book Value:

     Farm mortgages                                               $  0
     Residential mortgages                                     230,678
     Commercial mortgages                                      529,432
                                                            ----------



     Total mortgage loans                                   $  760,110
                                                            ----------
                                                            ----------

<PAGE>

Mortgage Loans By Standing - Book Value

     Good standing                                        $    757,609
                                                             ---------
                                                             ---------

     Good standing with restructured terms                $      1,883
                                                             ---------
                                                             ---------

     Interest overdue more than three months,
           not in foreclosure                             $          0
                                                             ---------
                                                             ---------

     Foreclosure in process                               $        618
                                                             ---------
                                                             ---------

Other Long Term Assets - Statement Value                  $     37,748
                                                             ---------
                                                             ---------

Collateral Loans                                          $          0
                                                             ---------
                                                             ---------

Bonds and Stocks of Parents and Affiliates - Book Value:

     Bonds                                                $          0
                                                             ---------
                                                             ---------

     Preferred Stocks                                     $          0
                                                             ---------
                                                             ---------

     Common Stocks                                        $        100
                                                             ---------
                                                             ---------

Bonds and Short-Term Investments by Class and Maturity:

Bonds by Maturity - Statement Value
     Due within one year or less                          $    280,468
     Over 1 year through 5 years                             1,334,225
     Over 5 years through 10 years                           1,919,797
     Over 10 years through 20 years                            382,466
     Over 20 years                                              94,353
                                                             ---------


     Total by Maturity                                    $  4,011,309
                                                             ---------
                                                             ---------

Bonds by Class - Statement Value
     Class 1                                              $  2,411,524
     Class 2                                                 1,362,677
     Class 3                                                   191,477
     Class 4                                                    33,000
     Class 5                                                    11,992
     Class 6                                                       639
                                                             ---------


     Total by Class                                       $  4,011,309
                                                             ---------
                                                             ---------

Total Bonds Publicly Traded                               $  2,583,966
                                                             ---------
                                                             ---------

Total Bonds Privately Traded                              $  1,427,343
                                                             ---------
                                                             ---------

Preferred Stocks - Statement Value                        $      5,510
                                                             ---------
                                                             ---------

Common Stocks - Market Value                              $      7,651
                                                             ---------
                                                             ---------

<PAGE>

Short Term Investments - Book Value                       $     31,495
                                                             ---------
                                                             ---------
Financial Options Owned - Statement Value                 $          0
                                                             ---------
                                                             ---------
Financial Options Written and In Force - Statement Value  $          0
                                                             ---------
                                                             ---------
Financial Futures Contracts Open - Current Price          $      7,535
                                                             ---------
                                                             ---------
Cash on Deposit                                           $     11,579
                                                             ---------
                                                             ---------
Life Insurance In Force:

     Industrial                                           $          0
                                                             ---------
                                                             ---------
     Ordinary  $  2,895,840
                                                             ---------
                                                             ---------
     Credit Life                                          $          0
                                                             ---------
                                                             ---------
     Group Life                                           $    943,378
                                                             ---------
                                                             ---------
Amount of Accidental Death Insurance
     In Force Under Ordinary Policies                     $     61,304
                                                             ---------
                                                             ---------
Life Insurance Policies with Disability Provisions In Force:

     Industrial                                           $          0
                                                             ---------
                                                             ---------
     Ordinary                                             $    320,051
                                                             ---------
                                                             ---------
     Credit Life                                          $          0
                                                             ---------
                                                             ---------
     Group Life                                           $          0
                                                             ---------
                                                             ---------
Supplementary Contracts In Force:

     Ordinary - Not Involving Life Contingencies
                Amount on Deposit                         $      1,398
                                                             ---------
                                                             ---------
     Income Payable                                       $         24
                                                             ---------
                                                             ---------
     Ordinary - Involving Life Contingencies
                Income Payable                            $         90
                                                             ---------
                                                             ---------
     Group - Not Involving Life Contingencies
             Amount on Deposit                            $          0
                                                             ---------
                                                             ---------
     Income Payable                                       $          0
                                                             ---------
                                                             ---------
     Group - Involving Life Contingencies
             Income Payable                               $          0
                                                             ---------
                                                             ---------

<PAGE>

Annuities:
     Ordinary
          Immediate - Amount of Income Payable            $     20,072
                                                             ---------
                                                             ---------
          Deferred - Fully Paid Account Balance           $     10,424
                                                             ---------
                                                             ---------
          Deferred - Not Fully Paid - Account Balance     $  2,498,530
                                                             ---------
                                                             ---------
Group
     Amount of Income Payable                             $      8,629
                                                             ---------
                                                             ---------
     Fully Paid Account Balance                           $          0
                                                             ---------
                                                             ---------
     Not Fully Paid - Account Balance                     $  2,098,142
                                                             ---------
                                                             ---------

Accident and Health Insurance - Premiums in Force:
     Ordinary                                             $         13
                                                             ---------
                                                             ---------
     Group                                                $          0
                                                             ---------
                                                             ---------
     Credit                                               $          0
                                                             ---------
                                                             ---------

Deposit Funds and Dividend Accumulations:
     Deposit Funds - Account Balance                      $        175
                                                             ---------
                                                             ---------
     Dividend Accumulations                               $     10,133
                                                             ---------
                                                             ---------

Claim Payments 1996:
     Group Accident and Health Year - Ended December 31, 1996
          1996                                            $          0
                                                             ---------
                                                             ---------
          1995                                            $          0
                                                             ---------
                                                             ---------
          1994                                            $          0
                                                             ---------
                                                             ---------

     Other Accident and Health
          1996                                            $          0
                                                             ---------
                                                             ---------
          1995                                            $          0
                                                             ---------
                                                             ---------
          1994                                            $          0
                                                             ---------
                                                             ---------

     Other Coverages that use developmental methods to calculate claims reserves
          1996                                            $          0
                                                             ---------
                                                             ---------
          1995                                            $          0
                                                             ---------
                                                             ---------
          1994                                            $          0
                                                             ---------
                                                             ---------

<PAGE>

PART C.  OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

    (a)   Financial Statements:

          Part A:   None
   
          Part B:   Separate Account One
                    --------------------
                    Independent Auditors' Report
                    Statement of Assets and Liabilities, December 31, 1996
                    Combined Statements of Operations and Changes in Contract
                     Owner's Equity, Year Ended December 31, 1996 and Period 
                     from October 20, 1995 to December 31, 1995
                    Notes to Financial Statements

                    Northern Life Insurance Company
                    -------------------------------
                    Independent Auditors' Report
                    Statutory-Basis Balance Sheets, Years Ended December 31, 
                     1996 and 1995
                    Statutory-Basis Statements of Operations, Years Ended
                     December 31, 1996 and 1995
                    Statutory-Basis Statements of Changes in Capital and 
                     Surplus, Years Ended December 31, 1996 and 1995
                    Statutory-Basis Statement of Cash Flows, Years Ended
                     December 31, 1996 and 1995
                    Notes to Statutory-Basis Financial Statements
                    Independent Auditors' Report on Supplemental Schedule
                     of Assets and Liabilities
                    Supplemental Schedule of Assets and Liabilities, Year
                     Ended December 31, 1996

    

    (b)   Exhibits:

    1.    Resolution of the Executive Committee of the Board of Directors of
          Northern Life Insurance Company ("Depositor") authorizing the
          establishment of Separate Account One ("Registrant").  (Filed with
          registration statement on Form N-4 on March 20, 1995.)
          
    2.    Not Applicable.
          
    3.    (a)  Form of Distribution and Administrative Services Agreement
               between Washington Square Securities, Inc. and Depositor. (Filed
               with registration statement on Form N-4 on March 20, 1995.)
               
          (b)  Form of selling group (or distribution) agreement between
               Washington Square Securities, Inc. and selling group members.
               (Filed with registration statement on Form N-4 on March 20,
               1995.)
               
    4.    (a)  Individual Deferred Tax Sheltered Annuity Contract (Transfer
               Series). (Filed with registration statement on Form N-4 on March
               20, 1995.)
               
          (b)  Individual Deferred Annuity Contract (Transfer Series) for use
               with non-qualified plans.  (Filed with registration statement on
               Form N-4 on March 20, 1995.)
               

                                      C-1
<PAGE>


          (c)  Individual Deferred Retirement Annuity Contract (Transfer
               Series).  (Filed with registration statement on Form N-4 on March
               20, 1995.)
               
          (d)  Flexible Premium Individual Deferred Tax-Sheltered Annuity
               Contract.  (Filed with registration statement on Form N-4 on
               March 20, 1995.)
               
          (e)  Flexible Premium Individual Deferred Retirement Annuity Contract.
               (Filed with registration statement on Form N-4 on March 20,
               1995.)

          (f)  ERISA Endorsement.  (Filed with Securities Act of 1933 Post-
               Effective Amendment No. 1)

          (g)  TSA Endorsement.


    5.    Contract Application Form.  (Filed with registration statement on Form
          N-4 on March 20, 1995.)
            
    6.    (a)  Articles of Incorporation of Depositor.  (Filed with registration
               statement on Form N-4 on March 20, 1995.)
            
          (b)  Bylaws of Depositor.  (Filed with registration statement on Form
               N-4 on March 20, 1995.)
               
    7.    Not Applicable.
               
    8.    (a)  Participation Agreement with Fidelity's Variable Insurance
               Products Fund and Fidelity Distributors Corporation.  (Filed with
               registration statement on Form N-4 on March 20, 1995.)
            
          (b)  Participation Agreement with Fidelity's Variable Insurance
               Products Fund II and Fidelity Distributors Corporation. (Filed
               with registration statement on Form N-4 on March 20, 1995.)
            
          (c)  Participation Agreement with The Alger American Fund and Fred
               Alger and Company.  (Filed with Securities Act of 1933 Pre-
               Effective Amendment No. 1.)
   
          (d)  Form of Service Agreement between Fidelity Investments 
               Institutional Operations Company, Inc. and ReliaStar Life 
               Insurance Company.

          (e)  Form of Service Contract with Fidelity Distributors 
               Corporation.
    
    9.    Consent and Opinion of Kristen K. Lindberg as to the legality of the
          securities being registered.
   
    10.   Consent of Independent Auditors.
    

    11.   No financial statements are omitted from Item 23. 
               
    12.   Not Applicable.
               
   
    13.   Schedule of computation of performance data.
               
    14.   Financial Data Schedule, filed hereto electronically as Exhibit 27 
          pursuant to Rule 401 of Regulation S-T.
    
    15.   Powers of Attorney for Michael J. Dubes, John H. Flittie, Wayne R.
          Huneke, Craig R. Rodby, Robert C. Salipante, John G. Turner and Steven
          W. Wishart. (Filed with registration statement on Form N-4 on March
          20, 1995.) Power of Attorney for 

                                      C-2
<PAGE>

          Richard R. Crowl.  (Filed with Securities Act of 1933 Post-Effective
          Amendment No. 1.)

                                      C-3
<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

      DIRECTORS

   
Name and Principal
Principal Business Address              Positions and Offices with Depositor
- --------------------------              ------------------------------------

Michael J. Dubes                        Director; President and Chief Executive 
P.O. Box 12530                          Officer.
Seattle, Washington  98111                        


Richard R. Crowl                        Director;  Senior Vice President,
20 Washington Avenue South              General Counsel and Assistant Secretary.
Minneapolis, Minnesota  55401               


John H. Flittie                         Director; Vice Chairman.
20 Washington Avenue South             
Minneapolis, Minnesota  55401          
    

                                      C-4
<PAGE>


Wayne R. Huneke                         Director; Assistant Treasurer.
20 Washington Avenue South              
Minneapolis, Minnesota  55401                
                                        

Kenneth U. Kuk                          Director; Assistant Treasurer.
20 Washington Avenue South
Minneapolis, Minnesota  55401           



Robert C. Salipante                     Director.
20 Washington Avenue South             
Minneapolis, Minnesota  55401                                                   


John G. Turner                          Director; Chairman.
20 Washington Avenue South              
Minneapolis, Minnesota  55401           
                                        

Steven W. Wishart                       Director; Assistant Treasurer.
20 Washington Avenue South              
Minneapolis, Minnesota  55401          
                                        

                                      C-5
<PAGE>


    EXECUTIVE OFFICERS

   
       Name                           Positions and Offices with Depositor
       -----                          ------------------------------------


     Michael J. Dubes              President and Chief Executive Officer
     James R. Miller               Executive Vice President and Chief Operating
                                   Officer
     Richard R. Crowl              Senior Vice President, General Counsel and
                                   Assistant Secretary
     Paul R. Beeghly               Vice President 
     Garth A. Bernard              Vice President and Chief Actuary
     Richard Contreras             Vice President, Marketing
     Douglas R. Kaufman            Vice President, Chief Financial Officer and 
                                   Treasurer
     Jerome A. Mills               Vice President, Advance Marketing
     Eric M. Onderdonk             Vice President and Chief Information Officer
     Brad J. Corbin                Vice President, Sales
     Elizabeth R. Bennett          Vice President, Medical Director
    


The principal business address of each of the foregoing executive officers is
1110 Third Avenue, Seattle, Washington  98101, with the exception of Mr. Crowl
and Ms. Bennett whose principal business address is 20 Washington Avenue South,
Minneapolis, Minnesota 55401.

     
ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

     Registrant is a separate account of Depositor.  Depositor is an indirect,
wholly-owned subsidiary of ReliaStar Financial Corp., formerly known as The NWNL
Companies, Inc., a Delaware Corporation.

     The following chart identifies the subsidiaries of ReliaStar Financial
Corp. and their relationship to one another, all of which, except where
indicated, are either directly or indirectly wholly-owned by ReliaStar Financial
Corp. except for directors qualifying shares.


                                      C-6
<PAGE>


<TABLE>
<CAPTION>

                                                                              Owner and                        State of
                                  Company                                     Percentage                    Incorporation
                                  --------                                    ----------                    ------------
<S>                                                                           <C>                         <C>
ReliaStar Financial Corp.                                                                                  Delaware
  ReliaStar Life Insurance Company ("RLIC")                                     RLR-100%                   Minnesota
    Northern Life Insurance Company ("NLIC")                                    RLIC-100%                  Washington
       Norlic, Inc.                                                             NLIC-100%                  Washington
       Nova, Inc.                                                               NLIC-100%                  Washington
    ReliaStar United Services Life Insurance Company ("RUSL")                   RLIC-100%                  Virginia
       ReliaStar Bankers Security Life Insurance Company ("RBSL")               RUSL-100%                  New York
         North Atlantic Life Agency, Inc.                                       RBSL-100%                  New York
       Delaware Administrators, Inc.                                            RUSL-100%                  Ohio
       USL Services, Inc.                                                       RUSL-100%                  Virginia
    NWNL Benefits Corporation ("NBC")                                           RLIC-100%                  Minnesota
       NWNL Health Management Corp.                                             NBC-100%                   Minnesota
       Select Care Health Network, Inc.                                         NBC-50%                    California
    ReliaStar Mortgage Corporation ("RMC")                                      RLIC-100%                  Iowa
       James Mortgage Company                                                   RMC-100%                   Iowa
Washington Square Advisers, Inc.                                                RLR-100%                   Minnesota
ReliaStar Investment Research, Inc.                                             RLR-100%                   Minnesota
Washington Square Securities, Inc.                                              RLR-100%                   Minnesota
ReliaStar Financial Marketing Corporation                                       RLR-100%                   Delaware
NWNL Northstar, Inc. ("NNI")                                                    RLR-80%                    Delaware
    Northstar Investment Management Corp.                                       NNI-80%                    Delaware
    NWNL Northstar Distributors, Inc.                                           NNI-80%                    Minnesota
    Northstar Administrators Corporation                                        NNI-80%                    Delaware
Bankers Centennial Management Corp.                                             RLR-100%                   Virginia
IB Holdings, Inc. ("IB")                                                        RLR-100%                   Virginia
    International Risks, Inc.                                                   IB-100%                    Delaware
    Northeaster Corporation                                                     IB-100%                    Connecticut
    The New Providence Insurance Company, Limited                               IB-100%                    Cayman Islands
    IB Resolution, Inc.                                                         IB-100%                    Virginia
Successful Money Management Seminars, Inc. ("SMMS")                              RLR-100%                   Oregon
    Successful Money Management Software, Inc.                                  SMMS-100%                  Oregon

<CAPTION>


                                                                               Owner and                    State of
                                  Company                                      Percentage                  Incorporation
                                  -------                                      ----------                  ------------
<S>                                                         <C>                <C>                         <C>
PrimeVest Financial Services, Inc.("PVF")                                       RLR-100%                   Minnesota
     PrimeVest Mortgage, Inc.                                                   PVF-100%                   Minnesota
     PrimeVest Insurance Agency of Alabama, Inc.                                PVF-100%                   Alabama
     PrimeVest Insurance Agency of New Mexico, Inc.                             PVF-100%                   New Mexico
     PrimeVest Insurance Agency of Oklahoma, Inc.                               Kevin Kluesner-100%        Oklahoma
     PrimeVest Insurance Agency of Texas, Inc.                                  Kevin Kluesner-100%        Texas
     PrimeVest Insurance Agency of Ohio, Inc.               Class A             Robert Chapman-100%        Ohio
                                                            Class B             PVF-100%
     Branson Insurance Agency, Inc.                                             PVF-100%                   Massachusetts
     Granite Investment Services, Inc.                                          PVF-100%                   Minnesota
</TABLE>




                                      C-7
<PAGE>

ITEM 27.  NUMBER OF CONTRACT OWNERS


     As of January 31, 1997, there were 3801 owners of the Contracts, 3531 of
which were owners of qualified Contracts.



ITEM 28.  INDEMNIFICATION


     Reference is hereby made to Article VII, Section 6 of Depositor's Bylaws,
filed as an Exhibit to the registration statement filed on Form N-4 on March 20,
1995.  The Bylaws of Depositor mandate indemnification by Depositor of its
directors, officers and certain others, and permit indemnification of directors,
officers, employees and agents of Washington Square Securities, Inc. ("WSSI")
under certain conditions.  Section 4.01 of the Bylaws of WSSI mandates
indemnification by WSSI of its directors and officers under certain conditions.


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Depositor or WSSI, pursuant to the foregoing provisions or otherwise, Depositor
and WSSI have 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 Depositor of expenses
incurred or paid by a director or officer or controlling person of Depositor or
WSSI in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person of Depositor or WSSI in connection
with the securities being registered, Depositor or WSSI, as the case may be,
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 of whether or not such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

     An insurance company blanket bond is maintained providing $25,000,000
coverage for Depositor and the General Distributor, subject to a $500,000
deductible.


ITEM 29.  PRINCIPAL UNDERWRITERS

   
     (a)  WSSI, an affiliate of the Company, is the principal underwriter of the
Contracts.  WSSI also acts as the principal underwriter for variable annuity
Contracts issued by ReliaStar Life Insurance Company ("ReliaStar Life"), an
affiliate of the Depositor, through the ReliaStar Life Select Variable Account
and variable life insurance policies issued by ReliaStar Life through the
Select*Life Variable Account.  Both of these variable accounts are separate
accounts of ReliaStar Life and are registered as unit investment trusts under
the Investment Company Act of 1940.  WSSI also distributes, but is not the
principal underwriter of, variable annuity Contracts issued by ReliaStar Life
through the MFS/ReliaStar Variable Account and the Northstar/ReliaStar Variable
Account, each of which is a separate account and is registered as a unit
investment trust under the Investment Company Act of 1940.
    


                                      C-8
<PAGE>

     (b)  The directors and officers of WSSI are as follows:

     DIRECTORS

     Name                          Principal Occupation
     -----                         --------------------

     John H. Flittie               Vice Chairman, President and Chief Operating
                                   Officer of ReliaStar Financial Corp. and
                                   ReliaStar Life Insurance Company
     Roger W. Arnold               Vice President, Individual Sales of ReliaStar
                                   Life Insurance Company
     Michael J. Dubes              President and Chief Executive Officer of 
                                   Depositor
     Robert C. Salipante           Senior Vice President
                                   of Personal Financial Services of ReliaStar 
                                   Financial Corp.
     Steven W. Wishart             Senior Vice President and Chief Investment 
                                   Officer of ReliaStar
                                   Financial Corp. and ReliaStar Life Insurance
                                   Company


     EXECUTIVE OFFICERS

     Name                          Positions and Offices with WSSI
     ----                          -------------------------------
   
     John H. Flittie               Chairman of the Board
     James R. Gelder               President
     Michael R. Fanning            Executive Vice President and Chief 
                                   Marketing Officer
     Jeffery A. Montgomery         Executive Vice President and Chief 
                                   Operating Officer
     Robert B. Saginaw             Vice President
     Susan M. Bergen               Secretary
     David Braun                   Assistant Vice President
     David P. Wilken               Treasurer
     Julie A. Cooney               Assistant Treasurer
     Daniel S. Kuntz               Assistant Treasurer
     David Cox                     Assistant Secretary
     Allen L. Kidd                 Assistant Secretary
     Loralee A. Renelt             Assistant Secretary
    

   
     The principal business address of each of the foregoing Directors and 
executive officers is 20 Washington Avenue South, Minneapolis, Minnesota 
55401, except for the following individuals whose principal addresses are
listed after their respective names: Julie A. Cooney, 80 Tuscany Way,
Danville, California  94506; Michael J. Dubes, 1110 3rd Avenue, 
Seattle, Washington  98101; and Allen L. Kidd, 222 North Arch Road, 
Richmond, Virginia  23236.
    

     (c)  For the year ended December 31, 1996 WSSI received $641,620.59 in 
          fees, including gross concessions, in connection with distribution
          of the Contracts. 

          
ITEMS 30. LOCATION OF ACCOUNTS AND RECORDS
          
     The accounts and records of Registrant are located at the offices of
Depositor at 1110 Third Avenue, Seattle, Washington  98101.


ITEM 31.  MANAGEMENT SERVICES


                                     C-9
<PAGE>
          
          Not applicable.

                                     C-10
<PAGE>

ITEM 32.  UNDERTAKINGS
          
     Registrant will file a post-effective amendment to this Registration
Statement as frequently as is necessary to ensure that the audited financial
statements in this Registration Statement are never more than 16 months old for
so long as payments under the Contracts may be accepted.

     Registrant will include either (1) as part of any application to purchase a
Contract offered by the Prospectus, a space that an applicant can check to
request a Statement of Additional Information, or (2) a postcard or similar
written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information.

     Registrant will deliver any Statement of Additional Information and any
financial statements required to be made available under this form promptly upon
written or oral request.


     The Company and the Variable Account rely on a no-action letter issued by
the Division of Investment Management to the American Council of Life Insurance
on November 28, 1988 and represent that the conditions enumerated therein have
been or will be complied with.


   
     The Company represents that the fees and charges deducted under the 
Advantage series variable annuity contracts, in the aggregate, are reasonable 
in relation to the services rendered, the expenses expected to be incurred, 
and the risks assumed by the Company.
    
     With regard to restricted distributions to plan participants in accordance
with the requirements of IRC Section 403(b)(11), the Registrant, in respect to a
no-action letter issued by the Division of Investment Management (No. IP-6-88,
November 28, 1988), undertakes to:

     (a)  Include appropriate disclosure regarding the redemption restrictions
          imposed by Section 403(b)(11) in each registration statement, 
          including the prospectus, used in connection with the offer of the 
          contract;
     
     (b)  Include appropriate disclosure regarding the redemption restrictions
          imposed by Section 403(b)(11) in any sales literature used in 
          connection with the offer of the contract;
     
     (c)  Instruct sales representatives who solicit participants to purchase
          the contract specifically to bring the redemption restrictions imposed
          by Section 403(b)(11) to the attention of the potential participants;
     
     (d)  Obtain from each plan participant who purchases a Section 403(b)
          annuity contract, prior to or at the time of such purchase, a signed
          statement acknowledging the participant's understanding of (1) the
          restrictions on redemption imposed by Section 403(b)(11), and (2) the
          investment alternatives available under the employer's Section 403(b)
          arrangement, to which the participant may elect to transfer his 
          contract value;
     
     (e)  The Registrant represents that this said no-action letter is being
          relied upon and that the provisions of paragraphs (a) - (d) above have
          been complied with.


                                     C-11
<PAGE>

                                   SIGNATURES
   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant has caused this Amendment to the Registration Statement to be
signed on its behalf, in the City of Seattle and State of Washington, on this
25th day of April 1997.
    
                              SEPARATE ACCOUNT ONE
                                   (Registrant)

                         By   NORTHERN LIFE INSURANCE COMPANY
                                   (Depositor)
     
                         By        /s/  Michael J. Dubes              
                              ----------------------------------------
                              Michael J. Dubes
                              President and Chief Executive Officer
   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Depositor has caused the Registration Statement to be signed on its
behalf, in the City of Seattle and State of Washington, on this 25th day of
April, 1997.
    
                              NORTHERN LIFE INSURANCE COMPANY

                         By        /s/  Michael J. Dubes              
                              ----------------------------------------
                              Michael J. Dubes
                              President and Chief Executive Officer
   
As required by the Securities Act of 1933, the Registration Statement has been
signed on this 25th day of April, 1997 by the following directors and
officers of Depositor in the capacities indicated:
    
     /s/Michael J. Dubes      President and Chief Executive Officer
- ---------------------------
     Michael J. Dubes

     /s/James R. Miller       Executive Vice President and Chief Operating
- ---------------------------    Officer
     James R. Miller

/s/Douglas R. Kaufman         Vice President, Chief Financial Officer, Treasurer
- ---------------------------    and Comptroller
     Douglas R. Kaufman        

     Richard R. Crowl    Wayne R. Huneke
     Michael J. Dubes    Kenneth U. Kuk           John G. Turner
     John H. Flittie     Robert C. Salipante      Steven W. Wishart

A majority of the Board of Directors.

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


                                                    /s/James E. Nelson
                                             ---------------------------------
                                             James E. Nelson, Attorney-in-Fact
<PAGE>

                                  EXHIBIT INDEX

(b)  Exhibits:
   
  99.4.(g) TSA Endorsement.

  99.8.(d) Form of Service Agreement between Fidelity Investments 
           Institutional Operations Company, Inc. and ReliaStar Life 
           Insurance Company.

  99.8.(e) Form of Service Contract with Fidelity Distributors Corporation.

  99.9.    Consent and Opinion of Kristen K. Lindberg as to the legality of the
           securities being registered. 

  99.10.   Consent of Independent Auditors.

  99.13.   Schedule of Computation of Performance Data.

  99.27.   Financial Data Schedule.
    


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NORTHERN'S
SEPARATE ACCOUNT ONE ANNUAL REPORT FOR THE YEAR ENDED 12-31-96, ANNUAL REPORT
(FORM N-SAR) FILING PURSUANT TO SECTION 15(d) OF THE 1934 ACT AND SECTION 30(b)
OF THE 1940 ACT, FORM 24F-2 ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE
24F-2 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           29,900
<INVESTMENTS-AT-VALUE>                          31,132
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  31,132
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           34
<TOTAL-LIABILITIES>                                 34
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        29,900
<SHARES-COMMON-STOCK>                        2,675,715
<SHARES-COMMON-PRIOR>                           55,709
<ACCUMULATED-NII-CURRENT>                           43
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             70
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,232
<NET-ASSETS>                                    31,132
<DIVIDEND-INCOME>                                   67
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                     122
<EXPENSES-NET>                                     146
<NET-INVESTMENT-INCOME>                             43
<REALIZED-GAINS-CURRENT>                            70
<APPREC-INCREASE-CURRENT>                        1,220
<NET-CHANGE-FROM-OPS>                            1,333
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,632,401
<NUMBER-OF-SHARES-REDEEMED>                     12,395
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          30,565
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<PAGE>

                                    [Logo]

                        NORTHERN LIFE INSURANCE COMPANY
                 P.O. Box 12530, Seattle, Washington 98111-4530

"We" or "Us" are the Northern Life Insurance Company. "You" are the Owner of 
this policy according to our records.

This Endorsement is a part of the Policy to which it is attached by us.

The following new information is added to your Policy. 

     Elective deferrals made under this policy may not exceed the annual 
     limit on elective deferrals as provided in the Internal Revenue Code of
     1986, as amended, and applicable regulations.

All other terms and conditions of this Policy remain unchanged.

The Effective Date of this Endorsement is the Issue Date of the Policy or the 
date it is made part of the Policy, if later.


                                                     /s/ Susan M. Bergen
   
                                                            Secretary




                       PENSION SIMPLIFICATION ENDORSEMENT
                  FOR VARIABLE DEFERRED TAX SHELTERED ANNUITIES

Form No. 15491 10-96



<PAGE>

                                  SERVICE AGREEMENT

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

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

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

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

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

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

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

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

    NOW, THEREFORE, the parties do agree as follows:

    1.   INFORMATION TO BE PROVIDED TO AFFILIATES.  FIIOC agrees to provide to
Affiliates, on a periodic basis, directly or through a designee, information
about the Funds' investment objectives, investment policies, portfolio holdings,
performance, etc.  The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose.  FIIOC may change the format and/or
content of such informational reports, and the frequency with which such
information is provided.  For purposes of Section 4.2 of each of Affiliates'
Participation Agreement(s) with the Funds, FIIOC represents that it is the
designee of the Funds, and Affiliates may therefore use the information provided
by FIIOC without seeking additional permission from the Funds.

<PAGE>

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

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

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

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

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

    4.   TERMINATION.  This Agreement may be terminated by Company at any time
upon written notice to FIIOC.  FIIOC may terminate this Agreement at any time
upon ninety (90) days' written notice to Company.  FIIOC may terminate this
Agreement immediately upon written notice to Company (1) if required by any
applicable law or regulation, (2) if so required by action of the Fund(s)
Board of Trustees, (3) if Company engages in any material breach of this
Agreement or (4) if an Affiliate engages in any conduct which would constitute a
material breach of this Agreement were the Affiliate a

<PAGE>

party to the Agreement.  This Agreement shall terminate immediately and
automatically with respect to an Affiliate upon the termination of that
Affiliate's Participation Agreement(s) with the Funds, and in such event no
notice need be given hereunder.

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

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

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

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

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

    FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.


By: _________________________
    Thomas J. Fryer
    Vice President

    RELIASTAR LIFE INSURANCE COMPANY


By: _________________________

Name: ________________________

Title: _______________________

<PAGE>

                       FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF

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

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

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

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

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

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

<PAGE>

                                                                Exhibit 99.8.(e)

                                SERVICE CONTRACT

WITH RESPECT TO SHARES OF:

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

To Fidelity Distributors Corporation:

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

THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:

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

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

3.   We agree to indemnify and hold you, the Fund, and the Fund's adviser and
transfer agent harmless from any and all direct or indirect liabilities or
losses

<PAGE>

resulting from requests, directions, actions or inactions, of or by us or our
officers, employees or agents regarding the purchase, redemption, transfer or
registration of shares for our clients.  Such indemnification shall survive the
termination of this Contract.

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

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

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

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

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

<PAGE>

determination to be made in good faith by the Fund or you, this Contract is
terminable effective upon receipt of notice thereof by us.  This Contract will
also terminate automatically in the event of its assignment (as defined in the
Act).

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

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

Very truly yours,


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

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

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

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

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

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

<PAGE>
   
April 25, 1997
    
Northern Life Insurance Company
1110 Third Avenue
Seattle, WA  98101

Madam/Sir:
   
In connection with the proposed registration under the Securities Act of 1933,
as amended, of individual variable annuity contracts (the "Contracts") and
interest in Separate Account One (the "Separate Account"), I have examined
documents relating to the establishment of the Separate Account by the Board of
Directors of Northern Life Insurance Company (the "Company") as a separate
account for assets applicable to variable annuity contracts, pursuant to RCW
48.18A.010 et seq., as amended , and the Registration Statement, on Form N-4, as
amended by  Post-Effective Amendment No. 3 thereto, File Number 33-90474 (the
"Registration Statement"), and I have examined such other documents and have
reviewed such matters of law as I deemed necessary for this opinion, and I
advise you that in my opinion:
    
     1.  The Separate Account is a separate account of the Company duly created
and validly existing pursuant to the laws of the State of Washington.

     2.  The contracts, 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 Separate Account equal to
reserves and other contract liabilities with respect to the Separate Account 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 Opinions" in the
Prospectus constituting a part of the Registration Statement and to the
references to me wherever appearing therein.

Very truly yours,

/s/ Kristen Lindberg

Kristen Lindberg
Associate Counsel

<PAGE>


INDEPENDENT AUDITOR'S CONSENT


Board of Directors and Contract Holders
Separate Account One

We consent to the use in this Post-Effective Amendment No. 3 and No. 4 to 
Registration Statement on Form N-4 (File No. 33-90474) of Separate Account 
One filed under the Securities Act of 1933 and the Investment Company Act of 
1940, respectively, of our report dated February 7, 1997 on the audit of the 
statement of assets and liabilities of Separate Account One as of December 
31, 1996 and the related combined statements of operations and changes in 
Contract Owners' equity for the year ended December 31, 1996 and the period
from October 20, 1995 to December 31, 1995, and our report dated  February 9, 
1997, on the audit of the statutory-basis statements of assets, liabilities, 
surplus and other funds as of December 31, 1996 and 1995, and the related 
statutory-basis statements of operations, changes in capital and surplus, and 
cash flows for the years then ended of Northern Life Insurance Company, 
appearing in the Statement of Additional Information of such Registration 
Statement and to the references to us under the heading "Financial Statements 
and Experts" appearing in the Prospectus and under the headings "Independent 
Auditors" and "Financial Statements" appearing in the Statement of Additional 
Information, all of which are part of such Registration Statement.

/s/Deloitte & Touche LLP

   
Minneapolis, Minnesota
April 23, 1997
    



<PAGE>

                                                                   Exhibit 99.13

NORTHERN LIFE ADVANTAGE CALCULATION OF FUND YIELDS

CURRENT & EFFECTIVE YIELD (NET OF ALL CONTRACT FEES) DECEMBER, 1996

<TABLE>
<CAPTION>
                    UNIT VALUE     UNIT VALUE            NET          7 DAY        CURRENT      EFFECTIVE
FUND                  12/23/96       12/31/96         CHANGE         RETURN          YIELD          YIELD

<S>                <C>            <C>            <C>              <C>              <C>          <C>
FMM                 $10.462308     $10.471216     ($0.008373)      -0.1000%        4.17%         4.26%
</TABLE>

Note: Net Change = 12/31 Unit Value - 12/23 Unit Value - Hypothetical Weekly Fee
      Current Yield = 7 Day Return x 365/7
      Effective Yield = [(7 Day Return + 1)^(365/7)] - 1

CALCULATION OF AVERAGE WEEKLY CONTRACT FEE PER MONEY MARKET UNIT DECEMBER, 1996

          ANNUAL FEE      STATED AS     UNIT VALUE
       AS PERCENT OF       A WEEKLY       12/23/96   HYPOTHETICAL
      AVG INVESTED $            FEE    (INVESTED $)    WEEKLY FEE

              0.267%        0.0051%     $10.462308      $0.000535


<PAGE>

NORTHERN LIFE ADVANTAGE CALCULATION OF FUND YIELDS
STANDARDIZED YIELD FOR BOND FUNDS (NET OF ALL FEES) DECEMBER, 1996

<TABLE>
<CAPTION>
                                                                          STANDARDIZED
FUND               "a"            "b"            "c"            "d"          YIELD

<S>            <C>             <C>          <C>            <C>               <C>
NMS             $3,567.28       $786.50      47,788.851     $11.437367        6.18%
</TABLE>

Note: Yield = 2 x [(Y + 1)^6 - 1] where Y = (a - b)/(c x d)

"a"  is the net investment income per share (provided by Northstar) multiplied
     by the number of NL shares invested in the Fund as of 12/31/96

"b"  is the accrued expenses, i.e. December's mortality and expense charges plus
     a hypothetical fee representing the effect of the Annual Contract Fee (see
     below)

"c"  is the average number of accumulation units (see below)

"d"  is the 12/31/96 Unit Value

TAKING INTO ACCOUNT THE EFFECT OF THE $30 ANNUAL CONTRACT FEE BY CALCULATING A
HYPOTHETICAL DECEMBER FEE (INCLUDED IN "b" ABOVE)

               ANNUAL FEE      STATED AS    AVG DOLLARS   HYPOTHETICAL
            AS PERCENT OF      A MONTHLY    INVESTED IN       DECEMBER
           AVG INVESTED $            FEE       DECEMBER            FEE

NMS                0.267%        0.0222%       $545,332        $121.13


CALCULATION OF AVERAGE # UNITS OUTSTANDING FOR DECEMBER, 1996 ("c" ABOVE)

                 11/29/96       12/31/96        AVERAGE
FUND              # UNITS        # UNITS    # UNITS O/S

NMS            42,785.520     52,792.181     47,788.851


Note: Average # Units Outstanding = (Ending # Units O/S + Beginning # Units
      O/S) / 2

               UNIT VALUE     UNIT VALUE
FUND             11/29/96       12/31/96

NMS             11.379087      11.437367


<PAGE>

<TABLE>
<CAPTION>

<S>     <C>             <C>          <C>     <C>            <C>            <C>            <C>          <C>

FUND:  FEI                          VIPF EQUITY INCOME PORTFOLIO

ASSUMPTIONS:
        Contract Fee                     $30
        Avg Contract Fee per $         0.27%
        M&E and Admin Charge           1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                21.24%
        Total Return incl M&E               19.20% [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  18.82% [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1  

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,192.04      $1,188.23      100.00       31-Dec-96


                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,188.23    $1,134.23     $1,102.67
                                    Total Return Inception        21.24%           18.82%       13.42%        10.27%
                                    Average Annual Return         17.41%           15.46%       11.07%         8.49%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                14.28%
        Total Return incl M&E               12.68%
        Total Return incl M&E and Cont Fee  12.38%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,126.80      $1,123.80      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,123.80    $1,069.80     $1,042.88
                                    Total Return 1 Year           14.28%           12.38%        6.98%         4.29%
                                    Average Annual Return         14.28%           12.38%        6.98%         4.29%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                171.02%
        Total Return incl M&E               120.10%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  111.59%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Apr-82        $1,000       10.00     100.00       $2,200.97      $2,115.94      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $2,115.94    $2,115.94     $2,115.94
                                    Total Return Inception       171.02%          111.59%      111.59%       111.59%
                                    Average Annual Return          6.99%            5.21%        5.21%         5.21%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                78.38%
        Total Return incl M&E               54.92%
        Total Return incl M&E and Cont Fee  50.84%


        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00       $1,549.23      $1,508.43      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,508.43    $1,508.43     $1,494.85
                                    Total Return 10 Years         78.38%           50.84%       50.84%        49.48%
                                    Average Annual Return          5.96%            4.20%        4.20%         4.10%
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                24.78%
        Total Return incl M&E               16.29%
        Total Return incl M&E and Cont Fee  14.75%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $1,162.87      $1,147.45      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,147.45    $1,111.45     $1,085.49
                                    Total Return 5 Years          24.78%           14.75%       11.15%         8.55%
                                    Average Annual Return          4.53%            2.79%        2.14%         1.65%
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                16.34%
        Total Return incl M&E               11.52%
        Total Return incl M&E and Cont Fee  10.63%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,115.22      $1,106.32      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,106.32    $1,061.32     $1,026.67
                                    Total Return 5 Years          16.34%           10.63%        6.13%         2.67%
                                    Average Annual Return          5.17%            3.43%        2.00%         0.88%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                5.41%
        Total Return incl M&E               3.93%
        Total Return incl M&E and Cont Fee  3.66%


        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,039.34      $1,036.57      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,036.57      $982.57       $961.94
                                    Total Return 1 Year            5.41%            3.66%       -1.74%        -3.81%
                                    Average Annual Return          5.41%            3.66%       -1.74%        -3.81%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                NA
        Total Return incl M&E               NA  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  NA  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1     

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       NA             NA             100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return Yr to Date           NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  FGP                          VIPF GROWTH PORTFOLIO

ASSUMPTIONS:
        Contract Fee                     $30
        Avg Contract Fee per $         0.27%
        M&E and Admin Charge           1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                11.50%
        Total Return incl M&E                9.63%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   9.27%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,096.25      $1,092.75      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,092.75    $1,038.75     $1,014.07
                                    Total Return Inception        11.50%            9.27%        3.87%         1.41%
                                    Average Annual Return          9.49%            7.67%        3.22%         1.17%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                14.71%
        Total Return incl M&E               13.10%
        Total Return incl M&E and Cont Fee  12.80%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,131.04      $1,128.03      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,128.03    $1,074.03     $1,046.81
                                    Total Return 1 Year           14.71%           12.80%        7.40%         4.68%
                                    Average Annual Return         14.71%           12.80%        7.40%         4.68%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                263.01%
        Total Return incl M&E               214.23%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  205.76%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        9-Oct-86        $1,000       10.00     100.00       $3,142.28      $3,057.60      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $3,057.60    $3,057.60     $3,057.60
                                    Total Return Inception       263.01%          205.76%      205.76%       205.76%
                                    Average Annual Return         13.42%           11.54%       11.54%        11.54%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                262.28%
        Total Return incl M&E               214.64%
        Total Return incl M&E and Cont Fee  206.35%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00       $3,146.40      $3,063.53      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $3,063.53    $3,063.53     $3,035.96
                                    Total Return 10 Years        262.28%          206.35%      206.35%       203.60%
                                    Average Annual Return         13.74%           11.85%       11.85%        11.75%
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                128.56%
        Total Return incl M&E               113.00%
        Total Return incl M&E and Cont Fee  110.18%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $2,130.03      $2,101.79      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $2,101.79    $2,065.79     $1,988.29
                                    Total Return 5 Years         128.56%          110.18%      106.58%        98.83%
                                    Average Annual Return         17.98%           16.02%       15.62%        14.74%
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                65.30%
        Total Return incl M&E               58.45%
        Total Return incl M&E and Cont Fee  57.19%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,584.54      $1,571.90      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,571.90    $1,526.90     $1,458.73
                                    Total Return 5 Years          65.30%           57.19%       52.69%        45.87%
                                    Average Annual Return         18.24%           16.27%       15.15%        13.41%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                14.28%
        Total Return incl M&E               12.68%
        Total Return incl M&E and Cont Fee  12.38%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,126.80      $1,123.80      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,123.80    $1,069.80     $1,042.88
                                    Total Return 1 Year           14.28%           12.38%        6.98%         4.29%
                                    Average Annual Return         14.28%           12.38%        6.98%         4.29%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                14.28%
        Total Return incl M&E               12.68%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  12.38%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,126.80      $1,123.80      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,123.80    $1,069.80     $1,042.88
                                    Total Return Yr to Date       14.28%           12.38%        6.98%         4.29%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  FOS                          VIPF OVERSEAS PORTFOLIO

ASSUMPTIONS:
        Contract Fee                   $30
        Avg Contract Fee per $       0.27%
        M&E and Admin Charge         1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                16.15%
        Total Return incl M&E               14.20%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  13.83%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,142.00      $1,138.35      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,138.35    $1,084.35     $1,056.39
                                    Total Return Inception        16.15%           13.83%        8.43%         5.64%
                                    Average Annual Return         13.29%           11.40%        6.98%         4.68%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                13.15%
        Total Return incl M&E               11.57%
        Total Return incl M&E and Cont Fee  11.27%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,115.66      $1,112.69      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,112.69    $1,058.69     $1,032.57
                                    Total Return 1 Year           13.15%           11.27%        5.87%         3.26%
                                    Average Annual Return         13.15%           11.27%        5.87%         3.26%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                311.23%
        Total Return incl M&E               255.97%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  246.38%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        9-Oct-86        $1,000       10.00     100.00       $3,559.68      $3,463.75      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $3,463.75    $3,463.75     $3,463.75
                                    Total Return Inception       311.23%          246.38%      246.38%       246.38%
                                    Average Annual Return         14.81%           12.90%       12.90%        12.90%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                310.00%
        Total Return incl M&E               256.08%
        Total Return incl M&E and Cont Fee  246.71%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00       $3,560.84      $3,467.06      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $3,467.06    $3,467.06     $3,435.86
                                    Total Return 10 Years        310.00%          246.71%      246.71%       243.59%
                                    Average Annual Return         15.15%           13.24%       13.24%        13.14%
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                102.58%
        Total Return incl M&E                88.79%
        Total Return incl M&E and Cont Fee   86.29%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $1,887.91      $1,862.88      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,862.88    $1,826.88     $1,762.29
                                    Total Return 5 Years         102.58%           86.29%       82.69%        76.23%
                                    Average Annual Return         15.16%           13.25%       12.81%        12.00%
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                55.24%
        Total Return incl M&E               48.81%
        Total Return incl M&E and Cont Fee  47.62%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,488.11      $1,476.24      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,476.24    $1,431.24     $1,369.95
                                    Total Return 5 Years          55.24%           47.62%       43.12%        37.00%
                                    Average Annual Return         15.79%           13.86%       12.69%        11.06%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                14.71%
        Total Return incl M&E               13.10%
        Total Return incl M&E and Cont Fee  12.80%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,131.04      $1,128.03      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,128.03    $1,074.03     $1,046.81
                                    Total Return 1 Year           14.71%           12.80%        7.40%         4.68%
                                    Average Annual Return         14.71%           12.80%        7.40%         4.68%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                14.71%
        Total Return incl M&E               13.10%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  12.80%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,131.04      $1,128.03      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,128.03    $1,074.03     $1,046.81
                                    Total Return Yr to Date       14.71%           12.80%        7.40%         4.68%
                                    --------------------------------------------------------------------------------

<PAGE>

FUND:  FAM                          VIPF II ASSET MANAGER PORTFOLIO

ASSUMPTIONS:
        Contract Fee                     $30
        Avg Contract Fee per $         0.27%
        M&E and Admin Charge           1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                19.05%
        Total Return incl M&E               17.05%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  16.68%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,170.55      $1,166.80      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,166.80    $1,112.80     $1,082.79
                                    Total Return Inception        19.05%           16.68%       11.28%         8.28%
                                    Average Annual Return         15.64%           13.72%        9.32%         6.85%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                14.60%
        Total Return incl M&E               13.00%
        Total Return incl M&E and Cont Fee  12.69%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,129.96      $1,126.94      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,126.94    $1,072.94     $1,045.80
                                    Total Return 1 Year           14.60%           12.69%        7.29%         4.58%
                                    Average Annual Return         14.60%           12.69%        7.29%         4.58%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                112.54%
        Total Return incl M&E               84.77%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  79.94%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        28-Jan-87       $1,000       10.00     100.00       $1,847.69      $1,799.36      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,799.36    $1,799.36     $1,783.16
                                    Total Return Inception       112.54%           79.94%       79.94%        78.32%
                                    Average Annual Return          7.89%            6.09%        6.09%         6.00%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00       NA             NA             100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                54.89%
        Total Return incl M&E               44.35%
        Total Return incl M&E and Cont Fee  42.43%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $1,443.47      $1,424.34      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,424.34    $1,388.34     $1,347.42
                                    Total Return 5 Years          54.89%           42.43%       38.83%        34.74%
                                    Average Annual Return          9.15%            7.33%        6.78%         6.15%
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                26.31%
        Total Return incl M&E               21.08%
        Total Return incl M&E and Cont Fee  20.11%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,210.79      $1,201.13      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,201.13    $1,156.13     $1,114.65
                                    Total Return 5 Years          26.31%           20.11%       15.61%        11.47%
                                    Average Annual Return          8.10%            6.30%        4.95%         3.68%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                13.15%
        Total Return incl M&E               11.57%
        Total Return incl M&E and Cont Fee  11.27%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,115.66      $1,112.69      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,112.69    $1,058.69     $1,032.57
                                    Total Return 1 Year           13.15%           11.27%        5.87%         3.26%
                                    Average Annual Return         13.15%           11.27%        5.87%         3.26%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                13.15%
        Total Return incl M&E               11.57%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  11.27%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,115.66      $1,112.69      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,112.69    $1,058.69     $1,032.57
                                    Total Return Yr to Date       13.15%           11.27%        5.87%         3.26%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  FMG                          VIPF II ASSET MANAGER: GROWTH PORTFOLIO

ASSUMPTIONS:
        Contract Fee                     $30
        Avg Contract Fee per $         0.27%
        M&E and Admin Charge           1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                23.26%
        Total Return incl M&E               21.20%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  20.81%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,211.96      $1,208.08      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,208.08    $1,154.08     $1,121.10
                                    Total Return Inception        23.26%           20.81%       15.41%        12.11%
                                    Average Annual Return         19.04%           17.06%       12.68%         9.99%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                20.04%
        Total Return incl M&E               18.36%
        Total Return incl M&E and Cont Fee  18.04%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,183.59      $1,180.44      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,180.44    $1,126.44     $1,095.45
                                    Total Return 1 Year           20.04%           18.04%       12.64%         9.54%
                                    Average Annual Return         20.04%           18.04%       12.64%         9.54%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                124.77%
        Total Return incl M&E               102.72%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  98.80%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1 

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        6-Sep-89        $1,000       10.00     100.00       $2,027.20      $1,987.96      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,987.96    $1,987.96     $1,934.29
                                    Total Return Inception       124.77%           98.80%       98.80%        93.43%
                                    Average Annual Return         11.69%            9.84%        9.84%         9.43%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00       NA             NA             100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                70.47%
        Total Return incl M&E               58.87%
        Total Return incl M&E and Cont Fee  56.76%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $1,588.67      $1,567.61      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,567.61    $1,531.61     $1,482.95
                                    Total Return 5 Years          70.47%           56.76%       53.16%        48.30%
                                    Average Annual Return         11.26%            9.41%        8.90%         8.20%
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                25.87%
        Total Return incl M&E               20.66%
        Total Return incl M&E and Cont Fee  19.69%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,206.57      $1,196.95      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,196.95    $1,151.95     $1,110.77
                                    Total Return 5 Years          25.87%           19.69%       15.19%        11.08%
                                    Average Annual Return          7.97%            6.18%        4.83%         3.56%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                14.60%
        Total Return incl M&E               13.00%
        Total Return incl M&E and Cont Fee  12.69%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,129.96       $1,126.94     100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------  --------------    ---------     --------
                                    Ending Value                      NA        $1,126.94    $1,072.94   $1,045.80
                                    Total Return 1 Year           14.60%           12.69%        7.29%       4.58%
                                    Average Annual Return         14.60%           12.69%        7.29%       4.58%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                14.60%
        Total Return incl M&E               13.00%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  12.69%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

         1-Jan-96       $1,000        10.00     100.00      $1,129.96      $1,126.94       100.00     31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,126.94    $1,072.94     $1,045.80
                                    Total Return Yr to Date       14.60%           12.69%        7.29%         4.58%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  FCF                          VIPF II CONTRAFUND PORTFOLIO

ASSUMPTIONS:
        Contract Fee                          $30
        Avg Contract Fee per $              0.27%
        M&E and Admin Charge                1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                23.54%
        Total Return incl M&E               21.47%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  21.08%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00      100.00      $1,214.65       $1,210.77      100.00     31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,210.77    $1,156.77     $1,123.59
                                    Total Return Inception        23.54%           21.08%       15.68%        12.36%
                                    Average Annual Return         19.26%           17.28%       12.90%        10.20%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                21.22%
        Total Return incl M&E               19.52%
        Total Return incl M&E and Cont Fee  19.20%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00      $1,195.23       $1,192.04       100.00    31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA       $1,192.04     $1,138.04     $1,106.22
                                    Total Return 1 Year           21.22%           19.20%       13.80%        10.62%
                                    Average Annual Return         21.22%           19.20%       13.80%        10.62%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                47.67%
        Total Return incl M&E               43.58%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  42.81%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        3-Jan-95        $1,000       10.00      100.00      $1,435.75       $1,428.13      100.00     31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,428.13    $1,374.13     $1,325.30
                                    Total Return Inception        47.67%           42.81%       37.41%        32.53%
                                    Average Annual Return         21.58%           19.56%       17.27%        15.17%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87       $1,000         10.00     100.00          NA             NA         100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000        10.00     100.00          NA             NA          100.00     31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

       1-Jan-94        $1,000        10.00      100.00          NA             NA          100.00     31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                20.04%
        Total Return incl M&E               18.36%
        Total Return incl M&E and Cont Fee  18.04%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00      100.00       $1,183.59      $1,180.44      100.00     31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,180.44    $1,126.44     $1,095.45
                                    Total Return 1 Year           20.04%           18.04%       12.64%         9.54%
                                    Average Annual Return         20.04%           18.04%       12.64%         9.54%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                20.04%
        Total Return incl M&E               18.36%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  18.04%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

         1-Jan-96       $1,000       10.00     100.00        $1,183.59     $1,180.44       100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,180.44    $1,126.44     $1,095.45
                                    Total Return Yr t             20.04%           18.04%       12.64%         9.54%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  FIN                          VIPF II INDEX 500 PORTFOLIO

ASSUMPTIONS:
        Contract Fee                          $30
        Avg Contract Fee per $              0.27%
        M&E and Admin Charge                1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                29.24%
        Total Return incl M&E               27.07%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  26.67%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,270.74      $1,266.68       100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,266.68    $1,212.68     $1,175.48
                                    Total Return Inception        29.24%           26.67%       21.27%        17.55%
                                    Average Annual Return         23.83%           21.77%       17.43%        14.42%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                22.82%
        Total Return incl M&E               21.10%
        Total Return incl M&E and Cont Fee  20.78%

        BEGINNING                                           CONTRACT       
LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

         1-Jan-96       $1,000       10.00     100.00        $1,211.01     1,207.78       100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,207.78    $1,153.78     $1,120.82
                                    Total Return 1 Year           22.82%           20.78%       15.38%        12.08%
                                    Average Annual Return         22.82%           20.78%       15.38%        12.08%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                69.37%
        Total Return incl M&E               64.67%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  63.80%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

       3-Jan-95        $1,000       10.00       100.00      $1,646.74      $1,637.99       100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,637.99    $1,583.99     $1,520.06
                                    Total Return Inception        69.37%           63.80%       58.40%        52.01%
                                    Average Annual Return         30.24%           28.07%       25.94%        23.36%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00         NA            NA            100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00         NA             NA           100.00        31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00      100.00       NA            NA             100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                21.22%
        Total Return incl M&E               19.52%
        Total Return incl M&E and Cont Fee  19.20%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,195.23       $1,192.04      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,192.04    $1,138.04     $1,106.22
                                    Total Return 1 Year           21.22%           19.20%       13.80%        10.62%
                                    Average Annual Return         21.22%           19.20%       13.80%        10.62%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                21.22%
        Total Return incl M&E               19.52%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  19.20%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,195.23       $1,192.04      100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,192.04    $1,138.04     $1,106.22
                                    Total Return Yr to Date       21.22%           19.20%        3.80%        10.62%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  NIG                          NORTHSTAR INCOME AND GROWTH FUND

ASSUMPTIONS:
        Contract Fee                          $30
        Avg Contract Fee per $              0.27%
        M&E and Admin Charge                1.40%


SINCE FUND INCEPTION:
        Total Return of Fund                18.16%
        Total Return incl M&E               16.18%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  15.81%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000      10.00      100.00       $1,161.77      $1,158.05       100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,158.05    $1,104.05     $1,074.67
                                    Total Return Inception        18.16%           15.81%       10.41%         7.47%
                                    Average Annual Return         14.92%           13.01%       8.60%          6.18%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                13.61%
        Total Return incl M&E               12.02%
        Total Return incl M&E and Cont Fee  11.72%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

       1-Jan-96        $1,000        10.00     100.00       $1,120.19      $1,117.21      100.00        31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,117.21    $1,063.21     $1,036.77
                                    Total Return 1 Year           13.61%           11.72%        6.32%         3.68%
                                    Average Annual Return         13.61%           11.72%        6.32%         3.68%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                98.62%
        Total Return incl M&E               86.81%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee  84.65%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        27-Aug-92       $1,000       10.00     100.00       $1,868.10       $1,846.55     100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,846.55    $1,810.55     $1,746.83
                                    Total Return Inception        98.62%           84.65%       81.05%        74.68%
                                    Average Annual Return         17.10%           15.15%       14.63%        13.69%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00       NA             NA             100.00        31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                NA
        Total Return incl M&E               NA
        Total Return incl M&E and Cont Fee  NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00        NA             NA             100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                70.25%
        Total Return incl M&E               63.20%
        Total Return incl M&E and Cont Fee  61.90%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,631.99      $1,618.98      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,618.98    $1,573.98     $1,502.41
                                    Total Return 5 Years          70.25%           61.90%       57.40%        50.24%
                                    Average Annual Return         19.41%           17.42%       16.32%        14.53%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 22.82%
        Total Return incl M&E                21.10%
        Total Return incl M&E and Cont Fee   20.78%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00      100.00      $1,211.01      $1,207.78       100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA      $1,207.78      $1,153.78     $1,120.82
                                    Total Return 1 Year           22.82%         20.78%         15.38%        12.08%
                                    Average Annual Return         22.82%         20.78%         15.38%        12.08%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 22.82%
        Total Return incl M&E                21.10%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   20.78%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

          1-Jan-96       $1,000      10.00      100.00     $1,211.01        $1,207.78      100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA      $1,207.78      $1,153.78     $1,120.82
                                    Total Return Yr to Date       22.82%         20.78%         15.38%        12.08%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  NGF                          NORTHSTAR GROWTH PORTFOLIO

ASSUMPTIONS:
        Contract Fee                    $30
        Avg Contract Fee per $        0.27%
        M&E and Admin Charge          1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                 26.20%
        Total Return incl M&E                24.09%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   23.69%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95        $1,000      10.00      100.00      $1,240.87      $1,236.90      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,236.90    $1,182.90     $1,147.84
                                    Total Return Inception        26.20%           23.69%       18.29%        14.78%
                                    Average Annual Return         21.40%           19.38%       15.02%        12.18%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                 22.99%
        Total Return incl M&E                21.27%
        Total Return incl M&E and Cont Fee   20.94%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,212.68      $1,209.45      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,209.45    $1,155.45     $1,122.37
                                    Total Return 1 Year           22.99%           20.94%       15.54%        12.24%
                                    Average Annual Return         22.99%           20.94%       15.54%        12.24%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                 40.55%
        Total Return incl M&E                35.38%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   34.42%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        6-May-94        $1,000       10.00     100.00       $1,353.81      $1,344.24      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,344.24    $1,299.24     $1,247.46
                                    Total Return Inception        40.55%           34.42%       29.92%        24.75%
                                    Average Annual Return         13.67%           11.78%       10.35%         8.68%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 13.61%
        Total Return incl M&E                12.02%
        Total Return incl M&E and Cont Fee   11.72%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,120.19      $1,117.21      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,117.21    $1,063.21     $1,036.77
                                    Total Return 1 Year           13.61%           11.72%        6.32%         3.68%
                                    Average Annual Return         13.61%           11.72%        6.32%         3.68%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 13.61%
        Total Return incl M&E                12.02%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   11.72%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,120.19      $1,117.21      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,117.21    $1,063.21     $1,036.77
                                    Total Return Yr to Date       13.61%           11.72%        6.32%         3.68%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  NMS                          NORTHSTAR MULTI-SECTOR BOND PORTFOLIO

ASSUMPTIONS:
        Contract Fee                    $30
        Avg Contract Fee per $        0.27%
        M&E and Admin Charge          1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                 16.47%
        Total Return incl M&E                14.51%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   14.15%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,145.13      $1,141.47      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,141.47    $1,087.47     $1,059.28
                                    Total Return Inception        16.47%           14.15%        8.75%         5.93%
                                    Average Annual Return         13.55%           11.66%        7.24%         4.92%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                 12.53%
        Total Return incl M&E                10.95%
        Total Return incl M&E and Cont Fee   10.66%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,109.55      $1,106.59      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,106.59    $1,052.59     $1,026.91
                                    Total Return 1 Year           12.53%           10.66%        5.26%         2.69%
                                    Average Annual Return         12.53%           10.66%        5.26%         2.69%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                 58.79%
        Total Return incl M&E                52.95%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   51.87%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        6-May-94        $1,000       10.00     100.00       $1,529.50      $1,518.69      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,518.69    $1,473.69     $1,409.35
                                    Total Return Inception        58.79%           51.87%       47.37%        40.93%
                                    Average Annual Return         19.01%           17.03%       15.71%        13.78%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00          NA              NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 22.99%
        Total Return incl M&E                21.27%
        Total Return incl M&E and Cont Fee   20.94%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,212.68      $1,209.45      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,209.45    $1,155.45     $1,122.37
                                    Total Return 1 Year           22.99%           20.94%       15.54%        12.24%
                                    Average Annual Return         22.99%           20.94%       15.54%        12.24%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 22.99%
        Total Return incl M&E                21.27%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   20.94%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,212.68      $1,209.45      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,209.45    $1,155.45     $1,122.37
                                    Total Return Yr to Date       22.99%           20.94%       15.54%        12.24%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  ASC                          ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO

ASSUMPTIONS:
        Contract Fee                   $30
        Avg Contract Fee per $       0.27%
        M&E and Admin Charge         1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                 .31%
        Total Return incl M&E                -1.37%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   -1.68%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $986.32        $983.16        100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA          $983.16      $929.16       $912.38
                                    Total Return Inception         0.31%           -1.68%       -7.08%        -8.76%
                                    Average Annual Return          0.26%           -1.41%       -5.94%        -7.36%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                 4.18%
        Total Return incl M&E                2.72%
        Total Return incl M&E and Cont Fee   2.45%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,027.21      $1,024.48      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,024.48      $970.48       $950.71
                                    Total Return 1 Year            4.18%            2.45%       -2.95%        -4.93%
                                    Average Annual Return          4.18%            2.45%       -2.95%        -4.93%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                 31.20%
        Total Return incl M&E                26.38%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   25.48%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        6-May-94        $1,000       10.00     100.00       $1,263.75      $1,254.82      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,254.82    $1,209.82     $1,164.47
                                    Total Return Inception        31.20%           25.48%       20.98%        16.45%
                                    Average Annual Return         10.76%            8.92%        7.43%         5.90%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00           NA              NA         100.00      31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00           NA              NA        100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 12.53%
        Total Return incl M&E                10.95%
        Total Return incl M&E and Cont Fee   10.66%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,109.55      $1,106.59      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,106.59    $1,052.59     $1,026.91
                                    Total Return 1 Year           12.53%           10.66%        5.26%         2.69%
                                    Average Annual Return         12.53%           10.66%        5.26%         2.69%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 12.53%
        Total Return incl M&E                10.95%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   10.66%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,109.55      $1,106.59      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,106.59    $1,052.59     $1,026.91
                                    Total Return Yr to Date       12.53%           10.66%        5.26%         2.69%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  AGR                          ALGER AMERICAN GROWTH PORTFOLIO

ASSUMPTIONS:
        Contract Fee                  $30
        Avg Contract Fee per $      0.27%
        M&E and Admin Charge        1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                 12.48%
        Total Return incl M&E                10.60%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   10.24%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,105.96      $1,102.42      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,102.42    $1,048.42     $1,023.05
                                    Total Return Inception        12.48%           10.24%        4.84%         2.30%
                                    Average Annual Return         10.30%            8.46%        4.02%         1.92%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                 13.35%
        Total Return incl M&E                11.76%
        Total Return incl M&E and Cont Fee   11.47%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,117.63      $1,114.65      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,114.65    $1,060.65     $1,034.40
                                    Total Return 1 Year           13.35%           11.47%        6.07%         3.44%
                                    Average Annual Return         13.35%           11.47%        6.07%         3.44%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                 359.16%
        Total Return incl M&E                308.56%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   299.62%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        21-Sep-88       $1,000       10.00     100.00       $4,085.56      $3,996.24      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $3,996.24    $3,996.24     $3,924.30
                                    Total Return Inception       359.16%          299.62%      299.62%       292.43%
                                    Average Annual Return         20.21%           18.21%       18.21%        17.95%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     68.64%
        Total Return incl M&E                    57.16%
        Total Return incl M&E and Cont Fee       55.08%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $1,571.61      $1,550.78      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,550.78    $1,514.78     $1,467.04
                                    Total Return 5 Years          68.64%           55.08%       51.48%        46.70%
                                    Average Annual Return         11.02%            9.17%        8.66%         7.97%
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                     43.76%
        Total Return incl M&E                    37.81%
        Total Return incl M&E and Cont Fee       36.71%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,378.06      $1,367.07      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,367.07    $1,322.07     $1,268.64
                                    Total Return 5 Years          43.76%           36.71%       32.21%        26.86%
                                    Average Annual Return         12.86%           10.98%        9.75%         8.25%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 4.18%
        Total Return incl M&E                2.72%
        Total Return incl M&E and Cont Fee   2.45%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,027.21      $1,024.48      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,024.48      $970.48        950.71
                                    Total Return 1 Year            4.18%            2.45%       -2.95%        -4.93%
                                    Average Annual Return          4.18%            2.45%       -2.95%        -4.93%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 4.18%
        Total Return incl M&E                2.72%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   2.45%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,027.21      $1,024.48      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,024.48      $970.48       $950.71
                                    Total Return Yr to Date        4.18%            2.45%       -2.95%        -4.93%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  AMG                          ALGER AMERICAN MIDCAP GROWTH PORTFOLIO

ASSUMPTIONS:
        Contract Fee                  $30
        Avg Contract Fee per $      0.27%
        M&E and Admin Charge        1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                 53.58%
        Total Return incl M&E                51.00%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   50.52%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,510.04      $1,505.21      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,505.21    $1,451.21     $1,396.84
                                    Total Return Inception        53.58%           50.52%       45.12%        39.68%
                                    Average Annual Return         42.98%           40.60%       36.39%        32.12%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                 11.90%
        Total Return incl M&E                10.33%
        Total Return incl M&E and Cont Fee   10.04%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,103.33      $1,100.39      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,100.39    $1,046.39     $1,021.16
                                    Total Return 1 Year           11.90%           10.04%        4.64%         2.12%
                                    Average Annual Return         11.90%           10.04%        4.64%         2.12%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                 291.53%
        Total Return incl M&E                249.86%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   242.49%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        9-Jan-89        $1,000       10.00     100.00       $3,498.63      $3,424.89      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $3,424.89    $3,424.89     $3,332.42
                                    Total Return Inception       291.53%          242.49%      242.49%       233.24%
                                    Average Annual Return         18.65%           16.68%       16.68%        16.28%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        -Jan-87         $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     115.81%
        Total Return incl M&E                    101.12%
        Total Return incl M&E and Cont Fee       98.45%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00       $2,011.20      $1,984.54      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,984.54    $1,948.54     $1,877.38
                                    Total Return 5 Years         115.81%           98.45%       94.85%        87.74%
                                    Average Annual Return         16.63%           14.69%       14.27%        13.43%
                                    --------------------------------------------------------------------------------
OVER 3 YEARS:
        Total Return of Fund                     56.81%
        Total Return incl M&E                    50.32%
        Total Return incl M&E and Cont Fee       49.12%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,503.16      $1,491.17      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,491.17    $1,446.17     $1,383.81
                                    Total Return 5 Years          56.81%           49.12%       44.62%        38.38%
                                    Average Annual Return         16.18%           14.25%       13.09%        11.44%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 13.35%
        Total Return incl M&E                11.76%
        Total Return incl M&E and Cont Fee   11.47%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,117.63      $1,114.65      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,114.65    $1,060.65     $1,034.40
                                    Total Return 1 Year           13.35%           11.47%        6.07%         3.44%
                                    Average Annual Return         13.35%           11.47%        6.07%         3.44%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 13.35%
        Total Return incl M&E                11.76%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   11.47%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,117.63      $1,114.65      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                     NA         $1,114.65    $1,060.65     $1,034.40
                                    Total Return Yr to Date       13.35%           11.47%        6.07%         3.44%
                                    --------------------------------------------------------------------------------


<PAGE>

FUND:  ALA                          ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

ASSUMPTIONS:
        Contract Fee                   $30
        Avg Contract Fee per $       0.27%
        M&E and Admin Charge         1.40%


SINCE SUB-ACCOUNT INCEPTION:
        Total Return of Fund                 13.28%
        Total Return incl M&E                11.38%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   11.02%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        20-Oct-95       $1,000       10.00     100.00       $1,113.77      $1,110.21      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,110.21    $1,056.21     $1,030.27
                                    Total Return Inception        13.28%           11.02%        5.62%         3.03%
                                    Average Annual Return         10.95%            9.10%        4.66%         2.52%
                                    --------------------------------------------------------------------------------

OVER 1 YEAR:
        Total Return of Fund                 12.04%
        Total Return incl M&E                10.47%
        Total Return incl M&E and Cont Fee   10.18%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,104.71      $1,101.77      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,101.77    $1,047.77     $1,022.44
                                    Total Return 1 Year           12.04%           10.18%        4.78%         2.24%
                                    Average Annual Return         12.04%           10.18%        4.78%         2.24%
                                    --------------------------------------------------------------------------------

SINCE FUND INCEPTION:
        Total Return of Fund                 120.68%
        Total Return incl M&E                109.56%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   07.52%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        3-May-93        $1,000       10.00     100.00       $2,095.64      $2,075.24      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $2,075.24    $2,030.24     $1,944.50
                                    Total Return Inception       120.68%          107.52%      103.02%        94.45%
                                    Average Annual Return         24.10%           22.04%       21.31%        19.89%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                     59.14%
        Total Return incl M&E                    52.55%
        Total Return incl M&E and Cont Fee       51.33%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00       $1,525.49      $1,513.33      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,513.33    $1,468.33     $1,404.37
                                    Total Return 5 Years          59.14%           51.33%       46.83%        40.44%
                                    Average Annual Return         16.75%           14.81%       13.66%        11.99%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 11.90%
        Total Return incl M&E                10.33%
        Total Return incl M&E and Cont Fee   0.04%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,103.33      $1,100.39      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,100.39    $1,046.39     $1,021.16
                                    Total Return 1 Year           11.90%           10.04%        4.64%         2.12%
                                    Average Annual Return         11.90%           10.04%        4.64%         2.12%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 11.90%
        Total Return incl M&E                10.33%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   0.04%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,103.33      $1,100.39      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,100.39    $1,046.39     $1,021.16
                                    Total Return Yr to Date       11.90%           10.04%        4.64%         2.12%
                                    --------------------------------------------------------------------------------


<PAGE>

SINCE FUND INCEPTION:
        Total Return of Fund                 95.29%
        Total Return incl M&E                90.04%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   89.06%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        25-Jan-95       $1,000       10.00     100.00      $1,900.36       $1,890.58      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,890.58    $1,836.58     $1,754.46
                                    Total Return Inception        95.29%           89.06%       83.66%        75.45%
                                    Average Annual Return         41.35%           38.99%       36.93%        33.73%
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 10 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-87        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 10 Years             NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 5 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-92        $1,000       10.00     100.00           NA             NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------

OVER 3 YEARS:
        Total Return of Fund                     NA
        Total Return incl M&E                    NA
        Total Return incl M&E and Cont Fee       NA

        BEGINNING                                           CONTRACT       
LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-94        $1,000       10.00     100.00          NA              NA         100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA               NA           NA            NA
                                    Total Return 5 Years              NA               NA           NA            NA
                                    Average Annual Return             NA               NA           NA            NA
                                    --------------------------------------------------------------------------------


<PAGE>

OVER 1 YEAR:
        Total Return of Fund                 12.04%
        Total Return incl M&E                10.47%
        Total Return incl M&E and Cont Fee    0.18%

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00      $1,104.71       $1,101.77      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,101.77    $1,047.77     $1,022.44
                                    Total Return 1 Year           12.04%           10.18%        4.78%         2.24%
                                    Average Annual Return         12.04%           10.18%        4.78%         2.24%
                                    --------------------------------------------------------------------------------

YEAR TO DATE:
        Total Return of Fund                 12.04%
        Total Return incl M&E                10.47%  [(1+TOTAL RETURN)*((1-M&E)^(# days/365))]-1
        Total Return incl M&E and Cont Fee   10.18%  [(1+TOTAL RETURN incl M&E)*((1-Cont fee per $)^(# days/365))]-1

        BEGINNING                                           CONTRACT       LESS "AVG"     YEAREND      ENDING
          DATE          DEPOSIT      NQ UV     # UNITS        VALUE         CONT FEE       UNITS        DATE

        1-Jan-96        $1,000       10.00     100.00       $1,104.71      $1,101.77      100.00       31-Dec-96

                                                                                         ---------------------------
                                                                                               Less Surrender Charge
                                    --------------------------------------------------------------------------------
                                                                   Fund    Contract Value      T.S.           F.S.
                                                                  ------   --------------    ---------     ---------
                                    Ending Value                      NA        $1,101.77    $1,047.77     $1,022.44
                                    Total Return Yr to Date       12.04%           10.18%        4.78%         2.24%
                                    --------------------------------------------------------------------------------

</TABLE>


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