SEPARATE ACCOUNT ONE OF NORTHERN LIFE INSURANCE CO, 485BPOS, 2000-04-24

SEPARATE ACCOUNT ONE OF NORTHERN LIFE INSURANCE CO
485BPOS, 2000-04-24

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<PAGE> 1

FILE NO. 33-90474
811-9002

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION APRIL 24, 2000

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-4

<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 10 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 [X]
AMENDMENT NO. 11 [X]
</TABLE>

SEPARATE ACCOUNT ONE
(EXACT NAME OF REGISTRANT)

NORTHERN LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

1501 FOURTH AVENUE, SUITE 1000,
SEATTLE, WASHINGTON 98101-3620
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 292-1111

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

STEWART D. GREGG

NORTHERN LIFE INSURANCE COMPANY
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
(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 May 1, 2000, pursuant to paragraph (b) of Rule 485

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485

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

If appropriate, check the following box:

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

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

TITLE OF SECURITIES BEING REGISTERED: VARIABLE ANNUITY CONTRACTS
ISSUED BY A REGISTERED SEPARATE ACCOUNT
- --------------------------------------------------------------------------------
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<PAGE> 2

SEPARATE ACCOUNT ONE
CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
FORM N-4
ITEM NUMBER PART A HEADING IN PROSPECTUS
- ----------- ----------------------------
<C> <S>
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
</TABLE>

<TABLE>
<CAPTION>
PART B HEADING IN STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------------------------
<C> <S>
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
</TABLE>

<TABLE>
<CAPTION>
PART C HEADINGS
---------------
<C> <S>
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
</TABLE>
<PAGE> 3

MAY 1, 2000

NORTHERN LIFE

ADVANTAGE(SM) ANNUITY

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

PROFILE OF OUR INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACTS

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT FEATURES OF THE
CONTRACTS THAT YOU SHOULD KNOW AND CONSIDER BEFORE PURCHASING A CONTRACT. THE
CONTRACTS ARE MORE FULLY DESCRIBED IN THE PROSPECTUS WHICH ACCOMPANIES THIS
PROFILE. PLEASE READ THE PROSPECTUS CAREFULLY.

1. THE ANNUITY CONTRACT: The fixed and variable annuity contracts we are
offering are contracts between you, the owner, and us, Northern Life Insurance
Company (the "Company").

We offer five series of 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, a flexible premium
individual retirement annuity contract, and a flexible premium individual
deferred annuity contract for deferred compensation plans established under
Section 457 of the Code ("Flex Series"). The Retail Series Contracts include a
flexible premium individual deferred tax sheltered annuity contract, a flexible
premium individual retirement annuity contract, and a flexible premium
individual deferred annuity contract for deferred compensation plans established
under Section 457 of the Code ("Retail Series"). The Plus Series Contracts
include a flexible premium individual deferred tax sheltered annuity contract, a
flexible premium individual retirement annuity contract, and a flexible premium
individual deferred annuity contract for deferred compensation plans established
under Section 457 of the Code ("Plus Series"). The RIA Series Contracts include
a flexible premium individual deferred tax sheltered annuity contract, a
flexible premium individual retirement annuity contract, and a flexible premium
individual deferred annuity contract for deferred compensation plans established
under Section 457 of the Code ("RIA Series"). Only the Transfer Series and Flex
Series Contracts are offered through this Profile and the accompanying
Prospectus.

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 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.

The Contracts provide a means for selecting one or more investment funds
("Investment Funds" or "Funds") on a tax-deferred basis. The Contracts are
intended for retirement savings or other long-term investment purposes and
provide for a death benefit and guaranteed income options.

Through the Variable Account, the Contracts offer up to 32 investment
options from which you can choose up to 16 over the lifetime of the Contract.
The returns on these investment options are not guaranteed and possibly you can
lose money. Currently, there is a $25 charge for each transfer in excess of 24
transfers per Contract Year.

The Contracts also offer three Fixed Accounts. These Fixed Accounts have an
interest rate that is set periodically by the Company. The minimum rate is the
guaranteed rate. While your money is in a fixed account, the interest you earn
and your principal is guaranteed by the Company.

i
<PAGE> 4

The Contracts have two phases: the accumulation phase and the income or
payout phase. During the accumulation phase, earnings accumulate on a
tax-deferred basis and are not taxed as income until you make a withdrawal. The
amounts accumulated during the accumulation phase will determine the amount of
annuity payments. The income phase occurs when you begin receiving regular
annuity payments from your contract on the annuity commencement date.

2. ANNUITY PAYMENTS (THE INCOME PHASE): If you want to receive regular income
from your annuity, you can choose one of three options: (1) monthly payments for
your life (assuming you are the annuitant); (2) monthly payments for your life,
but with payments continuing to the beneficiary for 10 years if you die before
the end of the selected period; and (3) monthly payments for your life and for
the life of another person (usually your spouse) selected by you. Once you begin
receiving regular annuity payments, you cannot change your payment plan.

During the income phase, you have the same investment options you had
during the accumulation phase. You can choose to have annuity payments come from
Fixed Account A or B, the Variable Account or any combination of these. If you
choose to have any part of your annuity payments come from the Variable Account,
the dollar amount of your annuity payments may go up or down.

3. PURCHASE: The minimum amount the Company will accept as an initial purchase
payment is $15,000 for Transfer Series Contracts and $50 for Flex Series
Contracts. The Company may choose not to accept any subsequent purchase payment
for a Transfer Series Contract if it is less than $5,000 and for a Flex Series
Contract if it is less than $50. The Company may choose not to accept any
subsequent purchase payments if the additional payments, when added to the
Contract Value at the next Valuation Date, would exceed $1,000,000.

4. INVESTMENT OPTIONS: You can put your money in up to 16 of these 32 investment
options which are described in the prospectuses for the Funds. You do not have
to choose your investment options in advance, but upon participation in the
sixteenth Fund you would only be able to transfer within the 16 already utilized
and which are still available.

<TABLE>
<CAPTION>
FIDELITY FIDELITY
AIM VARIABLE THE ALGER VARIABLE INSURANCE VARIABLE INSURANCE
INSURANCE FUNDS AMERICAN FUND PRODUCTS FUND PRODUCTS FUND II
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
AIM V.I. Dent Demographic Alger American Growth VIP Equity-Income Portfolio VIP II Asset Manager:
Trends Fund Portfolio VIP Growth Portfolio Growth Portfolio
Alger American Leveraged VIP Money Market Portfolio VIP II Contrafund(R)
AllCap Portfolio Portfolio
Alger American MidCap VIP II Index 500
Growth Portfolio Portfolio
Alger American Small VIP II Investment Grade
Capitalization Portfolio Bond Portfolio

<CAPTION>
FIDELITY VARIABLE INSURANCE
PRODUCTS FUND III
---------------------------
<S> <C>
VIP III Growth
Opportunities
Portfolio
</TABLE>

<TABLE>
NEUBERGER BERMAN PILGRIM VARIABLE
JANUS ASPEN SERIES ADVISERS MANAGEMENT TRUST OCC ACCUMULATION TRUST PRODUCTS TRUST
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
Aggressive Growth Portfolio Limited Maturity Bond Equity Portfolio Growth Opportunities
Growth Portfolio Portfolio Global Equity Portfolio Portfolio
International Growth Partners Portfolio Managed Portfolio Growth + Value Portfolio
Portfolio Socially Responsive Small Cap Portfolio High Yield Bond Portfolio
Worldwide Growth Portfolio Portfolio International Value
Portfolio
MagnaCap Portfolio
MidCap Opportunities
Portfolio
Research Enhanced Index
Portfolio
SmallCap Opportunities
Portfolio
</TABLE>

Depending upon market conditions, you can make or lose money in any of these
Funds.

ii
<PAGE> 5

5. EXPENSES: The Contract has insurance features and investment features, and
there are costs related to each.

There are also investment fund annual expenses which range from 0.27% to
1.53% of the average daily value of the investment fund depending upon the
investment option which you select.

No deduction for a sales charge is made from Purchase Payments on the date
they are received by the Company. However, if you take all or a part of your
money out, we may assess a withdrawal charge. For a Transfer Series Contract
this charge is equal to a maximum of 6% in years 1 and 2 and reduces to 0 after
year 6. For a Flex Series Contract the charge is equal to 8% in years 1 through
3 and reduces to 0 after year 10. We may also assess a state premium tax charge
which ranges from 0% to 3.5% depending upon the state.

The following chart is designed to help you understand the expenses in the
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance charge (which is represented as .18% below), the 1.40% insurance
charges, and the investment expenses for each investment portfolio. The next two
columns show you two examples of the expenses, in dollars, you would pay under a
Contract. The examples assume that you invested $1,000 in a Contract which earns
5% annually and that you withdraw your money: (1) at the end of year 1, and (2)
at the end of year 10. For year 1, the Total Annual Expenses are assessed as
well as the withdrawal charges. For year 10, the example shows the aggregate of
all the annual expenses assessed for the 10 years, but there is no withdrawal
charge. The premium tax is assumed to be 0% in both examples.

iii
<PAGE> 6

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT END OF:
--------------------------------------
TOTAL TOTAL (1) (2) (1) (2)
ANNUAL ANNUAL 1 YEAR 1 YEAR 10 YEAR 10 YEAR
INSURANCE PORTFOLIO TOTAL ANNUAL TRANSFER FLEX TRANSFER FLEX
INVESTMENT FUNDS CHARGES EXPENSES EXPENSES SERIES SERIES SERIES SERIES
- ---------------- --------- --------- ------------ -------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic
Trends Fund........................ 1.58% 1.40% 2.98% $84 $103 $327 $327
THE ALGER AMERICAN FUND:
Alger American Growth
Portfolio.......................... 1.58% 0.79% 2.37% $78 $ 98 $269 $269
Alger American Leveraged AllCap
Portfolio.......................... 1.58% 0.93% 2.51% $79 $ 99 $282 $282
Alger American MidCap Growth
Portfolio.......................... 1.58% 0.85% 2.43% $79 $ 98 $275 $275
Alger American Small Capitalization
Portfolio.......................... 1.58% 0.90% 2.48% $79 $ 99 $280 $280
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND:
VIP Equity-Income Portfolio........... 1.58% 0.56% 2.14% $76 $ 96 $246 $246
VIP Growth Portfolio.................. 1.58% 0.65% 2.23% $77 $ 96 $255 $255
VIP Money Market Portfolio............ 1.58% 0.27% 1.85% $73 $ 93 $216 $216
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND II:
VIP II Asset Manager: Growth
Portfolio.......................... 1.58% 0.70% 2.28% $77 $ 97 $260 $260
VIP II Contrafund Portfolio........... 1.58% 0.65% 2.23% $77 $ 96 $255 $255
VIP II Index 500 Portfolio............ 1.58% 0.28% 1.86% $73 $ 93 $217 $217
VIP II Investment Grade Bond
Portfolio.......................... 1.58% 0.54% 2.12% $75 $ 95 $244 $244
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND III:
VIP III Growth Opportunities
Portfolio.......................... 1.58% 0.68% 2.26% $77 $ 97 $258 $258
JANUS ASPEN SERIES:
Aggressive Growth Portfolio........... 1.58% 0.67% 2.25% $77 $ 97 $257 $257
Growth Portfolio...................... 1.58% 0.67% 2.25% $77 $ 97 $257 $257
International Growth Portfolio........ 1.58% 0.76% 2.34% $78 $ 97 $266 $266
Worldwide Growth Portfolio............ 1.58% 0.70% 2.28% $77 $ 97 $260 $260
NEUBERGER BERMAN ADVISERS MANAGEMENT
TRUST:
Limited Maturity Bond Portfolio....... 1.58% 0.76% 2.34% $78 $ 97 $266 $266
Partners Portfolio.................... 1.58% 0.87% 2.45% $79 $ 99 $277 $277
Socially Responsive Portfolio......... 1.58% 1.53% 3.11% $85 $105 $339 $339
OCC ACCUMULATION TRUST:
Equity Portfolio...................... 1.58% 0.91% 2.49% $79 $ 99 $280 $280
Global Equity Portfolio............... 1.58% 1.10% 2.68% $81 $101 $299 $299
Managed Portfolio..................... 1.58% 0.83% 2.41% $78 $ 98 $273 $273
Small Cap Portfolio................... 1.58% 0.89% 2.47% $79 $ 99 $279 $279
PILGRIM VARIABLE PRODUCTS TRUST:
Growth Opportunities Portfolio........ 1.58% 0.90% 2.48% $79 $ 99 $280 $280
Growth + Value Portfolio.............. 1.58% 0.80% 2.38% $78 $ 98 $270 $270
High Yield Bond Portfolio............. 1.58% 0.80% 2.38% $78 $ 98 $270 $270
International Value Portfolio......... 1.58% 1.00% 2.58% $80 $100 $289 $289
MagnaCap Portfolio.................... 1.58% 0.90% 2.48% $79 $ 99 $280 $280
MidCap Opportunities Portfolio........ 1.58% 0.90% 2.48% $79 $ 99 $280 $280
Research Enhanced Index Portfolio..... 1.58% 0.90% 2.48% $79 $ 99 $280 $280
SmallCap Opportunities Portfolio...... 1.58% 0.90% 2.48% $79 $ 99 $280 $280
</TABLE>

iv
<PAGE> 7

Certain of the portfolios are subject to fee waiver or reimbursement
arrangements. The charges listed above reflect any expense reimbursement or fee
waiver. For more detailed information, see Summary of Contract Expenses in the
Prospectus for the Contract.

6. TAXES: Your earnings are not taxed until you take them out. If you withdraw
money, earnings may come out first and will be taxed as income. If you are
younger than 59 1/2 when you take money out, you may be charged a 10% federal
tax penalty on the amount treated as taxable income. Annuity payments during the
income phase may be considered partly a return of your original investment, in
which case that part of each payment is not taxable as income.

7. ACCESS TO YOUR MONEY: You can take money out at any time during the
accumulation phase. During any 12 month period, you can take up to 10% of the
Contract Value less any Outstanding Loan Balance each year without charge from
us. Withdrawals in excess of that will be charged the applicable surrender
charge. After we have a payment for 6 years (Transfer Series) or 10 years (Flex
Series), there is no charge for withdrawals for those payments. You may also
have to pay income tax and a tax penalty on any money you take out. Withdrawals
from Contracts that are tax sheltered annuity contracts established pursuant to
Section 403(b) of the Code are subject to special restrictions or withdrawals,
as discussed in the Prospectus.

8. PERFORMANCE: The value of the Contract will vary up or down depending upon
the investment performance of the investment fund you choose. The following
chart shows total returns through December 31, 1999, for each investment fund
for the time periods shown. This chart reports performance returns only for
periods where our Contracts offered the investment fund for a complete year.
These numbers reflect the insurance charges, the contract maintenance charge,
the investment expenses and all other expenses of the investment fund. These
numbers do not reflect any withdrawal charges and if applied these charges would
reduce such performance. Past performance is not a guarantee of future results.
Investment in the money market fund option is neither insured nor guaranteed by
the U.S. government and there can be no assurance that it will be able to
maintain a stable net asset value of $1 per share.

Performances of certain of the portfolios reflect a voluntary expense
limitation, as described in the prospectus. In the absence of this voluntary
limitation the total return would have been lower.

v
<PAGE> 8

<TABLE>
<CAPTION>
CALENDAR YEAR
--------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund.......... N/A N/A N/A N/A N/A
THE ALGER AMERICAN FUND
Alger American Growth Portfolio................ 31.71% 45.76% 23.75% 11.51% N/A
Alger American Leveraged AllCap Portfolio...... 75.41% 55.39% 17.76% 10.22% N/A
Alger American MidCap Growth Portfolio......... 29.84% 28.24% 13.15% 10.08% N/A
Alger American Small Capitalization
Portfolio................................... 41.25% 13.67% 9.59% 2.47% N/A
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity-Income Portfolio.................... 4.67% 9.82% 26.08% 12.43% N/A
VIP Growth Portfolio........................... 35.35% 37.30% 21.51% 12.85% N/A
VIP Money Market Portfolio..................... 3.54% 3.76% 3.77% 3.69% N/A
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager: Growth Portfolio......... 13.48% 15.68% 23.08% 18.00% N/A
VIP II Contrafund Portfolio.................... 22.35% 27.92% 22.16% 19.36% N/A
VIP II Index 500 Portfolio..................... 18.66% 26.29% 30.60% 20.85% N/A
VIP II Investment Grade Bond Portfolio......... (2.60)% N/A N/A N/A N/A
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP III Growth Opportunities Portfolio......... 2.65% N/A N/A N/A N/A
JANUS ASPEN SERIES
Aggressive Growth Portfolio.................... 122.10% 32.14% N/A N/A N/A
Growth Portfolio............................... 41.81% 33.52% N/A N/A N/A
International Growth Portfolio................. 79.57% 15.35% N/A N/A N/A
Worldwide Growth Portfolio..................... 61.99% 26.88% N/A N/A N/A
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio................ (0.11)% 2.69% N/A N/A N/A
Partners Portfolio............................. 5.70% 2.51% N/A N/A N/A
Socially Responsive Portfolio.................. N/A N/A N/A N/A N/A
OCC ACCUMULATION TRUST
Equity Portfolio............................... 0.94% 10.05% N/A N/A N/A
Global Equity Portfolio........................ 24.59% 11.46% N/A N/A N/A
Managed Portfolio.............................. 3.36% 5.38% N/A N/A N/A
Small Cap Portfolio............................ (3.37)% (10.54)% N/A N/A N/A
PILGRIM VARIABLE PRODUCTS TRUST:
Growth Opportunities Portfolio................. N/A N/A N/A N/A N/A
Growth + Value Portfolio....................... 92.10% 17.42% 12.81% 21.12% N/A
High Yield Bond Portfolio...................... (4.74)% (1.06)% N/A N/A N/A
International Value Portfolio.................. 47.91% 15.05% N/A N/A N/A
MagnaCap Portfolio............................. N/A N/A N/A N/A N/A
MidCap Opportunities Portfolio................. N/A N/A N/A N/A N/A
Research Enhanced Index Portfolio.............. 4.17% (0.31)% 5.27% 11.44% N/A
SmallCap Opportunities Portfolio............... 137.52% 15.42% 13.76% 11.95% N/A
</TABLE>

vi
<PAGE> 9

9. DEATH BENEFIT: If you die prior to the income phase, the person you have
chosen as your beneficiary will receive a death benefit. This death benefit will
be the greater of three amounts: 1) the money you've put in reduced by any money
you've taken out, any Outstanding Loan Balance and previously deducted Annual
Contract Charges, or 2) the current value of your Contract less the Outstanding
Loan Balance, or 3) the value of your Contract at the most recent Specified
Contract Anniversary (which is defined in the Prospectus as each Sixth Contract
Anniversary) plus any money you've added since that anniversary reduced for any
money you've taken out since that anniversary or any Outstanding Loan Balance
and previously deducted Annual Contract Charges. If you die after age 80, your
beneficiary will receive the Contract Value less the Outstanding Loan Balance.

10. OTHER INFORMATION

FREE LOOK. If you cancel the Contract within 10 days after receiving it (or
whatever period is required in your state), we will return the Contract Value
without assessing a withdrawal charge. The Contract Value may be more or less
than your original payment. However, if required by applicable law, we will
return your payments.

NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.

WHO SHOULD PURCHASE THE CONTRACT? This Contract is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or other
long-term purposes. The tax-deferred feature is most attractive to people in
high federal and state tax brackets. You should not buy this Contract if you are
looking for a short-term investment or if you cannot take the risk of getting
back less money than you put in.

ADDITIONAL FEATURES. This Contract has additional Features you might be
interested in. These include:

- If the Contract you purchase is issued for use with a Qualified Plan
pursuant to Section 403(b) of the Internal Revenue Code, loans from the
Contract may be available. These loans are subject to certain
restrictions.

- You can arrange to have money automatically sent to you each month while
your Contract is still in the accumulation phase. Of course, you'll have
to pay taxes on money you receive. We call this feature Systematic
Withdrawal.

- You can arrange to have a regular amount of money automatically
transferred to investment portfolios each month to provide for regular
level investments over time. We call this feature Dollar Cost Averaging.

- The Company will automatically readjust the money in your Contract
between investment portfolios periodically to keep the blend you select.
We call this feature Automatic Reallocation.

These features are not available in all states and may not be suitable for your
particular situation.

11. INQUIRIES If you need more information, please contact us at:

Northern Life Insurance Company

P.O. Box 5050

Minot, North Dakota 58702-5050

1-877-884-5050

or the distributor of the Contracts, our affiliated Company,

Washington Square Securities, Inc.
20 Washington Avenue South
Minneapolis, Minnesota 55401
1-800-621-3750

or your registered representative.

vii
<PAGE> 10

NORTHERN LIFE

ADVANTAGE(SM) ANNUITY

INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
ISSUED BY
SEPARATE ACCOUNT ONE
NORTHERN LIFE INSURANCE COMPANY
1501 FOURTH AVENUE, SEATTLE, WASHINGTON 98111
TELEPHONE: (206) 292-1111

Northern Life Insurance Company (the "Company") offers five series of
flexible premium Individual Deferred Variable/Fixed Annuity Contracts
("Contracts") for use in connection with retirement plans qualifying for special
tax treatment under the Internal Revenue Code. (See "Federal Tax Status.") The
five Series of Contracts offered by the Company (the "Flex Series", the
"Transfer Series", the "Retail Series", the "Plus Series" and the "RIA Series")
differ in the amount of Purchase Payments required, when Purchase Payments can
be made and certain charges imposed under the Contracts. The Transfer Series is
not available in Massachusetts. In addition, the Transfer Series Contracts, the
Retail Series Contracts, the Plus Series Contracts and the RIA Series Contracts
are offered on a non-qualified basis. This Prospectus describes and offers only
the Transfer Series and Flex Series Contracts, also known as the Northern Life
Advantage(SM) Annuity.

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.

Subject to certain restrictions, you can allocate premiums to:

- three separate Fixed Accounts (Fixed Account A, Fixed Account B, and
Fixed Account C), which are accounts that provide a minimum specified
rate of interest; and

- Sub-Accounts of Separate Account One (the "Variable Account"), a
variable account allowing you to invest in certain portfolios of the
following Funds (the "Investment Funds"):

AIM Variable Insurance Funds

The Alger American Fund
Fidelity Variable Insurance Products Fund (VIP)
Fidelity Variable Insurance Products Fund II (VIP II)
Fidelity Variable Insurance Products Fund III (VIP III)
Janus Aspen Series
Neuberger Berman Advisers Management Trust

OCC Accumulation Trust

Pilgrim Variable Products Trust

The Variable Account, your account value and the amount of any variable
annuity payments that you receive will vary, primarily based on the investment
performance of the Investment Funds you select. (For more information about
investing in the Investment Funds, see "Investments of the Variable Account".)
The Fixed Accounts are part of the general account of the Company. Information
about the Fixed Accounts is contained in Appendix A.

Additional information about the Contracts, the Company, and the Variable
Account is contained in a Statement of Additional Information dated May 1, 2000,
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 5050, Minot North Dakota 58702-5050, by calling (877)
884-5050, 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 39 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.

These insurance and investment products:

- ARE NOT BANK DEPOSITS OR GUARANTEED BY A BANK

- ARE NOT INSURED OR GUARANTEED BY THE FDIC, THE FEDERAL RESERVE BOARD OR
ANY OTHER GOVERNMENT AGENCY

- ARE AFFECTED BY MARKET FLUCTUATIONS AND SO INVOLVE INVESTMENT RISK,
INCLUDING POSSIBLE LOSS OF PRINCIPAL

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

This prospectus must be accompanied or preceded by the current prospectuses for
the investment funds offered by AIM Variable Insurance Funds, The Alger American
Fund, Fidelity Variable Insurance Products Fund, Fidelity Variable Insurance
Products Fund II, Fidelity Variable Insurance Products Fund III, Janus Aspen
Series, Neuberger Berman Advisers Management Trust, OCC Accumulation Trust, and
Pilgrim Variable Products Trust.

THE DATE OF THIS PROSPECTUS IS MAY 1, 2000.

<PAGE> 11

TABLE OF CONTENTS

<TABLE>
<S> <C>
Definitions................................................. 4
Summary of Contract Expenses................................ 6
The Company................................................. 12
The Variable Account........................................ 12
Investments of the Variable Account......................... 13
Reinvestment.............................................. 16
Addition, Deletion or Substitution of Fund Shares......... 16
Charges Made by the Company................................. 17
Withdrawal Charge (Contingent Deferred Sales Charge)...... 17
Partial Waiver of Withdrawal Charge....................... 18
Reduction of Withdrawal Charge............................ 19
Annual Contract Charge.................................... 19
Mortality Risk Charge..................................... 19
Expense Risk Charge....................................... 19
Administrative Charge..................................... 19
Sufficiency of Charges.................................... 20
Premium and Other Taxes................................... 20
Reduction of Charges...................................... 20
Expenses of the Funds..................................... 21
Administration.............................................. 21
The Contracts............................................... 21
Contract Application and Purchase Payments................ 21
Revocation................................................ 21
Allocation of Purchase Payments........................... 22
Accumulation Unit Value................................... 22
Net Investment Factor..................................... 22
Death Benefit Before the Start Date....................... 23
Payment of Death Benefit Before the Start Date............ 23
Death Benefit After Start Date............................ 23
Withdrawal (Redemption)................................... 24
Systematic Withdrawals.................................... 25
Loans Available from Certain Qualified Contracts.......... 25
Reallocations............................................. 26
Written Reallocations.................................. 26
Telephone Reallocations................................ 26
Automatic Reallocations................................ 27
Dollar Cost Averaging Reallocations.................... 27
Reallocations from the Fixed Accounts.................. 28
Assignments............................................... 28
Contract Owner and Beneficiaries.......................... 29
Contract Inquiries........................................ 29
Annuity Provisions.......................................... 29
Start Date................................................ 29
Annuity Payout Selection.................................. 29
Forms of Annuity Payouts.................................. 30
Frequency and Amount of Annuity Payouts................... 30
Annuity Payouts........................................... 30
Sub-Account Annuity Unit Value............................ 31
Assumed Investment Rate................................... 31
Partial Annuitization..................................... 31
</TABLE>

2
<PAGE> 12

<TABLE>
<S> <C>
Federal Tax Status.......................................... 31
Introduction.............................................. 31
Tax Status of the Contract................................ 32
Taxation of Annuities..................................... 33
Transfers, Assignments or Exchanges of a Contract......... 34
Withholding............................................... 34
Multiple Contracts........................................ 34
Taxation of Qualified Plans............................... 35
Corporate Pension and Profit-Sharing Plans and H.R. 10
Plans.................................................. 35
Individual Retirement Annuities........................... 35
Tax Sheltered Annuities................................... 36
Section 457 Plans......................................... 36
Possible Charge for the Company's Taxes................... 36
Other Tax Consequences.................................... 36
Possible Changes in Taxation.............................. 36
Voting of Fund Shares....................................... 37
Distribution of the Contracts............................... 37
Reports to Contract Owners.................................. 37
Legal Proceedings........................................... 38
Experts..................................................... 38
Further Information......................................... 38
Separate Account One Statement of Additional Information
Table of Contents......................................... 39
Appendix A: The Fixed Accounts.............................. A-1
Appendix B: Performance Information and Condensed Financial
Information............................................... B-1
</TABLE>

3
<PAGE> 13

DEFINITIONS

ACCUMULATION UNIT. A unit of measure used to determine the Variable Account
Contract Value.

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.

COMPANY. Northern Life Insurance Company, a stock life insurance company
incorporated under the laws of the State of Washington.

CONTINGENT BENEFICIARY. The person(s) named to become the Beneficiary if the
Beneficiary dies, if applicable.

CONTRACT ANNIVERSARY. The same day and month as the Issue Date each year.

CONTRACT EARNINGS. 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, Fixed Account B, and Fixed Account C 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 ACCOUNT C. 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.

4
<PAGE> 14

FIXED ACCOUNT C CONTRACT VALUE. An amount equal to the sum of Purchase Payments
allocated to Fixed Account C, increased by interest credited to Fixed
Account C, less reallocations from Fixed Account C (including 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.

LOAN ACCOUNT. The portion, if any, of Contract Value segregated within Fixed
Account A which is designated as security for a loan under the Contract.

OUTSTANDING LOAN BALANCE. The aggregate value, if any, 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), 408, 408A or
457 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: Rev. Dr. Martin Luther King, Jr.
Day; 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.

5
<PAGE> 15

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 (C).................................. $30
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.")................................................. .15%
Total Variable Account Annual Expenses...................... 1.40%
</TABLE>

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
"Premium and Other Taxes."

ANNUAL INVESTMENT FUND EXPENSES AFTER REIMBURSEMENTS (d)(f)(g)(h)(i)(j)*

(as a percentage of Fund average net assets)

<TABLE>
<CAPTION>
TOTAL
INVESTMENT
MANAGEMENT FUND
(ADVISORY) ANNUAL
FEES(D) OTHER EXPENSES EXPENSE
---------- -------------- ----------
<S> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund (d)................ 0.85% 0.55% 1.40%
Alger American Growth Portfolio (d)...................... 0.75% 0.04% 0.79%
Alger American Leveraged AllCap Portfolio (d)............ 0.85% 0.08% 0.93%
Alger American MidCap Growth Portfolio (d)............... 0.80% 0.05% 0.85%
Alger American Small Capitalization Portfolio (d)........ 0.85% 0.05% 0.90%
Fidelity VIP Equity-Income Portfolio (d)(f).............. 0.48% 0.08% 0.56%
Fidelity VIP Growth Portfolio (d)(f)..................... 0.58% 0.07% 0.65%
Fidelity VIP Money Market Portfolio (d).................. 0.18% 0.09% 0.27%
Fidelity VIP II Asset Manager: Growth Portfolio (d)(f)... 0.58% 0.12% 0.70%
Fidelity VIP II Contrafund Portfolio (d)(f).............. 0.58% 0.07% 0.65%
Fidelity VIP II Index 500 Portfolio (d)(f)............... 0.24% 0.04% 0.28%
Fidelity VIP II Investment Grade Bond Portfolio (d)...... 0.43% 0.11% 0.54%
Fidelity VIP III Growth Opportunities Portfolio (d)(f)... 0.58% 0.10% 0.68%
Janus Aspen Aggressive Growth Portfolio (d)(g)........... 0.65% 0.02% 0.67%
Janus Aspen Growth Portfolio (d)(g)...................... 0.65% 0.02% 0.67%
Janus Aspen International Growth Portfolio (d)(g)........ 0.65% 0.11% 0.76%
Janus Aspen Worldwide Growth Portfolio (d)(g)............ 0.65% 0.05% 0.70%
Neuberger Berman Advisers Management Trust Limited
Maturity Bond Portfolio (d)............................ 0.65% 0.11% 0.76%
Neuberger Berman Advisers Management Trust Partners
Portfolio (d).......................................... 0.80% 0.07% 0.87%
Neuberger Berman Advisers Management Trust Socially
Responsive Portfolio (d)(h)............................ 0.85% 0.68% 1.53%
OCC Accumulation Trust Equity Portfolio (d)(i)........... 0.80% 0.11% 0.91%
OCC Accumulation Trust Global Equity Portfolio (d)(i).... 0.80% 0.30% 1.10%
OCC Accumulation Trust Managed Portfolio (d)(i).......... 0.77% 0.06% 0.83%
OCC Accumulation Trust Small Cap Portfolio (d)(i)........ 0.80% 0.09% 0.89%
Pilgrim VP Growth Opportunities Portfolio (e)(j)......... 0.75% 0.15% 0.90%
Pilgrim VP Growth + Value Portfolio (j).................. 0.75% 0.05% 0.80%
Pilgrim VP High Yield Bond Portfolio (j)................. 0.75% 0.05% 0.80%
Pilgrim VP International Value Portfolio (j)............. 1.00% 0.00% 1.00%
</TABLE>

6
<PAGE> 16

<TABLE>
<CAPTION>
TOTAL
INVESTMENT
MANAGEMENT FUND
(ADVISORY) ANNUAL
FEES(D) OTHER EXPENSES EXPENSE
---------- -------------- ----------
<S> <C> <C> <C>
Pilgrim VP MagnaCap Portfolio (e)(j)..................... 0.75% 0.15% 0.90%
Pilgrim VP MidCap Opportunities Portfolio (e)(j)......... 0.75% 0.15% 0.90%
Pilgrim VP Research Enhanced Index Portfolio (j)......... 0.75% 0.14% 0.89%
Pilgrim VP SmallCap Opportunities Portfolio (j).......... 0.75% 0.15% 0.90%
</TABLE>

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

* The fees and expense information regarding the Funds was provided by the
Funds. Except for the Pilgrim Variable Products Trust, neither the Funds nor
their advisers are affiliated with the Company.

7
<PAGE> 17

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>
AIM V.I. Dent Demographic Trends
Fund........................... $84 $103 $137 $158 $174 $205 $327 $327
Alger American Growth
Portfolio...................... 78 98 119 142 144 177 269 269
Alger American Leveraged AllCap
Portfolio...................... 79 99 123 145 151 184 282 282
Alger American MidCap Growth
Portfolio...................... 79 98 121 143 147 180 275 275
Alger American Small
Capitalization Portfolio....... 79 99 122 145 149 182 280 280
Fidelity VIP Equity-Income
Portfolio...................... 76 96 112 135 132 166 246 246
Fidelity VIP Growth Portfolio.... 77 96 115 138 137 170 255 255
Fidelity VIP Money Market
Portfolio...................... 73 93 103 127 118 152 216 216
Fidelity VIP II Asset Manager:
Growth Portfolio............... 77 97 116 139 140 173 260 260
Fidelity VIP II Contrafund
Portfolio...................... 77 96 115 138 137 170 255 255
Fidelity VIP II Index 500
Portfolio...................... 73 93 103 127 118 152 217 217
Fidelity VIP II Investment Grade
Bond Portfolio................. 75 95 111 135 131 165 244 244
Fidelity VIP III Growth
Opportunities Portfolio........ 77 97 115 139 138 172 258 258
Janus Aspen Aggressive Growth
Portfolio...................... 77 97 115 138 138 171 257 257
Janus Aspen Growth Portfolio..... 77 97 115 138 138 171 257 257
Janus Aspen International Growth
Portfolio...................... 78 97 118 141 143 176 266 266
Janus Aspen Worldwide Growth
Portfolio...................... 77 97 116 139 140 173 260 260
Neuberger Berman Advisers
Management Trust Limited
Maturity Bond Portfolio........ 78 97 118 141 143 176 266 266
Neuberger Berman Advisers
Management Trust Partners
Portfolio...................... 79 99 121 144 148 181 277 277
Neuberger Berman Advisers
Management Trust Socially
Responsive Portfolio........... 85 105 141 162 180 211 339 339
OCC Accumulation Trust Equity
Portfolio...................... 79 99 122 145 150 183 280 280
OCC Accumulation Trust Global
Equity Portfolio............... 81 101 128 150 159 192 299 299
OCC Accumulation Trust Managed
Portfolio...................... 78 98 120 143 146 179 273 273
OCC Accumulation Trust Small Cap
Portfolio...................... 79 99 122 144 149 182 279 279
</TABLE>

8
<PAGE> 18

9
<PAGE> 19

If the Contract is annuitized at the end of the applicable time period or
if it is not surrendered, the following cumulative expenses on an initial $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>
AIM V.I. Dent Demographic Trends
Fund........................... $30 $30 $92 $92 $156 $156 $327 $327
Alger American Growth
Portfolio...................... 24 24 74 74 126 126 269 269
Alger American Leveraged AllCap
Portfolio...................... 25 25 78 78 133 133 282 282
Alger American MidCap Growth
Portfolio...................... 25 25 76 76 129 129 275 275
Alger American Small
Capitalization Portfolio....... 25 25 77 77 131 131 280 280
Fidelity VIP Equity-Income
Portfolio...................... 22 22 67 67 114 114 246 246
Fidelity VIP Growth Portfolio.... 23 23 70 70 119 119 255 255
Fidelity VIP Money Market
Portfolio...................... 19 19 58 58 100 100 216 216
Fidelity VIP II Asset Manager:
Growth Portfolio............... 23 23 71 71 122 122 260 260
Fidelity VIP II Contrafund
Portfolio...................... 23 23 70 70 119 119 255 255
Fidelity VIP II Index 500
Portfolio...................... 19 19 58 58 100 100 217 217
Fidelity VIP II Investment Grade
Bond Portfolio................. 21 21 66 66 113 113 244 244
Fidelity VIP III Growth
Opportunities Portfolio........ 23 23 70 70 120 120 258 258
Janus Aspen Aggressive Growth
Portfolio...................... 23 23 70 70 120 120 257 257
Janus Aspen Growth Portfolio..... 23 23 70 70 120 120 257 257
Janus Aspen International Growth
Portfolio...................... 24 24 73 73 125 125 266 266
Janus Aspen Worldwide Growth
Portfolio...................... 23 23 71 71 122 122 260 260
Neuberger Berman Advisers
Management Trust Limited
Maturity Bond Portfolio........ 24 24 73 73 125 125 266 266
Neuberger Berman Advisers
Management Trust Partners
Portfolio...................... 25 25 76 76 130 130 277 277
Neuberger Berman Advisers
Management Trust Socially
Responsive Portfolio........... 31 31 96 96 162 162 339 339
OCC Accumulation Trust Equity
Portfolio...................... 25 25 77 77 132 132 280 280
OCC Accumulation Trust Global
Equity Portfolio............... 27 27 83 83 141 141 299 299
OCC Accumulation Trust Managed
Portfolio...................... 24 24 75 75 128 128 273 273
OCC Accumulation Trust Small Cap
Portfolio...................... 25 25 77 77 131 131 279 279
Pilgrim VP Growth Opportunities
Portfolio...................... 25 25 77 77 131 131 280 280
Pilgrim VP Growth + Value
Portfolio...................... 24 24 74 74 127 127 270 270
</TABLE>

10
<PAGE> 20

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

(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)." 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)."

(b) The Company currently imposes a charge of $25 per transfer for transfers
between the Sub-Accounts or to or from the Fixed Account after 24
transfers per Contract Year. It reserves the right to assess a $25 charge
on any transfer or to limit the number of transfers.

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

(e) This portfolio had not commenced operations as of December 31, 1999, and
therefore these expenses are estimated.

(f) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain
funds', or FMR on behalf of certain funds', custodian, credits realized as
a result of uninvested cash balances were used to reduce a portion of each
applicable fund's expenses. Without these reductions, the total operating
expenses presented in the table would have been .57% for Equity-Income
Portfolio, .66% for Growth Portfolio, .67% for Contrafund Portfolio, .71%
for Asset Manager: Growth Portfolio and .69% for Growth Opportunities
Portfolio.

FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
the period. Without this reimbursement, the Portfolios' management fee,
other expenses and total expenses would have been .24%, .10% and .34%,
respectively.

(g) Expenses are based upon expenses for the fiscal year ended December 31,
1999, restated to reflect a reduction in the management fee for the
Portfolios. All expenses are shown without the effect of expense offset
arrangements.

(h) Neuberger Berman Management Inc. ("NBMI") has undertaken to reimburse the
Socially Responsive Portfolio for certain operating expenses, including
the compensation of NBMI and excluding taxes, interest, extraordinary
expenses, brokerage commissions and transactions costs, that exceed in the
aggregate, 1.50% of the average daily net asset value of the Socially
Responsive Portfolio through May 1, 2001. There can be no assurance that
this policy will be continued. See "Expense Limitation" in the Socially
Responsive Portfolio prospectus for further information.

11
<PAGE> 21

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

(j) The investment adviser to the Pilgrim Variable Products Trust has agreed
to reimburse the Growth + Value Portfolio and High Yield Bond Portfolio
for any expenses in excess of 0.80% of each Portfolio's average daily net
assets. It also has agreed to reimburse the Growth Opportunities
Portfolio, MagnaCap Portfolio, MidCap Portfolio, Research Enhanced Index
Portfolio, and SmallCap Opportunities Portfolio for expenses in excess of
0.90%, and the International Value Portfolio for expenses in excess of
1.00%. In the absence of these expense reimbursements, the Total
Investment Fund Annual Expenses that would have been paid by each
Portfolio during its fiscal year ended December 31, 1999 would have been:
Growth Opportunities Portfolio: 1.09%; Growth + Value Portfolio: 0.97%;
High Yield Bond Portfolio: 1.11%; International Value Portfolio: 1.52%;
MagnaCap Portfolio: 1.09%; MidCap Opportunities Portfolio: 1.09%; Research
Enhanced Index Portfolio: 1.26%; and SmallCap Opportunities Portfolio:
1.09%. Expense reimbursements are voluntary. There is no assurance of
ongoing reimbursement.

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 the
anticipated average net assets in the Variable Account and Fixed Account, which
translates into a charge equal to an annual rate of 0.177% of the Variable
Account and Fixed Account values.

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., 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 1501 Fourth Avenue,
Seattle, Washington 98101. Its Administrative Office is at P.O. Box 5050, Minot,
North Dakota 58702-5050.

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

THE 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 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.

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.

12
<PAGE> 22

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.
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. 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 32 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.

A Contract Owner is limited to participating in a maximum of 16
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 16 Sub-Accounts since issue of the Contract, the Contract Owner would only be
able to transfer within the 16 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 16 Sub-Accounts. The Contract Owner may still allocate
Purchase Payments or transfer Contract Values among any of the 16 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.

13
<PAGE> 23

The Funds currently offered are described below.

INVESTMENT FUNDS

- ----------------------------------------------------------------------------------------------------------------------
AIM Variable AIM V.I. Dent A I M Advisors,
Insurance Demographic Trends Inc./H.S. Dent
Funds Fund Advisors, Inc.
Houston, TX.
- ----------------------------------------------------------------------------------------------------------------------
The Alger Alger American Growth Fred Alger
American Fund Portfolio Management, Inc.
---------------------------------------------------------------------------------------------------
Alger American Fred Alger
New York, N.Y. Leveraged AllCap Management, Inc.
Portfolio
---------------------------------------------------------------------------------------------------
Alger American MidCap Fred Alger
Growth Portfolio Management, Inc.
---------------------------------------------------------------------------------------------------
Alger American Fred Alger
Small Capitalization Management, Inc.
Portfolio
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Fidelity Management
Investments(R) Portfolio & Research Company
Boston, Mass. X
---------------------------------------------------------------------------------------------------
VIP Growth Portfolio Fidelity Management
& Research Company
---------------------------------------------------------------------------------------------------
X
VIP Money Market Fidelity Management
Portfolio & Research Company
---------------------------------------------------------------------------------------------------
VIP II Asset Manager: Fidelity Management
Growth Portfolio & Research Company
---------------------------------------------------------------------------------------------------
VIP II Contrafund Fidelity Management
Portfolio & Research Company
---------------------------------------------------------------------------------------------------
X
VIP II Index 500 Fidelity Management
Portfolio & Research Company
---------------------------------------------------------------------------------------------------
X
VIP II Investment Fidelity Management
Grade Bond Portfolio & Research Company
---------------------------------------------------------------------------------------------------
Fidelity VIP III Growth Fidelity Management
Investments(R) Opportunities & Research Company
is a Portfolio
registered
trademark of
FMR Corp.
- ----------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------- -----------------------------------------------------------------------------------

AGGRESSIVE PRIMARY
FUND GROUP BALANCED GROWTH GROWTH OBJECTIVES INVESTMENTS
<C> <C> <C> <C> <C> <C> <C>
- -------------- -----------------------------------------------------------------------------------
AIM Variable Long-term Securities of
Insurance growth of companies that are
Funds capital likely to benefit
from changing
Houston, TX. X demographic,
economic and
lifestyle trends
- -------------- -----------------------------------------------------------------------------------
The Alger Long-term capital Equity securities
American Fund X appreciation of large companies
-----------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Long-term capital Equity securities
New York, N.Y. X appreciation of companies of any
size
-----------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
X
Long-term capital Equity securities
appreciation within the range of
S&P(R) MidCap 400
Index
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
X
Long-term capital Equity securities
appreciation within the range of
Russell(R) 2000
Growth or S&P(R)
SmallCap 600
Indexes
- -------------- -----------------------------------------------------------------------------------
Fidelity Reasonable Income-producing
Investments(R) income; also equity securities
considers and debt
Boston, Mass. potential for obligations
capital
appreciation
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
X
Capital Common stocks
appreciation
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
High level of U.S. dollar-
current income denominated money
consistent with market securities
preservation of
capital and
liquidity
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
X
Maximum total Stocks, bonds, and
return over the short-term and
long term money market
instruments
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
X
Capital Securities of
appreciation companies whose
value the adviser
believes is not
fully recognized by
the public
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Total return that Common stocks of
corresponds to S&P 500
that of S&P 500
Index
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
High current Investment-grade
income consistent intermediate fixed
with preservation securities
of capital
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Fidelity Capital growth Common stocks
Investments(R)
is a
registered
trademark of
FMR Corp. X
- -------------- -----------------------------------------------------------------------------------
</TABLE>

14
<PAGE> 24

- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Janus Capital
Aggressive Growth Corporation
Denver, Colo. Portfolio
---------------------------------------------------------------------------------------------------
Aspen Series Growth Janus Capital
Portfolio Corporation
---------------------------------------------------------------------------------------------------
Aspen Series Janus Capital X
International Growth Corporation
Portfolio
---------------------------------------------------------------------------------------------------
Aspen Series Worldwide Janus Capital X
Growth Portfolio Corporation
- ------------------------------------------------------------------------------------------------------------------
Neuberger Advisers Management Neuberger Berman X
Berman Trust Limited Maturity Management Inc./
Bond Portfolio Neuberger Berman,
New York, N.Y. LLC
---------------------------------------------------------------------------------------------------
Advisers Management Neuberger Berman
Trust Partners Management Inc./
Portfolio Neuberger Berman,
LLC
---------------------------------------------------------------------------------------------------
Advisers Management Neuberger Berman
Trust Socially Management Inc./
Responsive Portfolio Neuberger Berman,
LLC
- ------------------------------------------------------------------------------------------------------------------
OCC OCC Accumulation Trust OpCap Advisors
Equity Portfolio
New York, N.Y.
---------------------------------------------------------------------------------------------------
OCC Accumulation Trust OpCap Advisors X
Global Equity
Portfolio
---------------------------------------------------------------------------------------------------
OCC Accumulation Trust OpCap Advisors
Managed Portfolio
---------------------------------------------------------------------------------------------------
OCC Accumulation Trust OpCap Advisors
Small Cap Portfolio
- ------------------------------------------------------------------------------------------------------------------
Pilgrim Growth Opportunities Pilgrim
Portfolio Investments, Inc.
Phoenix, AZ
---------------------------------------------------------------------------------------------------
Growth + Value Pilgrim
Portfolio Investments,
Inc./Navellier Fund
Management, Inc.
---------------------------------------------------------------------------------------------------
High Yield Bond Pilgrim X
Portfolio Investments, Inc.
---------------------------------------------------------------------------------------------------
International Value Pilgrim
Portfolio Investments,
Inc./Brandes
Investment Partners
---------------------------------------------------------------------------------------------------
MagnaCap Portfolio Pilgrim
Investments, Inc.
---------------------------------------------------------------------------------------------------
MidCap Opportunities Pilgrim
Portfolio Investments, Inc.
---------------------------------------------------------------------------------------------------
Research Enhanced Pilgrim
Index Portfolio Investments,
Inc./J.P. Morgan
Investment
Management Inc.
---------------------------------------------------------------------------------------------------
SmallCap Opportunities Pilgrim
Portfolio Investments, Inc.
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------- -------------------------------------------------------------------------------------

AGGRESSIVE PRIMARY
FUND GROUP BALANCED GROWTH GROWTH OBJECTIVES INVESTMENTS
<S> <C> <C> <C> <C> <C> <C>
- -------------- -------------------------------------------------------------------------------------
Janus X Long-term growth of Nondiversified
capital portfolio of common
Denver, Colo. stocks
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Diversified common
growth stocks
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
Long-term capital Foreign issuers of
growth common stocks
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
Long-term capital Foreign and
growth domestic common
stocks
- --------------
Neuberger Highest available Short-to-
Berman current income intermediate term
consistent with investment-grade
New York, N.Y. liquidity and low debt securities
risk to principal;
total return is a
secondary goal
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Growth of capital Common stocks of
medium-to-large
capitalization
companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term growth of Common stocks of
capital by medium-to-large
investing primarily capitalization
in companies that companies
meet financial and
social criteria
- --------------
OCC X Long-term capital Securities of
appreciation undervalued
New York, N.Y. companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
Long-term capital Global investments
appreciation in equity
securities
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Growth of capital Common stocks,
bonds and cash
equivalents
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Capital Equity securities
appreciation of companies under
$1 billion
- --------------
Pilgrim X Long-term capital Common stocks of
growth large cap, mid cap
Phoenix, AZ or small cap
companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Capital Equity securities
appreciation from
investing in a
diversified
portfolio of equity
securities
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
High current yield High-yield bonds
and capital
appreciation
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital International
appreciation equities
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Capital growth Common stocks
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Common stocks of
appreciation mid-sized U.S.
companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Common stocks
appreciation
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Common stocks
appreciation
- -------------- -------------------------------------------------------------------------------------
</TABLE>

15
<PAGE> 25

You should read the prospectuses of the Funds for more detailed information
and particularly, a more thorough explanation of investment objectives of the
Funds. THE FUND PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS OR REALLOCATIONS AMONG THE
SUB-ACCOUNTS. There is no assurance that any Fund will achieve its investment
objective(s). There is a possibility that one Fund might become liable for any
misstatement, inaccuracy or incomplete disclosure in another Fund's prospectus.

The 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 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, in its sole discretion, 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. 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. Any new Sub-Accounts may be made
available to existing Contract Owners on a basis to be determined by the
Company.

- The Company may, in its sole discretion, eliminate one or more
Sub-Accounts, or close Sub-Accounts to new premium or transfers, if
marketing, tax considerations or investment conditions warrant.

- 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, if it deems it to be in the best interests of Contract
Owners and Annuitants:
-- manage the Variable Account as a management investment company under
the 1940 Act;
-- deregister the Variable Account under the 1940 Act if registration is
no longer required;
-- combine the Variable Account with other separate account(s) of the
Company; or
-- reallocate assets of the Variable Account to another Separate Account.

- Restrict or eliminate any voting privileges of Contract Owners or other
persons who have voting privileges as to the Variable Account.

- Make any changes required by the 1940 Act.

- In the event any of the foregoing changes or substitutions are made, the
Company may endorse the Contracts to reflect the change or substitution.

16
<PAGE> 26

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.

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 MINUS WITHDRAWAL CHARGE AS A
CONTRACT YEAR OF PURCHASE PERCENTAGE OF EACH
PAYMENT PURCHASE PAYMENT
- ------------------------- ----------------------
<S> <C>
0 6%
1 6
2 5
3 5
4 4
5 2
6 and later 0
</TABLE>

17
<PAGE> 27

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, 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:

- 10% of the Contract Value less any Outstanding Loan Balance; or

- 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.

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; and

D = Any prior withdrawals made during the same 12-month period.

18
<PAGE> 28

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.")

Contracts purchased as "tax sheltered annuities," and Contracts purchased
under state optional retirement programs are subject to certain withdrawal
restrictions. (See "Withdrawal (Redemption).")

REDUCTION OF WITHDRAWAL CHARGE
The Company may, at its option, provide a reduction in the Withdrawal
Charge for specific classes of Contract purchasers. Currently, the Company
provides a reduced Withdrawal Charge for purchasers of Tax Sheltered Annuities
issued pursuant to Section 403(b) of the Code to employees of certain school
districts which, in the judgment of the company, have provided cost reduction
benefits to the Company in the distribution of its contracts. For such
purchasers, the Withdrawal Charge on Flex Series contracts is reduced to 5% in
each of the first five Contract Years. The withdrawal charge on the Transfer
Series Contract is reduced to 5% in each of the first two contract years
following receipt of a Purchase Payment.

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.") 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.

19
<PAGE> 29

the Variable Account. The Company may not increase the rate of the
Administrative Charge under any Contract. 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.

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

- the use of mass enrollment procedures,

- the performance of administrative or enrollment functions by an employer,

- the use by an employer of automated techniques in submitting Purchase
Payments or information related to Purchase Payments on behalf of its
employees, or

- 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.

20
<PAGE> 30

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 in Minot, North Dakota, and its telephone number is 1-877-884-5050.

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
Administrative Service Center. The initial Purchase Payment will be credited
within two business days after receipt at the Company's Administrative Service
Center 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 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 non-qualified Transfer Series
Contracts, 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 minimum payment to Fixed Account C is $5,000.

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.

If you are purchasing the Contract through a Tax Qualified Plan, including
IRAs and Roth IRAs, you should carefully consider the costs and benefits of the
Contract (including annuity income benefits) before purchasing the Contract,
since the tax favored arrangement itself provides for tax sheltered growth.

REVOCATION

The Contract Owner may revoke a Contract by sending the Contract and
written notice of revocation to the Company's Home Office in Seattle,
Washington, 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.

21
<PAGE> 31

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, Fixed Account B, and/or Fixed Account C. (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, the 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.

(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.

22
<PAGE> 32

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 determined as follows:

(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 on or before the first day of the month following 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.")

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 canceled.

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.

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<PAGE> 33

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.") The Contract Owner may request withdrawal of either:

- a gross amount, in which case the applicable Withdrawal Charge and taxes
will be deducted from the gross amount requested, or

- 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)" and "Annual Contract Charge.")

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:

- $1,000, or

- the Outstanding Loan Balance divided by 85%.

No withdrawals are permitted from Fixed Account C.

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.

No interest will accrue on amounts represented by uncashed distribution or
redemption checks.

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:

- the entire Withdrawal Value is withdrawn on or before the Start Date, or

- 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.") 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.

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<PAGE> 34

SYSTEMATIC WITHDRAWALS
A Systematic Withdrawal is an automatic form of partial withdrawal. (See
"Withdrawal (Redemption)." 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)." 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
advisor before requesting any Systematic Withdrawal. (See "Taxation of
Annuities.")

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. A loan generally will not be treated
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. No loans are permitted from Fixed Account C. A
loan document can be obtained by writing to the Company's Administrative Office
in Minot, North Dakota.

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 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.

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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.")

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 advisor should be consulted before obtaining a
Contract loan.

REALLOCATIONS
Prior to the Start Date, the Contract Owner may transfer Variable Account
Contract Value among 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 A or Fixed Account B to the
other Fixed Account or to a Sub-Account. (See "Reallocations from the Fixed
Accounts.")

Fixed Account C Contract Value may only be transferred to one or more
Sub-Accounts, and such transfers may only be made by Dollar Cost Averaging
Reallocations. Reallocations from Fixed Account C to Fixed Account A or Fixed
Account B or from Fixed Account A, Fixed Account B, or the Variable Account to
Fixed Account C are not permitted.

Currently, there are four methods by which a Contract Owner may make the
reallocations described above: in writing, by telephone, through Automatic
Reallocations and by Dollar Cost Averaging. Currently, there is a $25 charge for
each reallocation in excess of 24 per Contract Year. For purposes of this
restriction, reallocations pursuant to Telephone Reallocations, Automatic
Reallocations and Dollar Cost Averaging Reallocations do not constitute
reallocations, and multiple reallocations on a single day currently constitute a
single reallocation. The Company reserves the right to charge a fee not to
exceed $25 per reallocation for any reallocation and to limit the number of
reallocations.

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 Fixed Account A or Fixed Account B. 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.

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.

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<PAGE> 36

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 Company's Administrative Office. An Automatic Reallocation
application can be obtained by writing to the Company's Administrative Office in
Minot, North Dakota. 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 Administrative
Office in Minot, North Dakota. 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 to or from the unencumbered portion of
Fixed Account A Contract Value. Contract Value in Fixed Account B and Fixed
Account C 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 or Fixed Account C
Contract Value to any one or more other Sub-Accounts or to the Fixed Account A
or Fixed Account B. No reallocations from Fixed Account B or to Fixed Account C
are permitted under this service. Reallocations of this type from Fixed Account
A may be made on a monthly, quarterly, semi-annual or annual basis.
Reallocations from Fixed Account C may be made only on a monthly 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.

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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
or Fixed Account C.

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:

- 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;

- 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;

- 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

- 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).

Reallocations of Fixed Account C Contract Values are subject to the
following conditions:

- Reallocations from Fixed Account C must begin within 30 days of deposit,
and must be substantially equal payments over a 12 month period.
Reallocation from Fixed Account C will be transferred any time before the
29th day of each month. You may direct us on which day you want the
reallocation.

- If additional Purchase Payment(s) are received for allocation to Fixed
Account C, the balance of Fixed Account C will be adjusted to reflect the
subsequent payment(s) and reallocations will be recalculated based on the
remaining 12 month period.

- You may change the Variable Sub-Account(s) receiving Fixed Account C
reallocations with written notice prior to the Reallocation Date. Only
one reallocation of Fixed Account C shall take place at any one time.

- If reallocations from Fixed Account C are discontinued prior to the end
of the 12 month term, the remaining balance of Fixed Account C will be
reallocated to Fixed Account A.

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
Except for Section 457 plans, 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. With respect to Section
457 plans, for such plans maintained by tax exempt organizations, all rights and
benefits remain the exclusive property of the organization and are subject to
its general creditors. For such plans maintained by state or local governments,
however, all plan assets are maintained for the exclusive benefit of plan
participants in accordance with Section 457(g). 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.

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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
Administrative Office in Minot, North Dakota.

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 earliest Start Date is the first
business day of the first month after issue. 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. If the
Contract Owner does not select a Start Date, the Start Date will be the Contract
Owner's 85th birthday. The latest Start Date is the Contract Owner's 99th
birthday.

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.

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.")

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

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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
canceled. 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.

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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 upon the 1983 Mortality Table
a and a 3% interest rate. Unisex rates will apply for Contracts issued under
Qualified Plans and will be derived by calculating the weighted average of 15%
male mortality and 85% female mortality. Sex-distinct rates will apply for non-
qualified 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.")

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. 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)" and "Taxation of Annuities.") 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.

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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"). Generally, a Qualified Contract
is designed for use where 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),
408, 408A or 457 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 age and tax and
employment status of the individual concerned, the type of retirement plan, 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 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.

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").

No attempt is made to consider any applicable state or other tax laws.

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 a variable account may be.
The number of underlying investment options available under a variable contract
may also be relevant in determining whether the product qualifies for the
desired tax treatment. It is possible that if additional rules, regulations or
guidance in this regard are issued, the Contract may need to be modified to
comply with such additional rules or 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.

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<PAGE> 42

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.

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.

Except as provided in the Code, 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.

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

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<PAGE> 43

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:

- Made on or after the taxpayer reaches age 59 1/2;

- 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);

- Attributable to the taxpayer becoming disabled;

- 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;

- 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

- 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.

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. Some recipients may elect
not to have tax withheld from distributions. 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.

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<PAGE> 44

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 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 permits 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
Sections 408 and 408A of the Code permit eligible individuals to contribute
to an individual retirement program known as an "Individual Retirement Annuity"
or "IRA." All 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.

TRADITIONAL IRAS. Section 408 governs "traditional" IRAs. Subject to
certain income limits, contributions to a traditional IRA may be tax deductible.
Distributions from a traditional IRA, if attributable to deductible
contributions, are generally subject to income tax. Distributions must begin in
the year the contract owner reaches age 70 1/2. Distributions from certain other
types of qualified retirement plans may be "rolled over" on a tax-deferred basis
into a traditional IRA.

ROTH IRAS. Section 408A of the Code permits individuals to contribute to a
special type of IRA called a Roth IRA. The IRA must be designated as a "Roth
IRA" at the time it is established, in accordance with IRS rules. Contributions
to a Roth IRA are not deductible. If certain conditions are met, qualified
distributions from a Roth IRA are tax free. Subject to special limitations, a
distribution from a traditional IRA or another Roth IRA may be rolled over to a
Roth IRA.

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<PAGE> 45

general applicability whether a death benefit provision such as the provision in
the Contract comports with IRS qualification retirements.

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.

SECTION 457 PLANS
Code Section 457 allows tax exempt organizations and state and local
governments to establish deferred compensation plans that allow individuals who
perform services for them as employees or independent contractors to
participate. Plans maintained by tax exempt organizations require that all
rights and benefits provided thereunder remain the property of the employer,
subject to its general creditors. Plans maintained by state and local
governments, however, must be maintained for the exclusive benefit of plan
participants. Section 457 plans are subject to rules and limits on the timing of
deferrals and amount that may be contributed. The Code also regulates when
distributions may (or must) commence. Sale of a Contract for use with Section
457 plans may be subject to special IRS requirements. The IRS has not reviewed
the Contract for qualification purposes.

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.

POSSIBLE CHANGES IN TAXATION

In past years, legislation has been proposed that would have adversely
modified the Federal taxation of certain 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).

Although the likelihood of legislative changes is uncertain, there is
always the possibility that the tax treatment of the Contract 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). You should
consult a tax adviser with respect to legislative developments and their effect
on the Contract.

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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.

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 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. 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. Generally such payments will not exceed 9.75% 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 Company's Administrative Office in Minot, North Dakota, 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.

To reduce expenses, only one copy of most financial reports and
prospectuses, including reports and prospectuses for the Investment Funds, will
be mailed to your household, even if you or other persons in your household have
more than one contract issued by the Company or an affiliate. Call (877)
884-5050 if you need additional copies of financial reports, prospectuses, or
annual and semi-annual reports, or if you would like to receive one copy for
each contract in all future mailings.

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LEGAL PROCEEDINGS

The Variable Account is not a party to any pending legal proceedings. The
Company is a defendant in various lawsuits in connection with the normal conduct
of its insurance operations. Some of the claims seek to be granted class action
status and many of the claims seek both compensatory and punitive damages. In
the opinion of management, the ultimate resolution of such litigation will not
have a material adverse impact to the financial position of the Company.

EXPERTS

The financial statements of Separate Account One as of December 31, 1999
and for the years ended December 31, 1999 and December 31, 1998 and the
statutory basis financial statements of Northern Life Insurance Company as of
and for the years ended December 31, 1999 and December 31, 1998, which are
incorporated by reference in the Statement of Additional Information, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated therein by reference, and have been so
incorporated 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.

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SEPARATE ACCOUNT ONE
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ SAI- 2
Custody of Assets........................................... SAI- 3
Experts..................................................... SAI- 3
Distribution of the Contracts............................... SAI- 3
Calculation of Yields and Total Returns..................... SAI- 3
Company Holidays............................................ SAI-16
Financial Statements........................................ SAI-17
</TABLE>

If you would like to receive a copy of the Separate Account One Statement of
Additional Information, please call 1-877-884-5050 or return this request to:

RELIASTAR SERVICE CENTER

P.O. BOX 5050

MINOT, NORTH DAKOTA 58702-5050

Your name
- --------------------------------------------------------------------------------

Address
- --------------------------------------------------------------------------------

City ------------------------- State ------------------ Zip -----------------

Please send me a copy of the Separate Account One Advantage(SM) Annuity
Statement of Additional Information.

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

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.
39
<PAGE> 49

APPENDIX A

THE FIXED ACCOUNTS
Contributions and reallocations to Fixed Account A, Fixed Account B, and
Fixed Account C (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.

A-1
<PAGE> 50

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.")

A-2
<PAGE> 51

APPENDIX B

PERFORMANCE INFORMATION AND CONDENSED FINANCIAL INFORMATION

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 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.

Total returns generally will be presented in "standardized" format. This
means, among other things, that performance will be shown from the date of
inception of the Variable Account, or, if later, the inception date of the
applicable Investment Fund. In some instances, "non-standardized" returns may be
shown from prior to the inception date of the Variable Account. Non-standardized
information will be accompanied by standardized information.

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

B-1
<PAGE> 52

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.

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.

B-2
<PAGE> 53

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 YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
----------- ----------- ----------- ----------- -----------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund
(From May 1, 2000)
Beginning of period................ N/A N/A N/A N/A N/A
End of period...................... N/A N/A N/A N/A N/A
Units outstanding at end of
period.......................... N/A N/A N/A N/A N/A
THE ALGER AMERICAN FUND:
(All Sub-Accounts from October 20,
1995)
Alger American Growth Portfolio
Beginning of period................ $10.0000 $10.0072 $11.1842 $13.8684 $20.2501
End of period...................... $10.0072 $11.1842 $13.8684 $20.2501 $26.7070
Units outstanding at end of
period.......................... 7,531 162,852 402,925 958,685 2,319,442
Alger American Leveraged AllCap
Portfolio
Beginning of period................ $10.0000 $10.2636 $11.3381 $13.3809 $20.8260
End of period...................... $10.2636 $11.3381 $13.3809 $20.8260 $36.5684
Units outstanding at end of
period.......................... 3,864 130,393 260,380 491,436 1,165,393
Alger American MidCap Growth
Portfolio
Beginning of period................ $10.0000 $ 9.8937 $10.9156 $12.3791 $15.9059
End of period...................... $ 9.8937 $10.9156 $12.3791 $15.9059 $20.6802
Units outstanding at end of
period.......................... 2,208 227,029 405,580 590,794 696,730
Alger American Small Capitalization
Portfolio
Beginning of period................ $10.0000 $ 9.8255 $10.0929 $11.0864 $12.6301
End of period...................... $ 9.8255 $10.0929 $11.0864 $12.6301 $17.8621
Units outstanding at end of
period.......................... 9,498 261,902 527,947 751,967 885,257
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND (VIP):
(All Sub-Accounts from October 20,
1995)
VIP Equity-Income Portfolio
Beginning of period................ $10.0000 $10.7172 $12.0764 $15.2559 $16.7931
End of period...................... $10.7172 $12.0764 $15.2559 $16.7931 $17.6078
Units outstanding at end of
period.......................... 3,922 370,036 1,040,329 1,850,470 2,145,169
VIP Growth Portfolio
Beginning of period................ $10.0000 $ 9.0237 $11.1104 $13.5286 $18.6089
End of period...................... $ 9.8237 $11.1104 $13.5286 $18.6089 $25.2203
Units outstanding at end of
period.......................... 5,112 210,258 624,734 1,117,355 2,139,958
VIP Money Market Portfolio
Beginning of period................ $10.0000 $10.0743 $10.4712 $10.8926 $11.3294
End of period...................... $10.0743 $10.4712 $10.8926 $11.3294 $11.7504
Units outstanding at end of
period.......................... N/A 104,844 446,458 605,376 1,144,601
</TABLE>

B-3
<PAGE> 54

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
----------- ----------- ----------- ----------- -----------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND II (VIP II):
VIP II Asset Manager: Growth
Portfolio
(From October 20, 1995)
Beginning of period................ $10.0000 $10.3997 $12.2902 $15.1675 $17.5847
End of period...................... $10.3997 $12.2982 $15.1675 $17.5847 $19.9860
Units outstanding at end of
period.......................... 6,432 58,201 293,160 652,013 914,250
VIP II Contrafund Portfolio
(From October 20, 1995)
Beginning of period................ $10.0000 $10.2935 $12.3119 $15.0718 $19.3181
End of period...................... $10.2935 $12.3119 $15.0718 $19.3181 $23.6700
Units outstanding at end of
period.......................... 7,417 314,103 1,124,760 2,090,469 3,267,496
VIP II Index 500 Portfolio
(From October 20, 1995)
Beginning of period................ $10.0000 $10.5862 $12.8201 $16.7757 $21.2285
End of period...................... $10.5862 $12.8201 $16.7757 $21.2285 $25.2271
Units outstanding at end of
period.......................... 702 231,904 1,310,992 3,336,587 4,831,869
VIP II Investment Grade Bond
Portfolio
(From April 30, 1999)
Beginning of period................ N/A N/A N/A N/A N/A
End of period...................... N/A N/A N/A N/A $ 9.7937
Units outstanding at end of
period.......................... N/A N/A N/A N/A 222,858
FIDELITY VARIABLE INSURANCE PRODUCTS
FUND III (VIP III):
(From January 1, 1999)
VIP III Growth Opportunities
Portfolio
Beginning of period................ N/A N/A N/A N/A N/A
End of period...................... N/A N/A N/A N/A $10.0435
Units outstanding at end of
period.......................... N/A N/A N/A N/A 337,766
JANUS ASPEN SERIES:
(All Sub-Accounts From August 8,
1997)
Aggressive Growth Portfolio
Beginning of period................ N/A N/A $10.0000 $10.8993 $14.4299
End of period...................... N/A N/A $10.8993 $14.4299 $32.0747
Units outstanding at end of
period.......................... N/A N/A 17,506 143,611 868,257
Growth Portfolio
Beginning of period................ N/A N/A $10.0000 $10.1307 $13.5522
End of period...................... N/A N/A $10.1307 $13.5522 $19.2421
Units outstanding at end of
period.......................... N/A N/A 82,286 662,697 1,788,564
International Growth Portfolio
Beginning of period................ N/A N/A $10.0000 $ 9.5720 $11.0658
End of period...................... N/A N/A $ 9.5720 $11.0658 $19.8902
Units outstanding at end of
period.......................... N/A N/A 81,884 275,637 473,654
Worldwide Growth Portfolio
Beginning of period................ N/A N/A $10.0000 $ 9.7818 $12.4357
End of period...................... N/A N/A $ 9.7818 $12.4357 $20.1668
Units outstanding at end of
period.......................... N/A N/A 295,875 2,066,481 4,030,342
</TABLE>

B-4
<PAGE> 55

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
----------- ----------- ----------- ----------- -----------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NEUBERGER BERMAN ADVISERS MANAGEMENT
TRUST:
Limited Maturity Bond Portfolio
(From August 8, 1997)
Beginning of period................ N/A N/A $10.0000 $10.1973 $10.4971
End of period...................... N/A N/A $10.1973 $10.4971 $10.5041
Units outstanding at end of
period.......................... N/A N/A 22,029 210,709 407,142
Partners Portfolio
(From August 8, 1997)
Beginning of period................ N/A N/A $10.0000 $10.2686 $10.5521
End of period...................... N/A N/A $10.2686 $10.5521 $11.1723
Units outstanding at end of
period.......................... N/A N/A 255,773 1,582,048 1,479,974
Socially Responsive Portfolio
(From January 1, 1999)
Beginning of period................ N/A N/A N/A N/A N/A
End of period...................... N/A N/A N/A N/A $11.3827
Units outstanding at end of
period.......................... N/A N/A N/A N/A 32,883
OCC ACCUMULATION TRUST:
(All Sub-Accounts From August 8,
1997)
Equity Portfolio
Beginning of period................ N/A N/A $10.0000 $10.6410 $11.7375
End of period...................... N/A N/A $10.6410 $11.7375 $11.8684
Units outstanding at end of
period.......................... N/A N/A 45,654 227,143 281,367
Global Equity Portfolio
Beginning of period................ N/A N/A $10.0000 $ 9.4593 $10.5673
End of period...................... N/A N/A $ 9.4593 $10.5673 $13.1847
Units outstanding at end of
period.......................... N/A N/A 18,968 70,138 86,458
Managed Portfolio
Beginning of period................ N/A N/A $10.0000 $10.0801 $10.6480
End of period...................... N/A N/A $10.0801 $10.6480 $11.0246
Units outstanding at end of
period.......................... N/A N/A 274,773 1,659,488 1,595,696
Small Cap Portfolio
Beginning of period................ N/A N/A $10.0000 $10.1959 $ 9.1466
End of period...................... N/A N/A $10.1959 $ 9.1466 $ 8.8541
Units outstanding at end of
period.......................... N/A N/A 48,630 252,954 309,634
PILGRIM VARIABLE PRODUCTS TRUST:
Pilgrim VP Growth Opportunities
Portfolio
(From May 1, 2000)
Beginning of period................ N/A N/A N/A N/A N/A
End of period...................... N/A N/A N/A N/A N/A
Units outstanding at end of
period.......................... N/A N/A N/A N/A N/A
Pilgrim VP Growth + Value Portfolio
(From October 20, 1995)
Beginning of period................ $10.0000 $10.1010 $12.2601 $13.8613 $16.3103
End of period...................... $10.1010 $12.2601 $13.8613 $16.3103 $31.3606
Units outstanding at end of
period.......................... 1,068 318,138 1,118,716 1,333,885 1,501,434
</TABLE>

B-5
<PAGE> 56

- The Sub-Accounts investing in The Alger American Fund, Fidelity Variable
Insurance Products Fund, Fidelity Variable Insurance Products Fund II and
Pilgrim Variable Products Trust Growth + Value Portfolio, Research
Enhanced Index Portfolio, and Small Cap Opportunities Portfolio were not
available through the Variable Account prior to 1995.

- The Sub-Accounts investing in the Janus Aspen Series, Neuberger Berman
AMT Limited Maturity Bond Portfolio and Partners Portfolio, the Pilgrim
Variable Products Trust High Yield Bond Portfolio, the Pilgrim Variable
Products Trust International Value Portfolio and OCC Accumulation Trust
were not available through the Variable Account prior to August 8, 1997.

- The Sub-Accounts investing in the Fidelity Variable Insurance Products
Fund III and Neuberger Berman AMT Socially Responsive Portfolio were not
available through the Variable Account prior to January 1, 1999.

- The Sub-Accounts investing in the Fidelity VIP II Investment Grade Bond
Portfolio were not available through the Variable Account prior to April
30, 1999.

B-6
<PAGE> 57

- The Sub-Accounts investing in the AIM V.I. Dent Demographic Trends Fund
and the Pilgrim Variable Products Trust Growth Opportunities Portfolio,
MagnaCap Portfolio, and MidCap Opportunities Portfolio were not available
through the Variable Account prior to May 1, 2000.

- The Pilgrim Variable Products Trust SmallCap Opportunities Portfolio
(formerly the Northstar Galaxy Trust Emerging Growth Portfolio) operated
under an investment objective of seeking income balanced with capital
appreciation from inception through November 8, 1998, when the investment
objective was modified to seeking long-term capital appreciation. The
Pilgrim Variable Products Trust Research Enhanced Index Portfolio
(formerly the Northstar Galaxy Trust Multi-Sector Bond Portfolio)
operated under an investment objective of seeking current income while
preserving capital through April 29, 1999, when the investment objective
was modified to seeking long-term capital appreciation.

B-7
<PAGE> 58

MAY 1, 2000

NORTHERN LIFE

ADVANTAGE CENTURY(SM) ANNUITY

INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS

ISSUED BY

SEPARATE ACCOUNT ONE
NORTHERN LIFE INSURANCE COMPANY

PROFILE OF OUR INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACTS

1. THE ANNUITY CONTRACT: The fixed and variable annuity contracts we are
offering are contracts between you, the owner, and us, Northern Life Insurance
Company (the "Company").

We offer five series of 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, a flexible premium
individual retirement annuity contract, and a flexible premium individual
deferred annuity contract for deferred compensation plans established under
Section 457 of the Code ("Flex Series"). The Retail Series Contracts include a
flexible premium individual deferred tax sheltered annuity contract, a flexible
premium individual retirement annuity contract, and a flexible premium
individual deferred annuity contract for deferred compensation plans established
under Section 457 of the Code ("Retail Series"). The Plus Series Contracts
include a flexible premium individual deferred tax sheltered annuity contract, a
flexible premium individual retirement annuity contract, and a flexible premium
individual deferred annuity contract for deferred compensation plans established
under Section 457 of the Code ("Plus Series"). The RIA Series Contracts include
a flexible premium individual deferred tax sheltered annuity contract, a
flexible premium individual retirement annuity contract, and a flexible premium
individual deferred annuity contract for deferred compensation plans established
under Section 457 of the Code ("RIA Series"). Only the Retail Series Contracts
are offered through this Profile and the accompanying Prospectus.

For Retail Series Contracts which are Qualified Plans, the Company will
accept 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 Retail Series Contracts, 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.

Through the Variable Account, the Contracts offer up to 32 investment
options from which you can choose up to 16 over the lifetime of the Contract.
The returns on these investment options are not guaranteed and you can possibly
lose money. Currently, there is a $25 charge for each transfer in excess of 24
transfers per Contract Year.

i
<PAGE> 59

a withdrawal. The amounts accumulated during the accumulation phase will
determine the amount of annuity payments. The income phase occurs when you begin
receiving regular annuity payments from your contract on the annuity
commencement date.

3. PURCHASE: The minimum amount the Company will accept as an initial purchase
payment is $5,000 per lump sum payment for Retail Series Contracts (or if
periodic payments are being made, the minimum is $50 per periodic payment). The
Company may choose not to accept any subsequent purchase payment for a Retail
Series Contract if it is less than $5,000 (or if periodic payments are being
made, the payment is less than $50). The Company may choose not to accept any
subsequent purchase payments if the additional payments, when added to the
Contract Value at the next Valuation Date, would exceed $1,000,000.

<TABLE>
<CAPTION>
FIDELITY FIDELITY FIDELITY
AIM VARIABLE THE ALGER VARIABLE INSURANCE VARIABLE INSURANCE VARIABLE INSURANCE
INSURANCE FUNDS AMERICAN FUND PRODUCTS FUND PRODUCTS FUND II PRODUCTS FUND III
- --------------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Alger American VIP Equity-Income VIP II Asset VIP III Growth
Trends Fund Growth Portfolio Manager: Opportunities
Portfolio VIP Growth Portfolio Growth Portfolio Portfolio
Alger American VIP Money Market VIP II Contrafund(R)
Leveraged Portfolio Portfolio
AllCap Portfolio VIP II Index 500
Alger American Portfolio
MidCap VIP II Investment
Growth Portfolio Grade
Alger American Small Bond Portfolio
Capitalization
Portfolio
</TABLE>

<TABLE>
<CAPTION>
NEUBERGER BERMAN
JANUS ASPEN SERIES ADVISERS MANAGEMENT TRUST OCC ACCUMULATION TRUST PILGRIM VARIABLE PRODUCTS TRUST
- -------------------------- ------------------------------ ------------------------------ -------------------------------
<S> <C> <C> <C>
Aggressive Growth Limited Maturity Bond Equity Portfolio Growth Opportunities Portfolio
Portfolio Portfolio Global Equity Portfolio Growth + Value Portfolio
Growth Portfolio Partners Portfolio Managed Portfolio High Yield Bond Portfolio
International Growth Socially Responsive Portfolio Small Cap Portfolio International Value Portfolio
Portfolio MagnaCap Portfolio
Worldwide Growth Portfolio MidCap Opportunities
Portfolio
Research Enhanced Index
Portfolio
SmallCap Opportunities
Portfolio
</TABLE>

Depending upon market conditions, you can make or lose money in any of these
Funds.

5. EXPENSES: The Contract has insurance features and investment features, and
there are costs related to each.

ii
<PAGE> 60

Each year the Company deducts a $30 contract maintenance charge from your
Contract. The Company reserves the right to waive this Annual Contract Charge
where the cumulative purchase payments, less any cumulative partial surrenders,
exceed $25,000. For a Retail Series Contract, we will also waive this charge
where specified conditions are met. For example, we may waive this charge if the
Contract Value exceeds $50,000 (for non-qualified or IRA Contracts) or $25,000
(for TSA or 457 plan Contracts) or if the annual purchase payments, less any
cumulative partial surrenders equal or exceed $5,000. We also deduct for
insurance and administrative charges which annually total 1.40% of the average
daily value of your Contract allocated to the investment portfolios.

There are also investment fund annual expenses which range from 0.27% to
1.53% of the average daily value of the investment fund depending upon the
investment option which you select.

No deduction for a sales charge is made from Purchase Payments on the date
they are received by the Company. However, if you take all or a part of your
money out, we may assess a withdrawal charge. For Retail Series Contracts issued
as a Non-Qualified or IRA Contract this charge for each purchase payment is
equal to a maximum of 7% in years 1 and 2 and reduces to 0 after year 6. For
Retail Series Contracts issued as a TSA or 457 Contract, this charge for each
purchase payment is equal to a maximum of 7% in years 1 and 2 and reduces to 0
after year 6; however, 12 years after the original Issue Date, this charge will
automatically be 0. We may also assess a state premium tax charge which ranges
from 0% to 3.5% depending upon the state.

The following chart is designed to help you understand the expenses in the
Retail Series Contract. The column "Total Annual Expenses" shows the total of
the $30 contract maintenance charge (which is represented as .18% below), the
1.40% insurance charges, and the investment expenses for each investment
portfolio. The next two columns show you two examples of the expenses, in
dollars, you would pay under a Contract. The examples assume that you invested
$1,000 in a Contract which earns 5% annually and that you withdraw your money:
(1) at the end of year 1, and (2) at the end of year 10. For year 1, the Total
Annual Expenses are assessed as well as the withdrawal charges. For year 10, the
example shows the aggregate of all the annual expenses assessed for the 10
years, but there is no withdrawal charge. The premium tax is assumed to be 0% in
both examples.

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT END OF:
TOTAL TOTAL --------------------
ANNUAL ANNUAL 1 YEAR 10 YEAR
INSURANCE PORTFOLIO TOTAL ANNUAL RETAIL RETAIL
INVESTMENT FUNDS CHARGES EXPENSES EXPENSES SERIES SERIES
- ---------------- --------- --------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund....... 1.58% 1.40% 2.98% $94 $327
THE ALGER AMERICAN FUND:
Alger American Growth
Portfolio................................ 1.58% 0.79% 2.37% $89 $269
Alger American Leveraged AllCap Portfolio... 1.58% 0.93% 2.51% $90 $282
Alger American MidCap Growth Portfolio...... 1.58% 0.85% 2.43% $89 $275
Alger American Small Capitalization
Portfolio................................ 1.58% 0.90% 2.48% $90 $280
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
VIP Equity-Income Portfolio................. 1.58% 0.56% 2.14% $87 $246
VIP Growth Portfolio........................ 1.58% 0.65% 2.23% $87 $255
VIP Money Market Portfolio.................. 1.58% 0.27% 1.85% $84 $216
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
VIP II Asset Manager: Growth Portfolio...... 1.58% 0.70% 2.28% $88 $260
VIP II Contrafund Portfolio................. 1.58% 0.65% 2.23% $87 $255
VIP II Index 500 Portfolio.................. 1.58% 0.28% 1.86% $84 $217
VIP II Investment Grade Bond Portfolio...... 1.58% 0.54% 2.12% $86 $244
</TABLE>

iii
<PAGE> 61

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT END OF:
TOTAL TOTAL --------------------
ANNUAL ANNUAL 1 YEAR 10 YEAR
INSURANCE PORTFOLIO TOTAL ANNUAL RETAIL RETAIL
INVESTMENT FUNDS CHARGES EXPENSES EXPENSES SERIES SERIES
- ---------------- --------- --------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III:
VIP III Growth Opportunities Portfolio...... 1.58% 0.68% 2.26% $88 $258
JANUS ASPEN SERIES:
Aggressive Growth Portfolio................. 1.58% 0.67% 2.25% $88 $257
Growth Portfolio............................ 1.58% 0.67% 2.25% $88 $257
International Growth Portfolio.............. 1.58% 0.76% 2.34% $88 $266
Worldwide Growth Portfolio.................. 1.58% 0.70% 2.28% $88 $260
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST:
Limited Maturity Bond Portfolio............. 1.58% 0.76% 2.34% $88 $266
Partners Portfolio.......................... 1.58% 0.87% 2.45% $89 $277
Socially Responsive Portfolio............... 1.58% 1.53% 3.11% $96 $339
OCC ACCUMULATION TRUST:
Equity Portfolio............................ 1.58% 0.91% 2.49% $90 $280
Global Equity Portfolio..................... 1.58% 1.10% 2.68% $92 $299
Managed Portfolio........................... 1.58% 0.83% 2.41% $89 $273
Small Cap Portfolio......................... 1.58% 0.89% 2.47% $90 $279
PILGRIM VARIABLE PRODUCTS TRUST:
Growth Opportunities Portfolio.............. 1.58% 0.90% 2.48% $90 $280
Growth + Value Portfolio.................... 1.58% 0.80% 2.38% $89 $270
High Yield Bond Portfolio................... 1.58% 0.80% 2.38% $89 $270
International Value Portfolio............... 1.58% 1.00% 2.58% $91 $289
MagnaCap Portfolio.......................... 1.58% 0.90% 2.48% $90 $280
MidCap Opportunities Portfolio.............. 1.58% 0.90% 2.48% $90 $280
Research Enhanced Index Portfolio........... 1.58% 0.89% 2.47% $90 $280
SmallCap Opportunities Portfolio............ 1.58% 0.90% 2.48% $90 $280
</TABLE>

7. ACCESS TO YOUR MONEY: You can take money out at any time during the
accumulation phase. For a Retail Series Contract, during any Contract Year, you
can take the greater of: all Contract earnings; or 10% (as of the last Contract
Anniversary) of purchase payments still subject to a surrender fee. Withdrawals
in excess of these amounts will be charged the applicable surrender charge.
After we have a payment for 6 years, there is no charge for withdrawals for
those payments. You may also have to pay income tax and a tax penalty on any
money you take out. Withdrawals from Contracts that are tax sheltered annuity
contracts established pursuant to Section 403(b) of the Code are subject to
special restrictions on withdrawals, as discussed in the Prospectus.

iv
<PAGE> 62

8. PERFORMANCE: The value of the Contract will vary up or down depending upon
the investment performance of the investment funds you choose. The following
chart shows total returns through December 31, 1999, for each investment fund
for the time periods shown. This chart reports performance returns only from the
date an investment fund was offered through the Variable Account by one or more
Contracts and for periods where our Contracts offered the investment fund for a
complete year. These numbers reflect the insurance charges, the contract
maintenance charge, the investment expenses and all other expenses of the
investment fund. These numbers do not reflect any withdrawal charges and if
applied these charges would reduce such performance. Past performance is not a
guarantee of future results. Investment in the money market fund option is
neither insured nor guaranteed by the U.S. government and there can be no
assurance that it will be able to maintain a stable net asset value of $1 per
share.

Performances of certain of the portfolios reflect a voluntary expense
limitation, as described in the prospectus. In the absence of this voluntary
limitation the total return would have been lower.

<TABLE>
<CAPTION>
CALENDAR YEAR
-------------
1999
----
<S> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund..................... N/A
THE ALGER AMERICAN FUND
Alger American Growth Portfolio........................... 31.71%
Alger American Leveraged AllCap Portfolio................. 75.41%
Alger American MidCap Growth Portfolio.................... 29.84%
Alger American Small Capitalization Portfolio............. 41.25%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity-Income Portfolio............................... 4.67%
VIP Growth Portfolio...................................... 35.35%
VIP Money Market Portfolio................................ 3.54%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager: Growth Portfolio.................... 13.48%
VIP II Contrafund Portfolio............................... 22.35%
VIP II Index 500 Portfolio................................ 18.66%
VIP II Investment Grade Bond Portfolio.................... (2.60)%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP III Growth Opportunities Portfolio.................... 2.65%
JANUS ASPEN SERIES
Aggressive Growth Portfolio............................... 122.10%
Growth Portfolio.......................................... 41.81%
International Growth Portfolio............................ 79.57%
Worldwide Growth Portfolio................................ 61.99%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio........................... (0.11)%
Partners Portfolio........................................ 5.70%
Socially Responsive Portfolio............................. N/A
OCC ACCUMULATION TRUST
Equity Portfolio.......................................... 0.94%
Global Equity Portfolio................................... 24.59%
Managed Portfolio......................................... 3.36%
Small Cap Portfolio....................................... (3.37)%
</TABLE>

v
<PAGE> 63

<TABLE>
<CAPTION>
CALENDAR YEAR
-------------
1999
----
<S> <C>
PILGRIM VARIABLE PRODUCTS TRUST:
Growth Opportunities Portfolio............................ N/A
Growth + Value Portfolio.................................. 92.10%
High Yield Bond Portfolio................................. (4.74)%
International Value Portfolio............................. 47.91%
MagnaCap Portfolio........................................ N/A
MidCap Opportunities Portfolio............................ N/A
Research Enhanced Index Portfolio......................... 4.17%
SmallCap Opportunities Portfolio.......................... 137.52%
</TABLE>

9. DEATH BENEFIT: If you die prior to the income phase, the person you have
chosen as your beneficiary will receive a death benefit. For Retail Series
Contracts, this death benefit will be the greater of three amounts: 1) the money
you've put in reduced by any money you've taken out, any Outstanding Loan
Balance and previously deducted Annual Contract Charges, or 2) the current value
of your Contract less the Outstanding Loan Balance, or 3) the value of your
Contract at the most recent Specified Contract Anniversary (which is described
in the Prospectus as each sixth Contract Anniversary) plus any money you've
added since that anniversary reduced by any money you've taken out since that
anniversary or any Outstanding Loan Balance and previously deducted Annual
Contract Charges. For an additional premium of .15% you can purchase a rider
that will provide a death benefit that is the greater of (1), (2) or (3) and the
Specified Contract Anniversary is each Contract Anniversary. If you die after
age 80, your beneficiary will receive the greater of (1) or (2).

10. OTHER INFORMATION

FREE LOOK. For Retail Series Contracts, if you cancel the Contract within 10
days after receiving it (or whatever period is required in your state), we will
return the Contract Value without assessing a withdrawal charge unless otherwise
required by state law. The Contract Value may be more or less than your original
payment.

For Retail Series Contracts, if you reside in a state requiring the return
of purchase payments made for any cancellation during a free look period the
amount of your initial payments will be allocated to the money market option
during the free look period in your state plus five calendar days. If you cancel
your Contract we will return your payments made or the Contract Value, whichever
is larger. If you keep your Contract, we will then allocate your initial
payments plus Contract Earnings to the appropriate fund(s) you have chosen.

NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.

ADDITIONAL FEATURES. This Contract has additional Features you might be
interested in. These include:

- If the Contract you purchase is issued for use with a Qualified Plan
pursuant to Section 403(b) of the Code, loans from the Contract may be
available. These loans are subject to certain restrictions.

vi
<PAGE> 64

- The Company will automatically readjust the money in your Contract
between investment portfolios periodically to keep the blend you select.
We call this feature Automatic Reallocation.

These features are not available in all states and may not be suitable for your
particular situation.

11. INQUIRIES If you need more information, please contact us at:

Northern Life Insurance Company
P.O. Box 5050
Minot, North Dakota 58702-5050
1-877-884-5050

or the distributor of the Contracts, our affiliated Company,

Washington Square Securities, Inc.
20 Washington Avenue South
Minneapolis, Minnesota 55401
1-800-621-3750

or your registered representative.

vii
<PAGE> 65

NORTHERN LIFE

ADVANTAGE CENTURY(SM) ANNUITY

INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
ISSUED BY
SEPARATE ACCOUNT ONE
NORTHERN LIFE INSURANCE COMPANY
1501 FOURTH AVENUE, SUITE 1000, SEATTLE, WASHINGTON 98101-3620
TELEPHONE: (206) 292-1111

Northern Life Insurance Company (the "Company") offers five series of
flexible premium Individual Deferred Variable/Fixed Annuity Contracts
("Contracts") for use in connection with retirement plans qualifying for special
tax treatment under the Internal Revenue Code. (See "Federal Tax Status."). The
five Series of Contracts offered by the Company (the "Flex Series", the
"Transfer Series", the "Retail Series", the "Plus Series" and the "RIA Series")
differ in the amount of Purchase Payments required, when Purchase Payments can
be made and certain charges imposed under the Contracts. In addition, the
Transfer Series Contracts, the Retail Series Contracts, the Plus Series
Contracts and the RIA Series Contracts are offered on a non-qualified basis.
This Prospectus describes and offers only the Retail Series Contracts, also
known as the Northern Life Advantage Century(sm) Annuity.

The Retail Series 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.

Subject to certain restrictions, you can allocate premiums to:

- three separate Fixed Accounts (Fixed Account A, Fixed Account B, and
Fixed Account C), which are accounts that provide a minimum specified
rate of interest; and

- Sub-Accounts of Separate Account One (the "Variable Account"), a
variable account allowing you to invest in certain portfolios of the
following Funds (the "Investment Funds"):

AIM Variable Insurance Funds

OCC Accumulation Trust

Pilgrim Variable Products Trust

Additional information about the Contracts, the Company, and the Variable
Account is contained in a Statement of Additional Information dated May 1, 2000,
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 5050, Minot, North Dakota 58702-5050, by calling (877)
884-5050, 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 37 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.

These insurance and investment products:

- ARE NOT BANK DEPOSITS OR GUARANTEED BY A BANK

- ARE NOT INSURED OR GUARANTEED BY THE FDIC, THE FEDERAL RESERVE BOARD OR
ANY OTHER GOVERNMENT AGENCY

- ARE AFFECTED BY MARKET FLUCTUATIONS AND INVOLVE INVESTMENT RISK,
INCLUDING POSSIBLE LOSS OF PRINCIPAL

THE DATE OF THIS PROSPECTUS IS MAY 1, 2000.

<PAGE> 66

TABLE OF CONTENTS

<TABLE>
<S> <C>
Definitions................................................. 4
Summary of Contract Expenses................................ 6
The Company................................................. 11
The Variable Account........................................ 11
Investments of the Variable Account......................... 11
Reinvestment.............................................. 15
Addition, Deletion or Substitution of Fund Shares......... 15
Charges Made by the Company................................. 16
Withdrawal Charge (Contingent Deferred Sales Charge)...... 16
Partial Waiver of Withdrawal Charge....................... 16
Annual Contract Charge.................................... 17
Mortality Risk Charge..................................... 17
Expense Risk Charge....................................... 18
Administrative Charge..................................... 18
Sufficiency of Charges.................................... 18
Premium and Other Taxes................................... 18
Reduction of Charges...................................... 18
Expenses of the Funds..................................... 19
Administration.............................................. 19
The Contracts............................................... 19
Contract Application and Purchase Payments................ 19
Revocation................................................ 20
Allocation of Purchase Payments........................... 20
Accumulation Unit Value................................... 20
Net Investment Factor..................................... 20
Death Benefit Before the Start Date....................... 21
Payment of Death Benefit Before the Start Date............ 21
Death Benefit After Start Date............................ 22
Withdrawal (Redemption)................................... 22
Systematic Withdrawals.................................... 23
Loans Available from Certain Qualified Contracts.......... 23
Reallocations............................................. 24
Written Reallocations.................................. 25
Telephone Reallocations................................ 25
Automatic Reallocations................................ 25
Dollar Cost Averaging Reallocations.................... 26
Reallocations from the Fixed Accounts.................. 26
Assignments............................................... 27
Contract Owner and Beneficiaries.......................... 27
Contract Inquiries........................................ 27
Annuity Provisions.......................................... 28
Start Date................................................ 28
Annuity Payout Selection.................................. 28
Forms of Annuity Payouts.................................. 28
Frequency and Amount of Annuity Payouts................... 29
Annuity Payouts........................................... 29
Sub-Account Annuity Unit Value............................ 29
Assumed Investment Rate................................... 29
Partial Annuitization..................................... 30
</TABLE>

2
<PAGE> 67

<TABLE>
<S> <C>
Federal Tax Status.......................................... 30
Introduction.............................................. 30
Tax Status of the Contract................................ 30
Taxation of Annuities..................................... 31
Transfers, Assignments or Exchanges of a Contract......... 33
Withholding............................................... 33
Multiple Contracts........................................ 33
Taxation of Qualified Plans............................... 33
Corporate Pension and Profit-Sharing Plans and H.R. 10
Plans.................................................. 33
Individual Retirement Annuities........................... 34
Tax Sheltered Annuities................................... 34
Section 457 Plans......................................... 34
Possible Charge for the Company's Taxes................... 34
Other Tax Consequences.................................... 35
Possible Changes in Taxation.............................. 35
Voting of Fund Shares....................................... 35
Distribution of the Contracts............................... 35
Reports to Contract Owners.................................. 36
Legal Proceedings........................................... 36
Experts..................................................... 36
Further Information......................................... 36
Separate Account One Statement of Additional Information
Table of Contents......................................... 37
Appendix A: The Fixed Accounts.............................. A-1
Appendix B: Performance Information and Condensed Financial
Information............................................... B-1
</TABLE>

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