SEPARATE ACCOUNT ONE OF NORTHERN LIFE INSURANCE CO, N-4, 2000-03-21

SEPARATE ACCOUNT ONE OF NORTHERN LIFE INSURANCE CO
N-4, 2000-03-21

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<PAGE> 1

FILE NO. 333-
811-9002

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MARCH 21, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

INITIAL FILING ON
FORM N-4

<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 [X]
AMENDMENT NO. [ ]
</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
[ ] on (date), pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on (date), pursuant to paragraph (a) of Rule 485.

If appropriate, check the following box:
This post-effective amendment designates a new effective date of a previously
filed post-effective amendment.

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

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

A registration statement relating to the Pilgrim VP Trust Growth
Opportunities Portfolio, MagnaCap Portfolio, and MidCap Portfolio ("the
Portfolios") has been filed with the Securities and Exchange Commission
but has not yet become effective as of the date of this Prospectus
Supplement. Shares of these Portfolios may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes
effective. This Prospectus and Prospectus Supplement shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities issued by the Portfolios nor shall there be any sale of the
Portfolios' securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.

NORTHERN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT ONE
ADVANTAGE RIA(SM) ANNUITY
PROSPECTUS SUPPLEMENT DATED APRIL 3, 2000 TO THE
PROSPECTUS DATED APRIL 3, 2000

RESTRUCTURING OF NORTHSTAR INVESTMENT FUNDS

The Northstar group of investment funds is being restructured effective April
30, 2000.

Initially, the name of the Northstar group is being changed from the Northstar
Galaxy Trust to the Pilgrim Variable Products Trust.

In addition, the names of the individual Northstar investment portfolios are
being changed as follows:

<TABLE>
<CAPTION>
CURRENT NAME NEW NAME
------------ --------
<S> <C>
Northstar Emerging Growth Portfolio Pilgrim VP SmallCap Opportunities Portfolio
Northstar Growth + Value Portfolio Pilgrim VP Growth + Value Portfolio
Northstar High Yield Bond Portfolio Pilgrim VP High Yield Bond Portfolio
Northstar International Value Portfolio Pilgrim VP International Value Portfolio
Northstar Research Enhanced Index Portfolio Pilgrim VP Research Enhanced Index Portfolio
</TABLE>

The Prospectus to which this Supplement is attached uses the new names, and
refers to the investment funds as the Pilgrim funds.

Further, the investment manager to the Northstar investment funds, Pilgrim
Advisors, Inc. ("Pilgrim Advisors"), is being merged with and into Pilgrim
Investments, Inc. ("Pilgrim Investments"). Pilgrim Advisors and Pilgrim
Investments are under common ownership and control. The merger of Pilgrim
Advisors and Pilgrim Investments will not result in a change of principal
portfolio manager for any Northstar portfolio, and it is not anticipated to
affect the management of the Northstar investment funds in any significant
respect.

AVAILABILITY OF NEW INVESTMENT FUNDS

The following new investment funds, listed in the Prospectus, are not available
as sub-account investments until May 1, 2000:

AIM Dent Demographic Trends Fund
Pilgrim VP Growth Opportunities Portfolio
Pilgrim VP MagnaCap Portfolio
Pilgrim VP MidCap Opportunities Portfolio

For more complete information about any of the new investment funds, including
charges and expenses, you can obtain a prospectus by calling (800) ____________.
You should read it carefully before you allocate monies to any of these funds.
<PAGE> 4

APRIL 3, 2000

NORTHERN LIFE
ADVANTAGE RIA(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 RIA Series Contracts are
offered through this Profile and the accompanying Prospectus.

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

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 you can possibly
lose money. Currently, there is a $25 charge for each transfer in excess of 24
transfers per Contract Year.

The RIA Series Contracts offer two 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 are guaranteed by the Company.

i
<PAGE> 5

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. For RIA Series Contracts, you can choose to have
annuity payments come from Fixed Account A, the Variable Account or both. 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 $25,000 for RIA Series Contracts. The Company may choose not to
accept any subsequent purchase payment for RIA Series Contracts if it is less
than $5,000. 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

ii
<PAGE> 6

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.

PORTFOLIO
<TABLE>
<CAPTION>
AIM VARIABLE INSURANCE THE ALGER FIDELITY VARIABLE INSURANCE FIDELITY VARIABLE INSURANCE
FUNDS, INC. AMERICAN FUND PRODUCTS FUND PRODUCTS FUND II
- ------------------------------ ------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
AIM V.I. Dent Demographic Alger American VIP Equity-Income VIP II Asset Manager:
Trends Fund Growth Portfolio Portfolio Growth Portfolio
Alger American VIP Growth Portfolio VIP II Contrafund
Leveraged AllCap VIP Money Market Portfolio
Portfolio Portfolio VIP II Index 500
Alger American Portfolio
MidCap Growth VIP II Investment Grade
Portfolio Bond Portfolio
Alger American
Small
Capitalization
Portfolio
<CAPTION>
NEUBERGER BERMAN
ADVISERS PILGRIM VARIABLE
JANUS ASPEN SERIES MANAGEMENT TRUST OCC ACCUMULATION TRUST PRODUCTS TRUST
- ------------------------------ ------------------- ---------------------- ---------------------------
<S> <C> <C> <C>
Aggressive Growth Portfolio Limited Maturity Equity Portfolio Pilgrim VP Growth
Growth Portfolio Bond Portfolio Global Equity Portfolio Opportunities Portfolio
International Growth Portfolio Partners Portfolio Managed Portfolio Pilgrim VP Growth + Value
Worldwide Growth Portfolio Socially Responsive Small Cap Portfolio Portfolio
Portfolio Pilgrim VP High Yield
Bond Portfolio
Pilgrim VP International
Value Portfolio
Pilgrim VP MagnaCap
Portfolio
Pilgrim VP Midcap
Opportunities Portfolio
Pilgrim VP Research
Enhanced Index Portfolio
Pilgrim VP SmallCap
Opportunities Portfolio

<CAPTION>
FIDELITY VARIABLE INSURANCE
PRODUCTS FUND III
----------------------------
<S> <C>
VIP III Growth
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.

There are 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. There is no withdrawal charge for RIA Series
Contracts.

We may also assess a state premium tax charge which ranges from 0% to 3.5%
depending upon the state.

iii
<PAGE> 7

The following chart is designed to help you understand the expenses in the
Contract.

The column "Total Annual Expenses" shows the .60% insurance charges (1.40%
charges less a .80% product asset credit which is applied monthly) and the
investment expenses for each investment portfolio. The Total Annual Expenses are
assessed for year 1 and year 10. There is no withdrawal charge.

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT
END OF:
TOTAL TOTAL -----------------
ANNUAL ANNUAL TOTAL 1 YEAR 10 YEAR
INSURANCE PORTFOLIO ANNUAL RIA RIA
INVESTMENT FUNDS CHARGES EXPENSES EXPENSES SERIES SERIES
---------------- --------- --------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Dent Demographic Trends Fund..................... 0.60% 1.40% 2.00% $20 $232
THE ALGER AMERICAN FUND:
Alger American Growth Portfolio........................... 0.60% 0.79% 1.39% $14 $166
Alger American Leveraged AllCap Portfolio................. 0.60% 0.93% 1.53% $16 $182
Alger American MidCap Growth Portfolio.................... 0.60% 0.85% 1.45% $15 $173
Alger American Small Capitalization Portfolio............. 0.60% 0.90% 1.50% $15 $178
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
VIP Equity-Income Portfolio............................... 0.60% 0.56% 1.16% $12 $140
VIP Growth Portfolio...................................... 0.60% 0.65% 1.25% $13 $151
VIP Money Market Portfolio................................ 0.60% 0.27% 0.87% $ 9 $107
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
VIP II Asset Manager: Growth Portfolio.................... 0.60% 0.70% 1.30% $13 $156
VIP II Contrafund Portfolio............................... 0.60% 0.65% 1.25% $13 $151
VIP II Index 500 Portfolio................................ 0.60% 0.28% 0.88% $ 9 $108
VIP II Investment Grade Bond Portfolio.................... 0.60% 0.54% 1.14% $12 $138
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III:
VIP III Growth Opportunities Portfolio.................... 0.60% 0.68% 1.28% $13 $154
JANUS ASPEN SERIES:
Aggressive Growth Portfolio............................... 0.60% 0.67% 1.27% $13 $153
Growth Portfolio.......................................... 0.60% 0.67% 1.27% $13 $153
International Growth Portfolio............................ 0.60% 0.76% 1.36% $14 $163
Worldwide Growth Portfolio................................ 0.60% 0.70% 1.30% $13 $156
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST:
Limited Maturity Bond Portfolio........................... 0.60% 0.76% 1.36% $14 $163
Partners Portfolio........................................ 0.60% 0.87% 1.47% $15 $175
Socially Responsive Portfolio............................. 0.60% 1.53% 2.13% $22 $245
OCC ACCUMULATION TRUST:
Equity Portfolio.......................................... 0.60% 0.91% 1.51% $15 $179
Global Equity Portfolio................................... 0.60% 1.10% 1.70% $17 $200
Managed Portfolio......................................... 0.60% 0.83% 1.43% $15 $171
Small Cap Portfolio....................................... 0.60% 0.89% 1.49% $15 $177
</TABLE>

iv
<PAGE> 8

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. For RIA Series Contracts, there are no withdrawal charges.
You may 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.

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 since there
is no withdrawal charge for RIA Series Contracts and there would be no reduction
in performance returns for RIA Series Contracts. 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.

v
<PAGE> 9

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, INC.
AIM V.I. Dent Demographic Trends Fund..................... N/A
THE ALGER AMERICAN FUND
Alger American Growth Portfolio........................... 32.94%
Alger American Leveraged AllCap Portfolio................. 77.00%
Alger American MidCap Growth Portfolio.................... 31.06%
Alger American Small Capitalization Portfolio............. 42.56%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity-Income Portfolio............................... 5.69%
VIP Growth Portfolio...................................... 36.61%
VIP Money Market Portfolio................................ 4.55%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager: Growth Portfolio.................... 14.57%
VIP II Contrafund Portfolio............................... 28.51%
VIP II Index 500 Portfolio................................ 19.79%
VIP II Investment Grade Bond Portfolio.................... (1.64)%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP III Growth Opportunities Portfolio.................... 3.65%
JANUS ASPEN SERIES
Aggressive Growth Portfolio............................... 124.06%
Growth Portfolio.......................................... 43.12%
International Growth Portfolio............................ 81.19%
Worldwide Growth Portfolio................................ 63.47%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio........................... 0.87%
Partners Portfolio........................................ 6.73%
Socially Responsive Portfolio............................. N/A
OCC ACCUMULATION TRUST
Equity Portfolio.......................................... 1.93%
Global Equity Portfolio................................... 25.77%
Managed Portfolio......................................... 4.37%
Small Cap Portfolio....................................... (2.42)%
PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP Growth Opportunities Portfolio................. N/A
Pilgrim VP Growth + Value Portfolio....................... 93.82%
Pilgrim VP High Yield Bond Portfolio...................... (3.80)%
Pilgrim VP International Value Portfolio.................. 49.28%
Pilgrim VP MagnaCap Portfolio............................. N/A
Pilgrim VP MidCap Opportunities Portfolio................. N/A
Pilgrim VP Research Enhanced Index Portfolio.............. 5.19%
Pilgrim VP SmallCap Opportunities Portfolio............... 139.60%
</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 RIA Series
Contracts, this death benefit will be the greater of: 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.

vi
<PAGE> 10

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, unless otherwise required by applicable law.

For RIA 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.

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 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> 11

NORTHERN LIFE
ADVANTAGE RIA(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 RIA Series Contracts, also known
as the Northern Life Advantage RIA(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:

- for the RIA Series Contracts, two separate Fixed Accounts (Fixed Account
A 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, Inc.
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 April 3,
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 35 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

- 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 is accompanied by the current prospectuses for the investment
funds offered by AIM Variable Insurance Funds, Inc., 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 APRIL 3, 2000
<PAGE> 12

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
Annual Contract Charge.................................... 16
Mortality Risk Charge..................................... 16
Expense Risk Charge....................................... 16
Administrative Charge..................................... 17
Sufficiency of Charges.................................... 17
Premium and Other Taxes................................... 17
Reduction of Charges...................................... 17
Expenses of the Funds..................................... 18
Administration.............................................. 18
The Contracts............................................... 18
Contract Application and Purchase Payments................ 18
Revocation................................................ 18
Allocation of Purchase Payments........................... 19
Accumulation Unit Value................................... 19
Net Investment Factor..................................... 19
Death Benefit Before the Start Date....................... 20
Payment of Death Benefit Before the Start Date............ 20
Death Benefit After Start Date............................ 20
Withdrawal (Redemption)................................... 20
Systematic Withdrawals.................................... 21
Loans Available From Certain Qualified Contracts.......... 22
Reallocations............................................. 22
Written Reallocations.................................. 23
Telephone Reallocations................................ 23
Automatic Reallocations................................ 23
Dollar Cost Averaging Reallocations.................... 24
Reallocations From the Fixed Accounts.................. 24
Assignments............................................... 25
Contract Owner and Beneficiaries.......................... 25
Contract Inquiries........................................ 25
Annuity Provisions.......................................... 25
Start Date................................................ 25
Annuity Payout Selection.................................. 26
Forms of Annuity Payouts.................................. 26
Frequency and Amount of Annuity Payouts................... 27
Annuity Payouts........................................... 27
Sub-Account Annuity Unit Value............................ 27
Assumed Investment Rate................................... 27
Partial Annuitization..................................... 28
</TABLE>

2
<PAGE> 13
<TABLE>
<S> <C>
Federal Tax Status.......................................... 28
Introduction.............................................. 28
Tax Status of the Contract................................ 28
Taxation of Annuities..................................... 29
Penalty Tax on Certain Distributions...................... 30
Transfers, Assignments or Exchanges of a Contract......... 31
Withholding............................................... 31
Multiple Contracts........................................ 31
Taxation of Qualified Plans............................... 31
Corporate Pension and Profit-Sharing Plans and H.R. 10
Plans.................................................. 32
Individual Retirement Annuities........................... 32
Tax Sheltered Annuities................................... 32
Section 457 Plans......................................... 32
Possible Charge for the Company's Taxes................... 33
Other Tax Consequences.................................... 33
Possible Changes in Taxation.............................. 33
Voting of Fund Shares....................................... 33
Distribution of the Contracts............................... 34
Reports to Contract Owners.................................. 34
Legal Proceedings........................................... 34
Financial Statements and Experts............................ 34
Further Information......................................... 34
Separate Account One Statement of Additional Information
Table of Contents......................................... 35
Appendices.................................................. A-1
</TABLE>

3
<PAGE> 14

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 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.

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.

INITIAL PURCHASE PAYMENT TRANSFER DATE. The Initial Purchase Payment Transfer
Date is the date that is five calendar days after the applicable state free
look period, and is generally 16 days after the Contract Date. This may
vary by state.

4
<PAGE> 15

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.

PRODUCT ASSET CREDIT. The Product Asset Credit is applicable to RIA Series
Contracts only. It is equal to an annual rate of .80% of the average daily
Variable Account Contract Value. This credit is applied monthly and is
added to the Sub-Accounts of the Variable Account.

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: New Year's Day; Rev. Dr. Martin
Luther King, Jr. 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> 16

SUMMARY OF CONTRACT EXPENSES

<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases........................... None
Maximum Withdrawal Charge RIA Series (a).................... None
Reallocation Charge (b)..................................... None
ANNUAL CONTRACT CHARGE (RIA SERIES) (C)..................... None
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
RIA SERIES CONTRACTS
Mortality and Expense Risk Charges.......................... 1.25%
Other Account Fees and Expenses (see "Administrative
Charge").................................................. .15%
Total Variable Account Annual Expenses (1).................. 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)*
(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)(e)............. 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)(e).............. 0.48% 0.08% 0.56%
Fidelity VIP Growth Portfolio (d)(e)..................... 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)(e)(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)(h)......................... 0.65% 0.11% 0.76%
Neuberger Berman Advisers Management Trust Partners
Portfolio (d)(h)....................................... 0.80% 0.07% 0.87%
Neuberger Berman Advisers Management Trust Socially
Responsive Portfolio (d)(h)(i)......................... 0.85% 0.68% 1.53%
OCC Equity Portfolio (d)(j).............................. 0.80% 0.11% 0.91%
OCC Global Equity Portfolio (d)(j)....................... 0.80% 0.30% 1.10%
OCC Managed Portfolio (d)(j)............................. 0.77% 0.06% 0.83%
OCC Small Cap Portfolio (d)(j)........................... 0.80% 0.09% 0.89%
Pilgrim VP Growth Opportunities Portfolio (k)(e)......... 0.75% 0.15% 0.90%
Pilgrim VP Growth + Value Portfolio (k).................. 0.75% 0.05% 0.80%
</TABLE>

6
<PAGE> 17

<TABLE>
<CAPTION>
TOTAL
INVESTMENT
MANAGEMENT FUND
(ADVISORY) ANNUAL
FEES(D) OTHER EXPENSES EXPENSE
---------- -------------- ----------
<S> <C> <C> <C>
Pilgrim VP High Yield Bond Portfolio (k)................. 0.75% 0.05% 0.80%
Pilgrim VP International Value Portfolio (k)............. 1.00% 0.00% 1.00%
Pilgrim VP MagnaCap Portfolio (k)(e)..................... 0.75% 0.15% 0.90%
Pilgrim VP MidCap Opportunities Portfolio (k)(e)......... 0.75% 0.15% 0.90%
Pilgrim VP Research Enhanced Index Portfolio (k)......... 0.75% 0.15% 0.90%
Pilgrim VP SmallCap Opportunities Portfolio (k).......... 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> 18

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. The fee table on the left is based
on the Total Variable Account Annual Expenses of 1.40% as shown in the Summary
of Contract Expenses. The fee table on the right is based on the Actual Variable
Account expenses of .60%, determined by offsetting the Mortality and Expense
Risk Charge and the Administrative Charge by the Product Asset Credit of .80%.

<TABLE>
<CAPTION>
TOTAL VARIABLE ACCOUNT TOTAL VARIABLE ACCOUNT
ANNUAL EXPENSES OF 1.40% ANNUAL EXPENSES OF 0.60%
------------------------------------- -------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
RIA RIA RIA RIA RIA RIA RIA RIA
SERIES SERIES SERIES SERIES SERIES SERIES SERIES SERIES
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund..... $28 $87 $147 $311 $20 $63 $107 $232
Alger American Growth Portfolio........... 22 68 117 251 14 44 76 166
Alger American Leveraged AllCap
Portfolio............................... 24 73 124 265 16 48 83 182
Alger American MidCap Growth Portfolio.... 23 70 120 257 15 46 79 173
Alger American Small Capitalization
Portfolio............................... 23 72 123 262 15 47 82 178
Fidelity VIP Equity-Income Portfolio...... 20 61 105 227 12 37 64 140
Fidelity VIP Growth Portfolio............. 21 64 110 237 13 40 69 151
Fidelity VIP Money Market Portfolio....... 17 53 91 197 9 28 48 107
Fidelity VIP II Asset Manager: Growth
Portfolio............................... 21 66 113 242 13 41 71 156
Fidelity VIP II Contrafund Portfolio...... 21 64 110 237 13 40 69 151
Fidelity VIP II Index 500 Portfolio....... 17 53 91 198 9 28 49 108
Fidelity VIP II Investment Grade Bond
Portfolio............................... 20 61 104 225 12 36 63 138
Fidelity VIP III Growth Opportunities
Portfolio............................... 21 65 112 240 13 41 70 154
Janus Aspen Aggressive Growth Portfolio... 21 65 111 239 13 40 70 153
Janus Aspen Growth Portfolio.............. 21 65 111 239 13 40 70 153
Janus Aspen International Growth
Portfolio............................... 22 67 116 248 14 43 74 163
Janus Aspen Worldwide Growth Portfolio.... 21 66 113 242 13 41 71 156
Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio......... 22 67 116 248 14 43 74 163
Neuberger Berman Advisers Management Trust
Partners Portfolio...................... 23 71 121 259 15 46 80 175
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio........... 30 90 154 323 22 67 114 245
OCC Equity Portfolio...................... 23 72 123 263 15 48 82 179
OCC Global Equity Portfolio............... 25 78 133 282 17 53 92 200
OCC Managed Portfolio..................... 23 70 119 255 15 45 78 171
OCC Small Cap Portfolio................... 23 71 122 261 15 47 81 177
Pilgrim VP Growth Opportunities
Portfolio............................... 23 72 123 262 15 47 82 178
Pilgrim VP Growth + Value Portfolio....... 22 69 118 252 14 44 76 167
Pilgrim VP High Yield Bond Portfolio...... 22 69 118 252 14 44 76 167
Pilgrim VP International Value
Portfolio............................... 24 75 128 272 16 50 87 189
Pilgrim VP MagnaCap Portfolio............. 23 72 123 262 15 47 82 178
Pilgrim VP MidCap Opportunities
Portfolio............................... 23 72 123 262 15 47 82 178
Pilgrim VP Research Enhanced Index
Portfolio............................... 23 72 123 262 15 47 82 178
Pilgrim VP SmallCap Opportunities
Portfolio............................... 23 72 123 262 15 47 82 178
</TABLE>

8
<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. The fee table on the left
is based on the Total Variable Account Annual Expenses of 1.40% as shown in the
Summary of Contract Expenses. The fee table on the right is based on the Actual
Variable Account expenses of .60%, determined by offsetting the Mortality and
Expense Risk Charge and the Administrative Charge by the Product Asset Credit of
.80%.

<TABLE>
<CAPTION>
TOTAL VARIABLE ACCOUNT TOTAL VARIABLE ACCOUNT
ANNUAL EXPENSES OF 1.40% ANNUAL EXPENSES OF 0.60%
------------------------------------- -------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
RIA RIA RIA RIA RIA RIA RIA RIA
SERIES SERIES SERIES SERIES SERIES SERIES SERIES SERIES
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund..... $28 $87 $147 $311 $20 $63 $107 $232
Alger American Growth Portfolio........... 22 68 117 251 14 44 76 166
Alger American Leveraged AllCap
Portfolio............................... 24 73 124 265 16 48 83 182
Alger American MidCap Growth Portfolio.... 23 70 120 257 15 46 79 173
Alger American Small Capitalization
Portfolio............................... 23 72 123 262 15 47 82 178
Fidelity VIP Equity-Income Portfolio...... 20 61 105 227 12 37 64 140
Fidelity VIP Growth Portfolio............. 21 64 110 237 13 40 69 151
Fidelity VIP Money Market Portfolio....... 17 53 91 197 9 28 48 107
Fidelity VIP II Asset Manager:
Growth Portfolio........................ 21 66 113 242 13 41 71 156
Fidelity VIP II Contrafund Portfolio...... 21 64 110 237 13 40 69 151
Fidelity VIP II Index 500 Portfolio....... 17 53 91 198 9 28 49 108
Fidelity VIP II Investment Grade Bond
Portfolio............................... 20 61 104 225 12 36 63 138
Fidelity VIP III Growth Opportunities
Portfolio............................... 21 65 112 240 13 41 70 154
Janus Aspen Aggressive Growth Portfolio... 21 65 111 239 13 40 70 153
Janus Aspen Growth Portfolio.............. 21 65 111 239 13 40 70 153
Janus Aspen International Growth
Portfolio............................... 22 67 116 248 14 43 74 163
Janus Aspen Worldwide Growth Portfolio.... 21 66 113 242 13 41 71 156
Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio......... 22 67 116 248 14 43 74 163
Neuberger Berman Advisers Management Trust
Partners Portfolio...................... 23 71 121 259 15 46 80 175
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio........... 30 90 154 323 22 67 114 245
OCC Equity Portfolio...................... 23 72 123 263 15 48 82 179
OCC Global Equity Portfolio............... 25 78 133 282 17 53 92 200
OCC Managed Portfolio..................... 23 70 119 255 15 45 78 171
OCC Small Cap Portfolio................... 23 71 122 261 15 47 81 177
Pilgrim VP Growth Opportunities
Portfolio............................... 23 72 123 262 15 47 82 178
Pilgrim VP Growth + Value Portfolio....... 22 69 118 252 14 44 76 167
Pilgrim VP High Yield Bond Portfolio...... 22 69 118 252 14 44 76 167
Pilgrim VP International Value
Portfolio............................... 24 75 128 272 16 50 87 189
Pilgrim VP MagnaCap Portfolio............. 23 72 123 262 15 47 82 178
Pilgrim VP MidCap Opportunities
Portfolio............................... 23 72 123 262 15 47 82 178
Pilgrim VP Research Enhanced Index
Portfolio............................... 23 72 123 262 15 47 82 178
Pilgrim VP SmallCap Opportunities
Portfolio............................... 23 72 123 262 15 47 82 178
</TABLE>

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

(a) There is no Withdrawal Charge for RIA Series Contracts. 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)."

9
<PAGE> 20

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

(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 Growth,
Aggressive Growth, International Growth, and Worldwide Growth Portfolios.

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

(i) 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. The expense reimbursement policy is subject to termination upon
60 days' written notice after April 30, 2001. There can be no assurance that
this policy will be continued. See "Expense Limitation" in the Socially
Responsive Portfolio prospectus for further information.

(j) The Management Fees reflect effective management fees after taking into
effect any waiver. Other Expenses are shown net of expense offsets afforded
the Portfolios. Total Investment Fund Annual Expenses for the Equity, Small
Cap and Managed Portfolios are contractually 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).

(k) 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 International Value Portfolio, Research
Enhanced Index Portfolio and SmallCap Opportunities Portfolio for expenses
in excess of 1.00%, .90% and 0.90%, respectively. 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.

(l) There is a Product Asset Credit, credited to Contract Value every month. The
Product Asset Credit is equal to an annual rate of .80% of the average daily
Variable Account Contract Value. This credit is applied monthly and is added
to the Sub-Accounts of the Variable Account. The net effect of the Product
Asset Credit as applied monthly is that total Variable Account expense are
.60% rather than 1.40%.

10
<PAGE> 21

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 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, Suite
1000, Seattle, Washington 98101-3620. Its Administrative Office is at P.O. Box
5050, Minot, North Dakota 58702-5050.

The Company is a charter member of the Insurance Marketplace Standards
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.

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.

11
<PAGE> 22

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 Account A
for RIA Series Contracts, at any time.

12
<PAGE> 23

The Funds currently offered are described below.

INVESTMENT FUNDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
GROWTH
ADVISER/ MONEY FIXED &
FUND GROUP FUND SUBADVISER MARKET INCOME INCOME INTERNATIONAL
<C> <C> <C> <S> <C> <C> <C>

- ----------------------------------------------------------------------------------------------------------------------
AIM Variable AIM V.I. Dent AIM Advisors,
Insurance Demographic Trends Inc./H.S. Dent
Funds, Inc. Fund Advisors, Inc.
- ----------------------------------------------------------------------------------------------------------------------
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 Small Fred Alger
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.
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Janus Capital
Aggressive Growth Corporation
Denver, Colo. Portfolio
---------------------------------------------------------------------------------------------------
Aspen Series Growth Janus Capital
Portfolio Corporation
---------------------------------------------------------------------------------------------------
X
Aspen Series Janus Capital
International Growth Corporation
Portfolio
---------------------------------------------------------------------------------------------------
X
Aspen Series Worldwide Janus Capital
Growth Portfolio Corporation
- ----------------------------------------------------------------------------------------------------------------------

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

AGGRESSIVE PRIMARY
FUND GROUP BALANCED GROWTH GROWTH OBJECTIVES INVESTMENTS
<C> <C> <C> <C> <C> <C> <C>
- -------------- -----------------------------------------------------------------------------------
AIM Variable Long-term capital Securities of
Insurance growth companies that are
Funds, Inc. X likely to benefit
from changing
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 MidCap 400
Index
-----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
X
Long-term capital Equity securities
appreciation within the range of
Russell 2000 Growth
or S&P 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
- -------------- -----------------------------------------------------------------------------------
Janus Long-term growth Nondiversified
of capital portfolio of common
Denver, Colo. X 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
- -------------- -----------------------------------------------------------------------------------
</TABLE>

13
<PAGE> 24
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
GROWTH
ADVISER/ MONEY FIXED &
FUND GROUP FUND SUBADVISER MARKET INCOME INCOME INTERNATIONAL
<S> <C> <C> <C> <C> <C> <C>

- -----------------------------------------------------------------------------------------------------------------------------
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 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 Advisors,
Portfolio Inc.*/Navellier
Fund Management,
Inc.
---------------------------------------------------------------------------------------------------
High Yield Portfolio Pilgrim Advisors, X
Inc.*
---------------------------------------------------------------------------------------------------
International Value Pilgrim Advisors, X
Portfolio Inc.*/Brandes
Investment Partners
---------------------------------------------------------------------------------------------------
MagnaCap Portfolio Pilgrim
Investments, Inc.
---------------------------------------------------------------------------------------------------
MidCap Opportunities Pilgrim
Portfolio Investments, Inc.
---------------------------------------------------------------------------------------------------
Research Enhanced Pilgrim Advisors,
Index Portfolio Inc.*/J.P. Morgan
Investment
Management Inc.
---------------------------------------------------------------------------------------------------
SmallCap Opportunities Pilgrim Advisors,
Portfolio Inc.*
- -----------------------------------------------------------------------------------------------------------------------------

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

AGGRESSIVE PRIMARY
FUND GROUP BALANCED GROWTH GROWTH OBJECTIVES INVESTMENTS
<S> <C> <C> <C> <C> <C> <C>
- -------------- -------------------------------------------------------------------------------------
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 stock 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
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
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>

* Effective April 30, 2000, Pilgrim Advisors, Inc. is being merged into Pilgrim
Investments, Inc., an affiliate of Pilgrim Advisors, Inc.

14
<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.

15
<PAGE> 26

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

The Company's reservation of rights is expressly subject to the following
when required:

- Applicable Federal and state laws and regulations.

- Notice to Contract Owners.

- Approval of the SEC and/or state insurance authorities.

CHARGES MADE BY THE COMPANY

WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)
No deduction for a sales charge is made from Purchase Payments. There is no
Withdrawal Charge for withdrawals from RIA Series Contracts.

Withdrawals requested because of the death of the Annuitant will be paid to
the Beneficiary(ies) designated in the Contract, or if none, to the Annuitant's
estate. All other withdrawals requested hereunder will be paid to the Annuitant.

Total or partial withdrawals may be subject to income taxes and a 10% tax
penalty. You should consult your tax advisor before making a withdrawal.

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).")

ANNUAL CONTRACT CHARGE
There is no Annual Contract Charge for RIA Series Contracts.

MORTALITY RISK CHARGE
The Variable Annuity Payouts made to Annuitants will vary in accordance
with the investment performance of the Sub-Accounts 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.

For RIA Series Contracts only, the Company applies a Product Asset Credit.
The Product Asset Credit is equal to an annual rate of .80% of the average daily
Variable Account Contract Value. This credit is applied monthly and is added to
the Sub-Accounts of the Variable Account.

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

16
<PAGE> 27

rate of .40% of the daily Variable Account Contract Values. The Company may not
increase the rate of the Expense Risk Charge under any Contract.

ADMINISTRATIVE CHARGE
The Company deducts a daily Administrative Charge from the Variable Account
Contract Value in an amount equal to an annual rate of .15% of the daily
Variable Account Contract Values. This charge is deducted to reimburse the
Company for the cost of providing administrative services under the Contracts
and the Variable Account. The Company may not increase the rate of the
Administrative Charge under any Contract. 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
Any loss resulting from distribution expenses incurred in connection with
the offering of the RIA Series Contracts 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.

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 the 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 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.

17
<PAGE> 28

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 Home
Office. The initial Purchase Payment will be credited within two business days
after receipt at the Company's Home Office if accompanied by a complete
application. The Company may retain Purchase Payments for up to five business
days while attempting to complete an incomplete application. If an 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 RIA 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 RIA 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 RIA Series Contracts is $25,000 and subsequent payments may not be
less than $5,000.

The Company may choose not to accept any subsequent Purchase Payment under
the RIA 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 Administrative Office in Minot,
North Dakota, 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, and the Company will
refund the Contract Value unless you reside in a state requiring return of
Purchase Payment.

For RIA Series Contracts issued in states that require that we refund all
Purchase Payments upon the revocation of a Contract during the free look period,
we will credit the initial Purchase Payment and any Purchase Payments received
prior to the Initial Purchase Payment Transfer Date to the Fidelity VIP Money
Market Sub-Account. If you cancel your Contract during the free look period, the
Company will return your Purchase Payments or the Contract Value, whichever is
larger.

18
<PAGE> 29

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
For RIA Series Contracts, the Contract Owner may allocate Purchase Payments
among Sub-Accounts, Fixed Account A, and/or Fixed Account C. (See Appendix A.)

For RIA Series Contracts issued in states that require that we refund all
purchase payments upon the revocation of the Contract during the free look
period, on the Initial Purchase Payment Transfer Date, we will transfer the
Contract Value in the Fidelity Money Market Sub-Account to the Fixed Account and
the Sub-Accounts of the Variable Account as the Contract Owner designated on the
Contract application. After the Initial Purchase Payment Transfer Date, we
credit payments to the Fixed Account and Sub-Accounts of the Variable Account as
designated by the Contract Owner on the Contract application.

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.

19
<PAGE> 30

(3) Is a daily factor representing the Mortality Risk Charge, the Expense Risk
Charge and the Administrative Charge adjusted for the number of days in the
period, which is equal to, on an annual basis, 1.40% of the daily net asset
value of the Sub-Account.

DEATH BENEFIT BEFORE THE START DATE
Before the Start Date, the Beneficiary will be entitled to receive the
Death Benefit described below. The Death Benefit will be determined as follows:

As of the Death Benefit Valuation Date, the Death Benefit will be the
greater of:

(a) The Contract Value less any Outstanding Loan Balance; and

(b) The sum of the Purchase Payments received by the Company under the
Contract, less any proportional amount of any withdrawals, proportional amounts
used to purchase annuity payouts, and any Outstanding Loan Balance.

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.

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.")

For RIA Series Contracts, no Withdrawal Charge will be made on full or
partial withdrawals.

For RIA Series Contracts, partial withdrawals must be at least $1,000 and
no partial withdrawal may cause the Contract Value to fall below the greater of:

- $25,000; and

- the Outstanding Loan Balance divided by 85%.

No withdrawals are permitted from Fixed Account C.

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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.

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, if applicable, 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 amount of each Systematic Withdrawal must be at least $300.

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.

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<PAGE> 32

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.

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 Fixed Account A. 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 Fixed Account A to a Sub-Account.

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<PAGE> 33

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 from
Fixed Account A or the Variable Account to Fixed Account C are not permitted.

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. For these types of reallocations,
the Company reserves the right to charge a fee not to exceed $25 per
reallocation and to limit the number of reallocations.

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, Currently, 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 any available Fixed Account other than Fixed Account C. 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.

TELEPHONE REALLOCATIONS. Telephone reallocations are available when the
Contract Owner completes a telephone reallocation form and a personal
identification number has been assigned. If the Contract Owner elects to
complete the telephone reallocation form, the Contract Owner thereby agrees that
the Company will not be liable for any loss, liability, cost or expense when the
Company acts in accordance with the telephone reallocation instructions which
are received and recorded on voice recording equipment. If a telephone
reallocation, processed after the Contract Owner has completed the telephone
reallocation form, is later determined not to have been made by the Contract
Owner or was made without the Contract Owner's authorization, and a loss results
from such unauthorized reallocation, the Contract Owner bears the risk of this
loss. The Company will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. In the event the Company does not employ
such procedures, the Company may be liable for any losses due to unauthorized or
fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon telephone instructions,
providing written confirmation of such instructions and/or tape recording
telephone instructions.

AUTOMATIC REALLOCATIONS. The Contract Owner may elect to have the Company
automatically reallocate Contract Value on each quarterly anniversary of the
Issue Date or other date as permitted by Company practice to maintain a certain
percentage of Contract Value in particular Sub-Accounts. The Contract Value
allocated to each Sub-Account, as selected by the Contract Owner, will grow or
decline in value at different rates during the quarter. Automatic Reallocation
is intended to reallocate Contract Value from those Sub-Accounts that have
increased in value to those Sub-Accounts that have declined in value or
increased at a slower rate. This investment method does not guarantee profits
nor does it assure that a Contract Owner will avoid losses.

To elect Automatic Reallocations, the Contract Value must be at least
$10,000 and an Automatic Reallocation application in proper form must be
received at the 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
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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 from the unencumbered portion of Fixed
Account A Contract Value. Contract Value in 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 any available Fixed
Account other than Fixed Account C. No reallocations 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.

The Company reserves the right to discontinue, modify or suspend Dollar
Cost Averaging. Although the Company currently charges no fees for reallocations
made under the Dollar Cost Averaging program, the Company reserves the right to
charge a processing fee not to exceed $25 for each Dollar Cost Averaging
reallocation between Sub-Accounts or from Fixed Account A 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 any
other available Fixed Account any time before the Start Date. After the Start
Date, amounts supporting Fixed Annuity Payouts cannot be reallocated.

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.

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- 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 Account A
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.

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 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 Annuitant'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

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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 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 not a 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.

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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.

The amount of the first Variable Annuity Payout is determined by applying
the Contract Value to be used for a variable annuity at the Start Date to the
annuity table in the Contract for the Annuity Payout selected. Subsequent
Variable Annuity Payouts vary in amount in accordance with the investment
performance of the applicable Sub-Account. Assuming annuity payouts are based on
the Annuity Unit values of a single Sub-Account, the dollar amount of the first
annuity payout, determined as set forth above, is divided by the Sub-Account
Annuity Unit value as of the Start Date to establish the number of Annuity Units
representing each annuity payout. This number of Annuity Units remains fixed
during the annuity payout period. The dollar amount of the second and subsequent
payouts is not predetermined and may change from month to month. The dollar
amount of the second and each subsequent annuity payout is determined by
multiplying the fixed number of Annuity Units by the Sub-Account Annuity Unit
Value for the Valuation Period with respect to which the annuity payout is due.
If the monthly payout is based upon the Annuity Unit values of more than one
Sub-Account, the foregoing procedure is repeated for each applicable Sub-Account
and the sum of the payments based on each Sub-Account is the amount of the
monthly annuity payout.

The annuity tables in the Contracts are based 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.

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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.

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,

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<PAGE> 39

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.

REQUIRED DISTRIBUTIONS
In order to be treated as an annuity Contract for federal income tax
purposes, Section 72(s) of the Code also requires any Non-Qualified Contract to
provide that: (a) if any Contract Owner dies on or after the Start Date but
prior to the time the entire interest in the Contract has been distributed, the
remaining portion of such interest will be distributed at least as rapidly as
under the method of distribution being used as of the date of that Contract
Owner's death; and (b) if any Contract Owner dies prior to the Start Date, the
entire interest in the Contract will be distributed within five years after the
date of the Contract Owner's death. These requirements will be considered
satisfied as to any portion of the Contract Owner's interest which is payable to
or for the benefit of a "designated Beneficiary" and which is distributed over
the life of such Beneficiary or over a period not extending beyond the life
expectancy of that Beneficiary, provided that such distributions begin within
one year of that Contract Owner's death. The Contract Owner's "designated
Beneficiary" is the person designated by such Contract Owner as a Beneficiary
and to whom ownership of the Contract passes by reason of death and must be a
natural person. However, if the Contract Owner's "designated Beneficiary" is the
surviving spouse of the Contract Owner, the Contract may be continued with the
surviving spouse as the new Contract Owner. If the Contract Owner is not an
individual, any change in the primary Annuitant is treated as a change of
Contract Owner for tax purposes.

The Non-Qualified Contracts contain provisions which are intended to comply
with the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. The Company intends to
review such provisions and modify them if necessary to assure that they comply
with the requirements of Code Section 72(s) when clarified by regulation or
otherwise. Other rules may apply to Qualified Contracts.

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.

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<PAGE> 40

WITHDRAWALS
In the case of a withdrawal from a Qualified Contract, under Section 72(e)
of the Code a ratable portion of the amount received is taxable, generally based
on the ratio of the "investment in the Contract" to the participant's total
accrued benefit or balance under the retirement plan. The "investment in the
Contract" generally equals the portion, if any, of any Purchase Payments paid by
or on behalf of any individual under a Contract which was not under-excluded
from the individual's gross income. For Contracts issued in connection with
Qualified Plans, the "investment in the Contract" can be zero. Special tax rules
may be available for certain distributions from Qualified Contracts.

In the case of a withdrawal (including Systematic Withdrawals) from a
Non-Qualified Contract before the Start Date, under Code Section 72(e) amounts
received are generally first treated as taxable income to the extent that the
Contract Value immediately before withdrawal exceeds the "investment in the
Contract" at that time. Any additional amount withdrawn is not taxable.

In the case of a full withdrawal under a Qualified or Non-Qualified
Contract, the amount received generally will be taxable only to the extent it
exceeds the "investment in the Contract."

A Federal penalty tax may apply to certain withdrawals from Qualified and
Non-Qualified Contracts. (See "Penalty Tax on Certain Distributions" below.)

ANNUITY PAYOUTS
Although tax consequences may vary depending on the annuity form selected
under the Contract, in general, only the portion of the annuity payout that
represents the amount by which the Contract Value exceeds the investment in the
Contract will be taxed; after the investment in the Contract is recovered, the
full amount of any additional annuity payouts is taxable. For Variable Annuity
Payouts, the taxable portion is generally determined by an equation that
establishes a specific dollar amount of each payment that is not taxed. The
dollar amount is determined by dividing the investment in the Contract by the
total number of expected periodic annuity payouts. However, the entire
distribution will be taxable once the recipient has recovered the dollar amount
of his or her investment in the Contract. For Fixed Annuity Payouts, in general
there is no tax on the portion of each payout which represents the same ratio
that the investment in the Contract bears to the total expected value of the
annuity payouts for the term of the payouts; however, the remainder of each
annuity payout is taxable until the recovery of the investment in the Contract,
and thereafter the full amount of each annuity payout is taxable.

TAXATION OF DEATH BENEFIT PROCEEDS
Amounts may be distributed from Transfer Series, Flex Series or Plus Series
Contracts because of the death of a Contract Owner or an Annuitant. For Retail
Series Contracts, amounts may be distributed from a Contract because of the
death of a Contract Owner. 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;

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<PAGE> 41

- 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.

MULTIPLE CONTRACTS
Section 72(e)(11) of the Code treats all non-qualified deferred annuity
Contracts entered into after October 21, 1988 that are issued by the Company (or
its affiliates) to the same Contract Owner during any calendar year as one
annuity Contract for purposes of determining the amount includible in gross
income under Code Section 72(e). The effects of this rule are not clear;
however, it could affect the time when income is taxable and the amount that
might be subject to the 10% penalty tax described above. In addition, the
Treasury Department has specific authority to issue regulations that prevent the
avoidance of Section 72(e) through the serial purchase of annuity Contracts or
otherwise. There may also be other situations in which the Treasury may conclude
that it would be appropriate to aggregate two or more annuity Contracts
purchased by the same Contract Owner. Accordingly, a Contract Owner should
consult a competent tax adviser before purchasing more than one annuity
Contract.

TAXATION OF QUALIFIED PLANS
The Contracts are designed for use with several types of Qualified Plans.
The tax rules applicable to participants in these Qualified Plans vary according
to the type of Plan and the terms and conditions of the Plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; aggregate distributions in excess of a specified
annual amount; and in other specified circumstances. Therefore, no attempt is
made to provide more than general information about the use of the Contracts
with the various types of Qualified Plans. Contract Owners, Annuitants, Payees
and Beneficiaries are cautioned that the rights of any person to any benefits
under these Qualified Plans will be subject to the terms and conditions of the
Plans themselves, regardless of the terms and conditions of the Contracts issued
in connection with the Plans. The Company shall not be bound by the terms and
conditions of such Qualified Plans to the extent such terms contradict the
Contract, unless the Company consents. Some retirement plans 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

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<PAGE> 42

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.

Sales of a Contract for use with traditional or Roth IRAs may be subject to
special requirements of the IRS. The IRS has not reviewed the Contract for
qualification as an IRA, and has not addressed in a ruling of general
applicability whether a death benefit provision such as the provision in the
Contract comports with IRS qualification requirements.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the Purchase
Payments paid, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. Code Section 403(b)(11) restricts the
distribution under Code Section 403(b) annuity Contracts of: (i) elective
contributions made in years beginning after December 31, 1988; (ii) earnings on
those contributions; and (iii) earnings in such years on amounts held as of the
last year beginning before January 1, 1989. Distribution of those amounts may
only occur upon death of the employee, attainment of age 59 1/2, separation from
service, disability, or financial hardship. In addition, income attributable to
elective contributions may not be distributed in the case of hardship.

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.

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<PAGE> 43

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.

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.

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<PAGE> 44

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.

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.

FINANCIAL STATEMENTS AND EXPERTS
The annual financial statements of Separate Account One as of December 31,
1999 and for each of the two years then ended and the annual statutory basis
financial statements of Northern Life Insurance Company as of and for the years
ended December 31, 1999 and 1998, which are contained in the Statement of
Additional Information, have been audited by , independent
auditors, as stated in their reports, which are included herein, and have been
so included in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.

FURTHER INFORMATION
A Registration Statement under the Securities Act of 1933 has been filed
with the SEC, 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 SEC's principal office in Washington, D.C.,
upon payment of the fee prescribed by the SEC, 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 SEC for a complete statement of the provisions thereof.

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<PAGE> 45

SEPARATE ACCOUNT ONE
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ SAI- 2
Custody of Assets........................................... SAI- 2
Independent Auditors........................................ SAI- 3
Distribution of the Contracts............................... SAI- 3
Calculation of Yields and Total Returns..................... SAI- 3
Company Holidays............................................ SAI-13
Financial Statements........................................ SAI-13
</TABLE>

If you would like to receive a copy of the Separate Account One Advantage
RIA(SM) Annuity 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 RIA(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.
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<PAGE> 46

APPENDIX A

THE FIXED ACCOUNTS

Contributions and reallocations to Fixed Account A 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%. For
RIA Series Contracts, any interest rate in effect when an amount is allocated or
reallocated to the Fixed Accounts is guaranteed for that amount for at least 12
months, and subsequent interest rates for that amount will not be changed more
often than once every 12 months.

There is no specific formula for the determination of excess interest
credits. Such credits, if any, will be determined by the Company based on many
factors, including, but not limited to: investment yield rates, taxes, Contract
persistency, and other experience factors. ANY INTEREST CREDITED TO AMOUNTS
ALLOCATED TO THE FIXED ACCOUNTS IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN
THE SOLE DISCRETION OF THE COMPANY. THE CONTRACT OWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM
GUARANTEE OF 3% FOR ANY GIVEN YEAR.

The Company is aware of no statutory limitations on the maximum amount of
interest it may credit, and the Board of Directors has set no limitations.
However, inherent in the Company's exercise of discretion in this regard is the
equitable allocation of distributable earnings and surplus among its various
Contractholders and Contract Owners and to its stockholder.

Excess interest, if any, will be credited on the Fixed Account Contract
Value. The Company guarantees that, at any time, the Fixed Account Contract
Value will not be less than the amount of Purchase Payments and transfers
allocated to the Fixed Accounts, plus interest at the rate of 3% per year,
compounded annually,

A-1
<PAGE> 47

plus any additional interest which the Company may, in its discretion, credit to
the Fixed Accounts, less the sum of all annual administrative charges or
Withdrawal Charges levied, any applicable premium taxes, and less any amounts
withdrawn or reallocated from the Fixed Accounts. If the Contract Owner makes a
full withdrawal, the amount available from the Fixed Accounts will be reduced by
any applicable Withdrawal Charge and Annual Contract Charge. (See "Charges Made
by the Company.")

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<PAGE> 48

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> 49

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> 50

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, INC.
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 $18.6009
End of period...................... $ 9.8237 $11.1104 $13.5286 $18.6009 $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> 51

<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 $19.8055
Units outstanding at end of
period.......................... 6,432 58,201 293,160 652,013 147,050
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> 52

<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 AMT:
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> 53

- 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> 54

- 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 Small Cap 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> 55

STATEMENT OF ADDITIONAL INFORMATION
FOR NORTHERN LIFE
ADVANTAGE RIA(SM) ANNUITY

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

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

This Statement of Additional Information is not a Prospectus, but should be
read in conjunction with the Prospectuses dated April 3, 2000 (the "Prospectus")
relating to the Individual Deferred Variable/Fixed Annuity Contracts issued by
Separate Account One (the "Variable Account") and Northern Life Insurance
Company (the "Company"). Much of the information contained in this Statement of
Additional Information expands upon subjects discussed in the Prospectus. A copy
of the Prospectus may be obtained from the Company's Service Center at P.O. Box
5050, Minot, North Dakota 58702-5050, by calling 1-877-884-5050, or from
Washington Square Securities, Inc., 20 Washington Avenue South, Minneapolis,
Minnesota 55401.

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

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Introduction................................................ SAI- 2
Custody of Assets........................................... SAI- 3
Independent Auditors........................................ SAI- 3
Distribution of the Contracts............................... SAI- 3
Calculation of Yields and Total Returns..................... SAI- 3
Company Holidays............................................ SAI-13
Financial Statements........................................ SAI-13
</TABLE>

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

The date of this Statement of Additional Information is April 3, 2000.

SAI-1
<PAGE> 56

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

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

Purchase payments allocated to one or more of the available Sub-Accounts of
the Variable Account, as selected by the Contract Owner, will be invested in
shares at net asset value of one or more of a group of investment funds
("Funds"). The Funds currently are:

- The AIM Dent Demographic Trends Fund of the AIM Variable Insurance Funds,
Inc., which is managed by AIM Advisors, Inc. with the assistance of H.S.
Dent Advisors, Inc. as sub-adviser;

- the Alger American Growth Portfolio, Alger American Leveraged AllCap
Portfolio, Alger American MidCap Growth Portfolio and Alger American
Small Capitalization Portfolio of The Alger American Fund which are
managed by Fred Alger Management, Inc.;

- the VIP Equity-Income Portfolio, VIP Growth Portfolio, and VIP Money
Market Portfolio of the Variable Insurance Products Fund, VIP II Asset
Manager: Growth Portfolio, VIP II Contrafund Portfolio, VIP II Index 500
Portfolio and VIP II Investment Grade Bond Portfolio of the Variable
Insurance Products Fund II, and VIP III Growth Opportunities Portfolio of
the Variable Insurance Products Fund III, all of which are managed by
Fidelity Management & Research Company;

- the Aggressive Growth Portfolio, Growth Portfolio, International Growth
Portfolio and Worldwide Growth Portfolio of the Janus Aspen Series which
are managed by Janus Capital Corporation;

- the Limited Maturity Bond Portfolio, Partners Portfolio and Socially
Responsive Portfolio of the Neuberger Berman Advisers Management Trust,
which are managed by Neuberger Berman Management Inc. with assistance of
Neuberger Berman, LLC as sub-adviser;

- the Growth Opportunities Portfolio, Growth + Value Portfolio, High Yield
Bond Portfolio, International Value Portfolio, MidCap Opportunities
Portfolio, and SmallCap Opportunities Portfolio for the Pilgrim Variable
Products Trust which are managed by Pilgrim Advisors, Inc.; MagnaCap
Portfolio and Research Enhanced Index Portfolio of the Pilgrim Variable
Products Trust which are managed by Pilgrim Investments, Inc.; the Growth
+ Value Portfolio is sub-advised by Navellier Fund Management, Inc., the
International Value Portfolio is sub-advised by Brandes Investment
Partners, and the Research Enhanced Index Portfolio is sub-advised by
J.P. Morgan Investment Management Inc.

- the Equity Portfolio, Global Equity Portfolio, Managed Portfolio and
Small Cap Portfolio of the OCC Accumulation Trust which are managed by
OpCap Advisors, a subsidiary of Oppenheimer Capital.

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

SAI-2
<PAGE> 57

CUSTODY OF ASSETS
The Company, whose address appears on the cover of the Prospectus,
maintains custody of the assets of the Variable Account. As Custodian, the
Company holds cash balances for the Variable Account pending investment in the
Investment Funds or distribution. The Investment Fund shares owned by the
Sub-accounts are reflected only on the records of the Funds and are not issued
in certificated form.

INDEPENDENT AUDITORS
The financial statements as of December 31, 1999 and the two years then
ended of Separate Account One and the statutory basis financial statements of
Northern Life Insurance Company as of and for the two years ended December 31,
1999 and 1998, which are included in this Statement of Additional Information,
have been audited by, independent auditors, as stated in their reports which are
included herein, and have been so included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

DISTRIBUTION OF THE CONTRACTS
The RIA Contracts will be distributed by Washington Square Securities, Inc.
("WSSI"), the principal underwriter which is an affiliate of 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.

No fees have been paid to WSSI by the Company in connection with the RIA
Series Contracts, as they were not available prior to April 3, 2000.

The offering of the RIA Series Contracts is continuous.

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

No deduction for a sales charge is made from the Purchase Payments for the
RIA Series Contracts. The method used to determine the amount of such charges
assessed by the Company is described in the Prospectus under the heading
"Charges Made By The Company." There is no difference in the amount of any of
the charges described in the Prospectus as between RIA Series Contracts
purchased by members of the public as individuals or groups, and RIA Series
Contracts purchased by any class of individuals, such as officers, directors or
employees of the Company or of the Principal Underwriter.

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

Because of the charges and deductions imposed under a Contract, the yield
for the Sub-Accounts will be lower than the yield for their respective
portfolios. The calculations of yields, total returns, and other performance
data do not reflect the effect of any premium tax that may be applicable to a
particular Contract. Premium taxes currently range from 0% to 3.5% of premium
based on the state in which the Contract is sold.

VIP MONEY MARKET PORTFOLIO SUB-ACCOUNT YIELD. From time to time,
advertisements and sales literature may quote the current annualized yield of
the Money Market Sub-Account for a seven-day period in a manner which does not
take into consideration any realized or unrealized gains or losses on shares of
the VIP Money Market Portfolio or on its portfolio securities.

The current annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the seven-day period in the value
of a hypothetical account under a Contract having a balance of one Accumulation
Unit of

SAI-3
<PAGE> 58

the Money Market Sub-Account at the beginning of the period dividing such net
change in account value of the hypothetical account to determine the base period
return, and annualizing this quotient on a 365-day basis. The net change in
account value reflects: 1) net income from the Portfolio attributable to the
hypothetical account; and 2) charges and deductions imposed under the Contract
which are attributable to the hypothetical account. The charges and deductions
include the per unit charges for the hypothetical account for: 1) Administration
Charge; and 2) the Mortality and Expense Risk Charges offset by the Product
Asset Credit. Current Yield will be calculated according to the following
formula:

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

Where:

<TABLE>
<S> <C> <C>
NCS = the net change in the value of the Portfolio (exclusive of
realized gains or losses on the sale of securities and
unrealized appreciation and depreciation) for the seven-day
period attributable to a hypothetical account having a
balance of 1 Sub-Account Accumulation Unit.
ES = per unit expenses attributable to the hypothetical account
for the seven-day period.
UV = The Accumulation Unit value on the first day of the
seven-day period.
</TABLE>

The current yield of the sub-account for the seven day period ended
December 31, 1999 was 5.67%.

The RIA Series Contracts were not available through the Sub-Account as of
December 31, 1999. Therefore, these yields are based on yields experienced by
other contracts issued through the Sub-Account.

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

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

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

Where:

<TABLE>
<S> <C> <C>
NCS = the net change in the value of the Portfolio (exclusive of
realized gains and losses on the sale of securities and
unrealized appreciation and depreciation) for the seven-day
period attributable to a hypothetical account having a
balance of 1 Sub-Account unit.
ES = per Accumulation Unit expenses attributable to the
hypothetical account for the seven-day period.
UV = the Accumulation Unit value for the first day of the
seven-day period.
</TABLE>

The effective yield of the sub-account for the seven day period ended
December 31, 1999 was 5.83%.

The RIA Series Contracts were not available through the Sub-Account as of
December 31, 1999. Therefore, these yields are based on yields experienced by
other contracts issued through the Sub-Account.

Because of the charges and deductions imposed under the Contracts, the
yield for the Money Market Sub-Account will be lower than the yield for the VIP
Money Market Portfolio.

The current and effective yields on amounts held in the Money Market
Sub-Account normally will fluctuate on a daily basis. THEREFORE, THE DISCLOSED
YIELD FOR ANY GIVEN PAST PERIOD IS NOT AN INDICATION OR REPRESENTATION OF FUTURE
YIELDS OR RATES OF RETURN. The Money Market Sub-Account's actual yield is
affected by changes in interest rates on money market securities, average
portfolio maturity of the VIP Money Market Portfolio, the types and quality of
portfolio securities held by VIP Money Market Portfolio and the VIP Money Market
Portfolio's operating expenses. Yields on amounts held in the Money Market
Sub-Account may also be presented for periods other than a seven-day period.

SAI-4
<PAGE> 59

OTHER SUB-ACCOUNT YIELDS. From time to time, sales literature or
advertisements may quote the current annualized yield of one or more of the
Sub-Accounts (except the Money Market Sub-Account) for a Contract for 30-day or
one-month periods. The annualized yield of a Sub-Account refers to income
generated by the Sub-Account over a specific 30-day or one-month period. Because
the yield is annualized, the yield generated by a Sub-Account during a 30-day or
one-month period is assumed to be generated each period over a 12-month period.

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

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

Where:

NI = net income of the Portfolio for the 30-day or one-month period
attributable to the Sub-Account's Accumulation Units.

ES = expenses of the Sub-Account for the 30-day or one-month period.

U = the average number of Accumulation Units outstanding.

UV = the Accumulation Unit value of the close (highest) of the last day in
the 30-day or one-month period.

The annualized yield for the Pilgrim Variable Product Trust High Yield Bond
Portfolio Sub-Account for the month ended December 31, 1999 was 9.26%.

The annualized yield for the Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio Sub-Account for the month ended December 31,
1999 was 5.35% for the RIA Series Contracts.

The annualized yield for the VIP II Investment Grade Bond Portfolio
Sub-Account for the month ended December 31, 1999 was 5.19%.

The RIA Series Contracts were not available through the Sub-Account as of
December 31, 1999. Therefore, these yields are based on yields experienced by
other contracts issued through the Sub-Account.

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

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

Yield calculations do not take into account any withdrawal charges. There
is no withdrawal charge for RIA Series Contracts.

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

Average annual total returns represent the average annual compounded rates
of return that would equate an initial investment of $1,000 under a Contract to
the redemption value of that investment as of the last day of each of the
periods. The ending date for each period for which total return quotations are
provided will be
SAI-5
<PAGE> 60

for the most recent month-end practicable, considering the type and media of the
communication and will be stated in the communication.

Average annual total returns will be calculated using Sub-Account
Accumulation Unit values which the Company calculates on each Valuation Date
based on the performance of the Sub-Account's underlying Fund, the deductions
for the 1.25% Mortality and Expense Risk Charges and the .15% Administration
Charge as offset by the Product Asset Credit of .80%. For purposes of
calculating average annual total return, an average per dollar Annual Contract
Charge attributable to the hypothetical account for the period is used. The
calculation also assumes full withdrawal of the Contract at the end of the
period for the return quotation. There is no Withdrawal Charge for RIA Series
Contracts. The total return will then be calculated according to the following
formula:

TR = ((ERV/P) 1/N) - 1

Where:

TR = The average annual total return net of Sub-Account recurring charges.

ERV = the ending redeemable value (net of any applicable surrender charge)
of the hypothetical account at the end of the period.

P = a hypothetical initial payment of $1,000.

N = the number of years in the period.

Following are the Average Annual Total Returns for Sub-Accounts as of
December 31, 1999.

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE PERIOD FROM
PERIOD ENDED DATE OF INCEPTION OF
12/31/99 SUB-ACCOUNT TO 12/31/99
-------------- -----------------------
RIA.S. RIA.S.
-------------- -----------------------
<S> <C> <C>
AIM V.I. Dent Demographic Trends Fund..................... N/A N/A
(Sub-Account Inception: 5/1/00)
Alger American Growth Portfolio........................... 32.94% 27.48%
(Sub-Account Inception: 10/20/95)
Alger American Leveraged AllCap Portfolio................. 77.00% 37.42%
(Sub-Account Inception: 10/20/95)
Alger American MidCap Growth Portfolio.................... 31.06% 19.92%
(Sub-Account Inception: 10/20/95)
Alger American Small Capitalization Portfolio............. 42.56% 15.80%
(Sub-Account Inception: 10/20/95)
Fidelity VIP Equity-Income Portfolio...................... 5.69% 15.40%
(Sub-Account Inception: 10/20/95)
Fidelity VIP Growth Portfolio............................. 36.61% 25.75%
(Sub-Account Inception: 10/20/95)
Fidelity VIP II Asset Manager: Growth Portfolio........... 14.57% 18.95%
(Sub-Account Inception: 10/20/95)
Fidelity VIP II Contrafund Portfolio...................... 23.51% 23.85%
(Sub-Account Inception: 10/20/95)
Fidelity VIP II Index 500 Portfolio....................... 19.79% 25.75%
(Sub-Account Inception: 10/20/95)
Fidelity VIP II Investment Grade Bond Portfolio........... N/A N/A
(Sub-Account Inception: 4/30/99)
Fidelity VIP III Growth Opportunities Portfolio........... N/A N/A
(Sub-Account Inception: 1/1/99)
Janus Aspen Aggressive Growth Portfolio................... 124.06% 63.92%
(Sub-Account Inception: 8/8/97)
</TABLE>

SAI-6
<PAGE> 61

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE PERIOD FROM
PERIOD ENDED DATE OF INCEPTION OF
12/31/99 SUB-ACCOUNT TO 12/31/99
-------------- -----------------------
RIA.S. RIA.S.
-------------- -----------------------
<S> <C> <C>
Janus Aspen Growth Portfolio.............................. 43.12% 32.46%
(Sub-Account Inception: 8/8/97)
Janus Aspen International Growth Portfolio................ 81.19% 34.30%
(Sub-Account Inception: 8/8/97)
Janus Aspen Worldwide Growth Portfolio.................... 63.47% 35.08%
(Sub-Account Inception: 8/8/97)
Neuberger Berman Advisers Management Trust Limited
Maturity Bond Portfolio................................. 0.87% 2.90%
(Sub-Account Inception: 8/8/97)
Neuberger Berman Advisers Management Trust Partners
Portfolio............................................... 6.73% 5.58%
(Sub-Account Inception: 8/8/97)
Neuberger Berman Advisers Management Trust Socially
Responsive Portfolio(d)................................. N/A N/A
(Sub-Account Inception: 1/1/99)
OCC Equity Portfolio(c)................................... 1.93% 8.28%
(Sub-Account Inception: 8/8/97)
OCC Global Equity Portfolio............................... 25.77% 13.13%
(Sub-Account Inception: 8/8/97)
OCC Managed Portfolio(c).................................. 4.37% 4.99%
(Sub-Account Inception: 8/8/97)
OCC Small Cap Portfolio(c)................................ (2.42)% (4.18)%
(Sub-Account Inception: 8/8/97)
Pilgrim VP Growth Opportunities Portfolio................. N/A N/A
(Sub-Account Inception: 5/1/00)
Pilgrim VP Growth + Value Portfolio....................... 93.82% 32.47%
(Sub-Account Inception: 10/20/95)
Pilgrim VP High Yield Bond Portfolio...................... (1.91)% (0.75)%
(Sub-Account Inception: 8/8/97)
Pilgrim VP International Value Portfolio.................. 49.28% 26.40%
(Sub-Account Inception: 8/8/97)
Pilgrim VP MagnaCap Portfolio............................. N/A N/A
(Sub-Account Inception: 5/1/00)
Pilgrim VP MidCap Portfolio............................... N/A N/A
(Sub-Account Inception: 5/1/00)
Pilgrim VP Research Enhanced Index Portfolio(b)........... 5.19% 6.51%
(Sub-Account Inception: 10/20/95)
Pilgrim VP SmallCap Opportunities
Portfolio(a)............................................ 139.60% 37.38%
(Sub-Account Inception: 10/20/95)
</TABLE>

RIA.S. = RIA Series Contract.

From time to time, sales literature or advertisements may quote average
annual total returns for periods prior to the date the Sub-Accounts commenced
operations. Such performance information for the Sub-Accounts will be calculated
based on the performance of the Funds and the assumption that the Sub-Accounts
were in existence for the same periods as those indicated for the Funds, with
the level of Contract charges currently in effect. There are no withdrawal
charges since RIA Series Contracts have no withdrawal charges.

SAI-7
<PAGE> 62

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

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM
PERIOD ENDED PERIOD ENDED PERIOD ENDED DATE OF INCEPTION OF
12/31/99 12/31/99 12/31/99 PORTFOLIO TO 12/31/99
-------------- -------------- --------------- ---------------------
SUB-ACCOUNT RIA.S. RIA.S. RIA.S. RIA.S.
----------- -------------- -------------- --------------- ---------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund.... N/A N/A
(Portfolio Inception: / / )
Alger American Growth Portfolio.......... 32.94% 30.16% 22.16% 22.31%
(Portfolio Inception: 1/9/89)
Alger American Leveraged AllCap
Portfolio.............................. 77.00% N/A N/A 45.58%
(Portfolio Inception: 1/25/95)
Alger American MidCap Growth Portfolio... 31.06% 25.38% N/A 23.97%
(Portfolio Inception: 5/3/93)
Alger American Small Capitalization
Portfolio.............................. 42.56% 21.91% 17.51% 20.14%
(Portfolio Inception: 9/21/88)
Fidelity VIP Equity-Income Portfolio..... 5.69% 17.90% 13.80% 13.10%
(Portfolio Inception: 10/9/86)
Fidelity VIP Growth Portfolio............ 36.61% 28.96% 19.22% 18.05%
(Portfolio Inception: 10/9/86)
Fidelity VIP II Asset Manager: Growth
Portfolio.............................. 14.57% N/A N/A 19.45%
(Portfolio Inception: 1/3/95)
Fidelity VIP II Contrafund Portfolio..... 23.51% N/A N/A 26.97%
(Portfolio Inception: 1/3/95)
Fidelity VIP II Index 500 Portfolio...... 19.79% 27.40% N/A 20.36%
(Portfolio Inception: 8/27/92)
Fidelity VIP II Investment Grade Bond
Portfolio.............................. (1.64)% 6.65% 6.54% 6.82%
(Portfolio Inception: 12/5/88)
Fidelity VIP III Growth Opportunities
Portfolio.............................. 3.65% N/A N/A 20.79%
(Portfolio Inception: 1/3/95)
Janus Aspen Aggressive Growth
Portfolio.............................. 124.06% 35.41% N/A 33.60%
(Portfolio Inception: 9/13/93)
Janus Aspen Growth Portfolio............. 43.12% 29.11% N/A 23.53%
(Portfolio Inception: 9/13/93)
Janus Aspen International Growth
Portfolio.............................. 81.19% 32.46% N/A 27.40%
(Portfolio Inception: 5/2/94)
Janus Aspen Worldwide Growth Portfolio... 63.47% 32.80% N/A 28.93%
(Portfolio Inception: 9/13/93)
Neuberger Berman Advisers Management
Trust.................................. 0.87% 4.89% 5.22% 6.83%
Limited Maturity Bond Portfolio
(Portfolio Inception: 9/10/84)
Neuberger Berman Advisers Management
Trust.................................. 6.73% 20.30% N/A 16.78%
Partners Portfolio
(Portfolio Inception: 3/22/94)
Neuberger Berman Advisers Management
Trust.................................. N/A N/A N/A N/A
Socially Responsive Portfolio
(Portfolio Inception: 2/18/99)
OCC Equity Portfolio(c).................. 1.93% 19.28% 14.78% 14.97%
(Portfolio Inception: 8/1/88)
OCC Global Equity Portfolio.............. 25.77% N/A N/A 17.37%
(Portfolio Inception: 3/1/95)
</TABLE>

SAI-8
<PAGE> 63

- ------------------------
++ Key: RIA.S. = RIA Series Contract.

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

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

SAI-9
<PAGE> 64

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM DATE OF
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR INCEPTION OF
PERIOD ENDED PERIOD ENDED PERIOD ENDED PORTFOLIO TO
PORTFOLIO 12/31/99 12/31/99 12/31/99 12/31/99
--------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Fidelity VIP II Index 500 Portfolio......... 20.51% 28.16% N/A 21.07%
(Portfolio Inception: 8/27/92)
Fidelity VIP II Investment Grade Bond
Portfolio................................. (1.05)% 7.30% 7.19% 7.46%
(Portfolio Inception: 12/5/88)
Fidelity VIP III Growth Opportunities
Portfolio................................. 4.27% N/A N/A 21.51%
(Portfolio Inception: 1/3/95)
Janus Aspen Aggressive Growth Portfolio..... 125.40% 36.23% N/A 34.40%
(Portfolio Inception: 9/13/93)
Janus Aspen Growth Portfolio................ 43.98% 29.89% N/A 24.27%
(Portfolio Inception: 9/13/93)
Janus Aspen International Growth
Portfolio................................. 82.27% 33.25% N/A 28.17%
(Portfolio Inception: 5/2/94)
Janus Aspen Worldwide Growth Portfolio...... 64.45% 33.60% N/A 29.69%
(Portfolio Inception: 9/13/93)
Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio........... 1.48% 5.52% 5.86% 7.47%
(Portfolio Inception: 9/10/84)
Neuberger Berman Advisers Management Trust
Partners Portfolio........................ 7.37% 21.03% N/A 17.47%
(Portfolio Inception: 3/22/94)
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio............. N/A N/A N/A N/A
(Portfolio Inception: 2/18/99)
OCC Equity Portfolio(c)..................... 2.54% 20.12% 15.53% 15.71%
(Portfolio Inception: 8/1/88)
OCC Global Equity Portfolio................. 26.53% N/A N/A 18.17%
(Portfolio Inception: 3/1/95)
OCC Managed Portfolio(c).................... 5.00% 19.80% 16.65% 17.74%
(Portfolio Inception: 8/1/88)
OCC Small Cap Portfolio(c).................. (1.83)% 8.35% 11.12% 11.48%
(Portfolio Inception: 8/1/88)
Pilgrim VP Growth Opportunities Portfolio... N/A N/A N/A N/A
(Portfolio Inception: 4/30/00)
Pilgrim VP Growth + Value Portfolio......... 94.98% 32.56% N/A 29.07%
(Portfolio Inception: 5/6/94)
Pilgrim VP High Yield Bond Portfolio........ (3.22)% 8.63% N/A 7.47%
(Portfolio Inception: 5/6/94)
Pilgrim VP International Value Portfolio.... 50.18% N/A N/A 27.15%
(Since Inception 8/8/97)
Pilgrim VP MagnaCap Portfolio............... N/A N/A N/A N/A
(Portfolio Inception: 4/30/00)
Pilgrim VP MidCap Opportunities Portfolio... N/A N/A N/A N/A
(Portfolio Inception: 4/30/00)
Pilgrim VP Research Enhanced Index
Portfolio(b).............................. 5.82% 8.84% N/A 8.09
(Portfolio Inception: 5/6/94)
Pilgrim VP SmallCap Opportunities
Portfolio(a).............................. 141.03% 35.16% N/A 30.97%
(Portfolio Inception: 5/6/94)
</TABLE>

SAI-10
<PAGE> 65

The Average Annual Total Returns listed below are calculated based on the
assumption that the Sub-Accounts were in existence for the same periods as those
indicated for the funds:

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM
PERIOD ENDED PERIOD ENDED PERIOD ENDED DATE OF INCEPTION OF
12/31/99 12/31/99 12/31/99 PORTFOLIO TO 12/31/99
-------------- -------------- --------------- ---------------------
SUB-ACCOUNT RIA.S. RIA.S. RIA.S. RIA.S.
----------- -------------- -------------- --------------- ---------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends
Fund............................... N/A N/A N/A N/A
(Portfolio Inception: / / )
Alger American Growth Portfolio...... 32.94% 30.16% 22.16% 22.31%
(Portfolio Inception: 1/9/89)
Alger American Leveraged AllCap
Portfolio.......................... 77.00% N/A N/A 45.58%
(Portfolio Inception: 1/25/95)
Alger American MidCap Growth
Portfolio.......................... 31.06% 25.38% N/A 23.97%
(Portfolio Inception: 5/3/93)
Alger American Small Capitalization
Portfolio.......................... 42.56% 21.91% 17.51% 20.14%
(Portfolio Inception: 9/21/88)
Fidelity VIP Equity-Income
Portfolio.......................... 5.69% 17.90% 13.80% 13.10%
(Portfolio Inception: 10/9/86)
Fidelity VIP Growth Portfolio........ 36.61% 28.96% 19.22% 18.05%
(Portfolio Inception: 10/9/86)
Fidelity VIP II Asset Manager: Growth
Portfolio.......................... 14.57% N/A N/A 19.45%
(Portfolio Inception: 1/3/95)
Fidelity VIP II Contrafund
Portfolio.......................... 23.51% N/A N/A 26.97%
(Portfolio Inception: 1/3/95)
Fidelity VIP II Index 500
Portfolio.......................... 19.79% 27.40% N/A 20.36%
(Portfolio Inception: 8/27/92)
Fidelity VIP II Investment Grade Bond
Portfolio.......................... (1.64)% 6.65% 6.54% 6.82%
(Portfolio Inception: 12/5/88)
Fidelity VIP III Growth Opportunities
Portfolio.......................... 3.65% N/A N/A 20.79%
(Portfolio Inception: 1/3/95)
Janus Aspen Aggressive Growth
Portfolio.......................... 124.06% 35.41% N/A 33.60%
(Portfolio Inception: 9/13/93)
Janus Aspen Growth Portfolio......... 43.12% 29.11% N/A 23.53%
(Portfolio Inception: 9/13/93)
Janus Aspen International Growth
Portfolio.......................... 81.19% 32.46% N/A 27.40%
(Portfolio Inception: 5/2/94)
Janus Aspen Worldwide Growth
Portfolio.......................... 63.47% 32.80% N/A 28.93%
(Portfolio Inception: 9/13/93)
Neuberger Berman Advisers Management
Trust Limited Maturity Bond
Portfolio.......................... 0.87% 4.89% 5.22% 6.83%
(Portfolio Inception: 9/10/84)
</TABLE>

SAI-11
<PAGE> 66

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

(a) The Pilgrim VP 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.

(b) The Pilgrim VP 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.

(c) On September 16, 1994, an investment company then called Quest for Value
Accumulation Trust (the "Old Trust") was effectively divided into two investment
funds, the Old Trust and the present OCC Accumulation Trust (the "Trust") at
which time the Trust commenced operations. The total net assets for the Equity,
Managed, and Small Cap Portfolios immediately after the transaction were
$86,789,755, $682,601,380, and $139,812,573, respectively, with respect to the
Old Trust and for the Equity, Managed, and Small Cap Portfolios, $3,764,598,
$51,345,102, and $8,129,274, respectively with respect to the Trust. For the
period prior to September 14, 1994, the performance figures for the Equity,
Managed, and Small Cap Portfolios of the Trust reflect the performance of the
Equity, Managed, and Small Cap Portfolios of the Old Trust.

SAI-12
<PAGE> 67

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

<TABLE>
<S> <C>
CTR = ERV/P - 1
Where:
=the Cumulative Total Return net of Sub-Account recurring
CTR charges for the period.
=the ending redeemable value of the hypothetical investment
ERV at the end of the period.
P =a hypothetical single payment of $1,000.
</TABLE>

EFFECT OF THE ANNUAL CONTRACT CHARGE ON PERFORMANCE DATA. The Contract
provides for a $30 Annual Contract Charge to be deducted annually at the end of
each Contract Year, from the Sub-Accounts and the Fixed Accounts based on the
proportion that the value of each such account bears to the total Contract
Value. For purposes of reflecting the Annual Contract Charge in yield and total
return quotations, the annual charge is converted into a per-dollar of per-day
charge based on the Annual Contract Charges collected from the average total
assets of the Variable Account and the Fixed Accounts during the calendar year.

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

FINANCIAL STATEMENTS
The Statement of Additional Information will include Financial Statements
for the Separate Account One as of December 31, 1999 and for the two years ended
December 31, 1999 and 1998 served as independent auditors for the
Separate Account One. Although the financial statements are audited, the period
they cover is not necessarily indicative of the longer term performance of the
assets held in the Separate Account One.

The financial statements for the Company as of and for the years ended
December 31, 1999 and 1998 have been prepared on the basis of statutory
accounting principles ("STAT") rather than generally accepted accounting
principles ("GAAP"). The financial statements of the Company, which are included
in this Statement of Additional Information, should be considered only as
bearing on the ability of the Company to meet its obligations under the
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Separate Account One.

[TO BE ADDED BY SUBSEQUENT AMENDMENT]

SAI-13
<PAGE> 68

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:

Part A: None

Part B: Separate Account One*
Independent Auditors' Report
Statement of Assets and Liabilities as of December 31, 1999
Combined Statements of Operations and Changes in Contract
Owners' Equity
for the years ended December 31, 1999 and December 31, 1998
Notes to Financial Statements

Northern Life Insurance Company*
Independent Auditors' Report
Statutory-Basis Statements of Admitted Assets, Liabilities,
Surplus and Other Funds
as of December 31, 1999 and 1998
Statutory-Basis Statements of Operations for the years ended
December 31, 1999
and 1998
Statutory-Basis Statements of Changes in Capital and Surplus
for the years ended
December 31, 1999 and 1998
Statutory-Basis Statement of Cash Flows for the years ended
December 31, 1999
and 1998
Notes to Statutory Basis Financial Statements
Independent Auditor's Report on Supplemental Schedule of Assets
and Liabilities
Supplemental Schedule of Assets and Liabilities for the year
ended December 31, 1999

(b) Exhibits:

<TABLE>
<C> <C> <S>
1. Resolution of the Executive Committee of the Board of Directors of
Northern Life Insurance Company ("Depositor") authorizing the
establishment of Separate Account One ("Registrant").(2)
2. Not Applicable.
3. (a) Form of Distribution and Administrative Services Agreement
between Washington Square Securities, Inc. and Depositor.(2)
(b) Form of selling group (or distribution) agreement between
Washington Square Securities, Inc. and selling group
members.(2)
(c) Form of Amended Broker/Dealer Variable Annuity Compensation
Schedule.(5)
4. (a) Form of Flexible Premium Individual Deferred Annuity
Contract (RIA Series -- TSA)
(b) Form of Individual Deferred Retirement Annuity Contract (RIA
Series -- IRA/Non-Qualified)
(c) Roth IRA Endorsement.(2)
(d) Form of Internal Revenue Code Section 457 Endorsement.(5)
5. Contract Application Form (Retail Series, Plus Series and
RIA Series).(5)
6. (a) Articles of Incorporation of Depositor.(2)
(b) Bylaws of Depositor.(2)
7. Not Applicable.
8. (a) Form of Participation Agreement by and among AIM Variable
Insurance Funds, Inc., A I M Distributors, Inc., and
Northern Life Insurance Company.*
(b) Participation Agreement with The Alger American Fund and
Fred Alger and Company.(2)
(c) Participation Agreement among Fidelity Variable Insurance
Products Fund, Fidelity Distributors Corporation, and
Northern Life Insurance Company.(2)
(d) Amendment to Participation Agreement among Fidelity Variable
Insurance Products Fund, Fidelity Distributors Corporation,
and Northern Life Insurance Company, dated July 24, 1997.(3)
</TABLE>

II-1
<PAGE> 69

<TABLE>
<S> <C> <C>
(e) Participation Agreement among Fidelity Variable Insurance Products Fund II, Fidelity Distributors
Corporation, and Northern Life Insurance Company.(2)
(f) Amendment to Participation Agreement among Fidelity Variable Insurance Products Fund II, Fidelity
Distributors Corporation, and Northern Life Insurance Company, dated July 24, 1997.(3)
(g) Form of Participation Agreement among Fidelity Variable Insurance Products Fund III, Fidelity
Distributors Corporation and Northern Life Insurance Company.(1)
(h) Participation Agreement by and between the Janus Aspen Series and Northern Life Insurance Company,
dated August 8, 1997.(3)
(i) Participation Agreement by and among Northern Life Insurance Company, Neuberger Berman Advisers
Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc., dated August 8,
1997.(3)
(j) Amendment No. 1 to Participation Agreement by and among Northern Life Insurance Company, Neuberger
Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc.
dated December 1, 1998.(1)
(k) Participation Agreement by and among OCC Accumulation Trust, Northern Life Insurance Company and
OCC Distributors, dated August 8, 1997.(3)
(l) Form of Service Agreement between Northern Life Insurance Company and A I M Advisors, Inc.*
(m) Service Agreement by and between Fred Alger Management, Inc. and Northern Life Insurance Company,
dated as of August 8, 1997.(3)
(n) Form of Service Agreement and Contract between ReliaStar Life Insurance Company, WSSI, and
Fidelity Investments Institutional Operations Company and Fidelity Distributors Corporation dated
January 1, 1997.(4)
(o) Service Agreement by and between Janus Capital Corporation and Northern Life Insurance Company,
dated August 8, 1997.(3)
(p) Service Agreement by and between Neuberger Berman Management Inc. and Northern Life Insurance
Company, effective August 8, 1997.(3)
(q) Service Agreement by and between OpCap Advisors and Northern Life Insurance Company, dated as of
August 8, 1997.(3)
9. Consent and Opinion of Stewart D. Gregg as to the legality of the securities being registered.
10. Consent of .*
11. No financial statements are omitted from Item 23.
12. Not Applicable.
13. Schedule of computation of performance data.(1)
14. Financial Data Schedule. Not required.
15. Powers of Attorney for Richard R. Crowl, Michael J. Dubes, Wayne R. Huneke, Robert C. Salipante, and John G.
Turner.
</TABLE>

- ------------------------
(1) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registrant's Form N-4 Registration Statement, File No. 33-90474, filed April
23, 1999.

(2) Incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Form N-4 Registration Statement File No. 33-90474, filed April
20, 1998.

(3) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Form N-4 Registration Statement File No. 33-90474, filed July
29, 1997.

(4) Incorporated by reference to Post-Effective Amendment No. 4 to ReliaStar
Life Insurance Company's Form N-4 Registration Statement File No. 33-69892,
filed April 14, 1997.

(5) Incorporated by reference to Post-Effective Amendment No. 9 to the
Registrant's Form N-4 Registration Statement File No. 33-90474, filed
November 5, 1999.

* To be filed by Pre-Effective Amendment.

II-2
<PAGE> 70

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
- ----------------------------------- ------------------------------------------------------------
<S> <C>
John G. Turner.................... Director; Chairman
20 Washington Avenue South
Minneapolis, Minnesota 55401
Richard R. Crowl.................. Director; Senior Vice President, General Counsel and
20 Washington Avenue South Assistant Secretary
Minneapolis, Minnesota 55401
Michael J. Dubes.................. Director; President and Chief Executive Officer
1501 Fourth Avenue
Seattle, Washington 98101
Wayne R. Huneke................... Director; Assistant Treasurer
20 Washington Avenue South
Minneapolis, Minnesota 55401
Robert C. Salipante............... Director
20 Washington Avenue South
Minneapolis, Minnesota 55401
Elisabeth R. Bennett.............. Vice President and Medical Director
20 Washington Avenue South
Minneapolis, Minnesota 55401
Richard Contreras................. Vice President, Marketing
1501 Fourth Avenue
Seattle, Washington 98101
Brad J. Corbin.................... Vice President, Sales
1501 Fourth Avenue
Seattle, Washington 98101
John A. Johnson................... Vice President
20 Washington Avenue South
Minneapolis, Minnesota 55401
Novian Junus...................... Vice President
1501 Fourth Avenue
Seattle, Washington 98101
Douglas R. Kaufman................ Vice President and Chief Information Officer
1501 Fourth Avenue
Seattle, Washington 98101
Jerome A. Mills................... Vice President, Strategic Alliances
1501 Fourth Avenue
Seattle, Washington 98101
Jeryl A. Millner.................. Vice President and Chief Financial Officer
1501 Fourth Avenue
Seattle, Washington 98101
Susan M. Bergen................... Secretary
20 Washington Avenue South
Minneapolis, Minnesota 55401
James R. Miller................... Treasurer
20 Washington Avenue South
Minneapolis, Minnesota 55401
Chris D. Schreier................. Vice President and Assistant Treasurer
20 Washington Avenue South
Minneapolis, Minnesota 55401
</TABLE>

II-3
<PAGE> 71

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Registrant is a separate account of Depositor. Depositor is an indirect,
wholly-owned subsidiary of ReliaStar Financial Corp., formerly known as The NWNL
Companies, Inc., a Delaware corporation.

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

ORGANIZATIONAL CHART

ReliaStar Financial Corp., the Parent Company ("RLR"), owns directly or
indirectly, capital stock of subsidiary companies as follows as of February 29,
2000 (second and third tier subsidiaries are listed, indented, directly below
their parent company):

<TABLE>
<CAPTION>
OWNER AND
COMPANY PERCENTAGE
------- -------------------
<S> <C>
ReliaStar Life Insurance Company ("RLIC")................... RLR-100%
Northern Life Insurance Company ("NLIC").................. RLIC-100%
Norlic, Inc............................................ NLIC-100%
Security-Connecticut Life Insurance Company ("SCL")....... RUSL-100%
ReliaStar Life Insurance Company of New York
("RLNY").............................................. SCL-100%
NWNL Benefits Corporation................................. RLIC-100%
ReliaStar Reinsurance Group (UK), Ltd..................... RLIC-100%
ReliaStar Investment Research, Inc.......................... RLR-100%
Washington Square Securities, Inc. ("WSSI")................. RLR-100%
Washington Square Insurance Agency, Inc. (Puerto Rico).... WSSI-100%
Pilgrim Capital Corporation ("PHC") Common................. RLR-100%
Preferred.............. RLR-100%
Pilgrim Advisors, Inc..................................... PHC-100%
Pilgrim Group, Inc. (PGI)................................. PHC-100%
Pilgrim Securities, Inc. (PSI)......................... PGI-100%
Pilgrim Funding, Inc................................. PSI-100%
Pilgrim Investments, Inc............................... PGI-100%
Express American T.C. Corp................................ PHC-100%
EAMC Liquidation Corp..................................... PHC-100%
Pilgrim Financial, Inc.................................... PHC-100%
IB Holdings, Inc. ("IB").................................... RLR-100%
Northeastern Corporation.................................. IB-100%
The New Providence Insurance Company, Limited............. IB-100%
Successful Money Management Seminars, Inc. ("SMMS")......... RLR-100%
PrimeVest Financial Services, Inc. ("PVF").................. RLR-100%
PrimeVest Insurance Agency of Alabama, Inc................ PVF-100%
PrimeVest Insurance Agency of New Mexico, Inc............. PVF-100%
PrimeVest Insurance Agency of Ohio, Inc. Class A......... Robert Chapman-100%
Class B......... PVF-100%
Branson Insurance Agency, Inc............................. PVF-100%
Granite Investment Services, Inc.......................... PVF-100%
Bisys Brokerage Services, Inc............................. PVF-100%
Bancwest Investment Services, Inc......................... PVF-100%
Arrowhead, Ltd.............................................. RLR-100%
ReliaStar Payroll Agent, Inc................................ RLR-100%
ReliaStar Bancshares, Inc. ("RBS").......................... RLR-100%
ReliaStar Bank ("RB")..................................... RBS-100%
ReliaStar Investment Services, Inc..................... RB-100%
ReliaStar Managing Underwriters, Inc........................ RLR-100%
Financial Northeastern Corp. ("FNC")........................ RLR-100%
Financial Northeastern Securities, Inc...................... RLR-100%
FNC Insurance Services, Inc................................. RLR-100%
</TABLE>

II-4
<PAGE> 72

ITEM 27. NUMBER OF CONTRACT OWNERS
As of January 31, 2000, there were 41,366 owners of the Contracts, 38,900
of which were owners of qualified Contracts.

ITEM 28. INDEMNIFICATION
Reference is hereby made to Article VII, Section 6 of Depositor's Bylaws,
filed as an Exhibit to this registration statement filed on Form N-4. The Bylaws
of Depositor mandate indemnification by Depositor of its directors, officers and
certain others, and permit indemnification of directors, officers, employees and
agents of Washington Square Securities, Inc. ("WSSI") under certain conditions.
Section 4.01 of the Bylaws of WSSI mandates indemnification by WSSI of its
directors and officers under certain conditions.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Depositor or WSSI, pursuant to the foregoing provisions or otherwise, Depositor
and WSSI have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Depositor of expenses
incurred or paid by a director or officer or controlling person of Depositor or
WSSI in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person of Depositor or WSSI in connection
with the securities being registered, Depositor or WSSI, as the case may be,
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether or not such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

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

ITEM 29. PRINCIPAL UNDERWRITERS
WSSI is the distributor and principal underwriter of the Contracts. WSSI
also acts as the principal distributor and underwriter of:

- variable annuity contracts issued by ReliaStar Life Insurance Company
("ReliaStar Life") through the ReliaStar Select Variable Account, a
separate account of ReliaStar Life registered as a unit investment trust
under the Investment Company Act of 1940;

- variable life insurance policies issued by ReliaStar Life through
Select-Life Variable Account, a separate account of ReliaStar Life
registered as a unit investment trust under the Investment Company Act of
1940;

- variable annuity contracts issued by ReliaStar Life Insurance Company of
New York ("RLNY") through the ReliaStar Life Insurance Company of New
York Variable Annuity Separate Account II, a separate account of RLNY
registered as a unit investment trust under the Investment Company Act of
1940; and

- variable life insurance policies issued by RLNY through ReliaStar Life
Insurance Company of New York Variable Life Separate Account I, a
separate account of RLNY registered as a unit investment trust under the
Investment Company Act of 1940.

II-5
<PAGE> 73

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

<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
- ------------------------------ ------------------------------------------------------------
<S> <C>
Wayne R. Huneke Director
20 Washington Avenue South
Minneapolis, Minnesota 55401
Robert C. Salipante Director
20 Washington Avenue South
Minneapolis, Minnesota 55401
Jeffrey A. Montgomery Director; President and Chief Executive Officer
20 Washington Avenue South
Minneapolis, Minnesota 55401
Kenneth S. Cameranesi Executive Vice President and Chief Operations Officer
20 Washington Avenue South
Minneapolis, Minnesota 55401
Gene Grayson Vice President, National Sales and Marketing
20 Washington Avenue South
Minneapolis, Minnesota 55401
Keith Loveland Vice President and Chief Compliance Officer
20 Washington Avenue South
Minneapolis, Minnesota 55401
David A. Sheridan Vice President
20 Security Drive
Avon, Connecticut 06001
Margaret B. Wall Vice President
20 Washington Avenue South
Minneapolis, Minnesota 55401
Daniel S. Kuntz Assistant Vice President and Treasurer
20 Washington Avenue South
Minneapolis, Minnesota 55401
Susan M. Bergen Secretary
20 Washington Avenue South
Minneapolis, Minnesota 55401
Loralee A. Renelt Assistant Secretary
20 Washington Avenue South
Minneapolis, Minnesota 55401
Allen Kidd Assistant Secretary
222 North Arch Road
Richmond, Virginia 23236
</TABLE>

(c) For the year ended December 31, 1999 WSSI received $18,000,541 in fees,
including gross concessions, in connection with distribution of the Transfer
Series and Flex Series Contracts.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of Registrant are located at the offices of
Depositor at 1501 Fourth Avenue, Suite 1000, Seattle, Washington 98101-3620.

ITEM 31. MANAGEMENT SERVICES
Not applicable.

II-6
<PAGE> 74

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

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

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

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

The Depositor represents that the fees and charges deducted under the
Advantage series variable annuity contracts, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the Company.

The Depositor and Registrant rely on SEC regulation (section)270.6c-7 with
respect to offering variable annuity contracts under the Texas Optional
Retirement Program and represent that the provisions of paragraphs (a)-(d) of
that regulation have been or will be complied with.

II-7
<PAGE> 75

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Seattle and State of Washington, on this 20th day of
March, 2000.

SEPARATE ACCOUNT ONE
(Registrant)

By: NORTHERN LIFE INSURANCE COMPANY
(Depositor)

By /s/ MICHAEL J. DUBES
---------------------------------------
Michael J. Dubes
President and Chief Executive Officer

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Depositor has caused this Registration Statement to be signed on its
behalf, in the City of Seattle and State of Washington, on this 20th day of
March, 2000.

NORTHERN LIFE INSURANCE COMPANY

By /s/ MICHAEL J. DUBES
---------------------------------------
Michael J. Dubes
President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration Statement has been
signed on this 20th day of March, 2000 by the following directors and officers
of Depositor in the capacities indicated:

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

/s/ MICHAEL J. DUBES President and Chief Executive Officer
- --------------------------------------------
Michael J. Dubes

/s/ JERYL A. MILLNER Vice President and Chief Financial Officer
- --------------------------------------------
Jeryl A. Millner
</TABLE>

<TABLE>
<S> <C>
Richard R. Crowl Robert C. Salipante
Michael J. Dubes John G. Turner
Wayne R. Huneke
</TABLE>

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

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

II-8
<PAGE> 76

EXHIBIT INDEX

(b) Exhibits

<TABLE>
<C> <C> <S>
4.a. Form of Flexible Premium Individual Deferred Annuity
Contract (RIA Series -- TSA)
b. Form of Individual Deferred Retirement Annuity Contract (RIA
Series -- IRA/Non-Qualified)
9. Consent and Opinion of Stewart D. Gregg as to the legality
of the securities being registered.
15. Powers of Attorney.
</TABLE>

<PAGE> 1
EXHIBIT 4a

NORTHERN LIFE INSURANCE COMPANY
A Stock Company
Home Office: ReliaStar Service Center:
1501 4th Avenue, Suite 1000 P.O. Box 5050
Seattle, WA 98101-3620 Minot, North Dakota 58702-5050

- --------------------------------------------------------------------------------
RIGHT TO EXAMINE AND CANCEL CONTRACT

You may cancel this contract by giving written notice of cancellation to
Northern Life Insurance Company, ReliaStar Service Center, P.O. Box 5050, Minot,
ND 58702-5050. You may also give notice to the agent from whom you bought the
contract. You must also return the contract before midnight of the tenth day
after the date you receive the contract. As soon as you return it, we will
consider it void from the start. When these conditions are met, we will refund
the Contract Value as of the next Valuation Date after receiving your request.
However, if applicable law so requires, the full amount of any Purchase Payments
we receive will be refunded.
- --------------------------------------------------------------------------------

NOTICE

ANNUITY PAYOUTS AND CONTRACT VALUES PROVIDED BY THIS CONTRACT ARE VARIABLE AND
MAY INCREASE OR DECREASE IN VALUE BASED ON THE INVESTMENT EXPERIENCE OF THE
VARIABLE ACCOUNT AND ARE NOT GUARANTEED AS TO THE FIXED DOLLAR AMOUNT.

This contract is a legal contract between you and Northern Life Insurance
Company. READ YOUR CONTRACT CAREFULLY.

We will make Fixed and/or Variable Annuity Payouts subject to the terms of this
contract. You may change the Start Date, the annuity payout option, or both, as
shown in the contract.

If you die while this contract is in force, we will pay the death benefit when
we receive written notice of your death.

Your rights under this contract cannot be forfeited.

We issue this contract in consideration of the attached application and the
payment of Purchase Payments according to the terms of this contract.

The provisions on the following pages are a part of this contract.

/s/ Susan M. Bergen /s/ Michael J. Dubes
Secretary President

FLEXIBLE PREMIUM INDIVIDUAL DEFERRED ANNUITY CONTRACT
Nonparticipating

VARIABLE AND/OR FIXED ACCUMULATION
VARIABLE AND/OR FIXED DOLLAR ANNUITY PAYOUTS

<PAGE> 2

CONTRACT DATA PAGE
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED
ANNUITY CONTRACT
<TABLE>
<CAPTION>

PURCHASE PAYMENTS:
<S> <C>
Minimum Initial Purchase Payment $25,000.00
Minimum Subsequent Purchase Payments $ 5,000.00
</TABLE>

Purchase Payments are allocated to the Fixed Account and Separate Account One
(Variable Account) as shown below unless changed as provided in this contract:

VARIABLE ACCOUNT
SUB-ACCOUNTS INITIAL ALLOCATION
<S> <C>
Northstar Galaxy Trust
Emerging Growth Portfolio 0%
Research Enhanced Index Portfolio 0%
Growth + Value Portfolio 0%
High Yield Bond Portfolio 0%
International Value Portfolio 0%
Fidelity Variable Insurance Products Fund
VIP Money Market Portfolio 0%
VIP Growth Portfolio 0%
VIP Equity-Income Portfolio 0%
Fidelity Variable Insurance Products Fund II
VIP II Investment Grade Bond Portfolio 0%
VIP II Asset Manager: Growth Portfolio 0%
VIP II Index 500 Portfolio 0%
VIP II Contrafund Portfolio 0%
Fidelity Variable Insurance Products Fund III
VIP III Growth Opportunities Portfolio 0%
The Alger American Fund
Alger American Small Capitalization Portfolio 0%
Alger American Growth Portfolio 0%
Alger American MidCap Growth Portfolio 0%
Alger American Leveraged AllCap Portfolio 0%
</TABLE>

OWNER: John Doe
ISSUE DATE: December 1, 1999
CONTRACT NO.: VA00123456

PAGE A

<PAGE> 3

CONTRACT DATA PAGE
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED
ANNUITY CONTRACT
<TABLE>
<CAPTION>

SUB-ACCOUNTS (CONTINUED) INITIAL ALLOCATION
<S> <C>
Janus Aspen Series
Aggressive Growth Portfolio 0%
Growth Portfolio 0%
International Growth Portfolio 0%
Worldwide Growth Portfolio 0%
OCC Accumulation Trust
Managed Portfolio 0%
Small Cap Portfolio 0%
Equity Portfolio 0%
Global Equity Portfolio 0%
Neuberger Berman Advisers Management Trust
Partners Portfolio 0%
Limited Maturity Bond Portfolio 0%
Socially Responsive Portfolio 0%

FIXED ACCOUNT
Fixed Account A 0%
Fixed Account C 0%
- ----------------------------------------------------------------------------------------------------------
Total Allocation 100%
</TABLE>

OTHER CHARGES:
Mortality Risk Charge: .85% of the daily net asset value
Expense Risk Charge: .40% of the daily net asset value
Administrative Charge: .15% of the daily net asset value

CREDITS
Product Asset Credit: .80% of average daily Variable Account
Contract Value (credited monthly)

OWNER: John Doe
ISSUE DATE: December 1, 1999
CONTRACT NO.: VA00123456

PAGE B
<PAGE> 4

SECTION 1 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 under the contract at the
Start Date. The Owner is always the Annuitant
unless an Owner's surviving spouse or former
spouse is the Annuitant.

ANNUITY PAYOUT DATE The first business day of any calendar month
in which a Fixed or Variable Annuity Payout is
made under the contract.

ANNUITY UNIT A unit of measure used to determine the amount
of a Variable Annuity Payout after the first
annuity payout.

BENEFICIARY The person(s) named by you to receive any
payments after your death.

CODE The Federal Internal Revenue Code of 1986
(IRC), as amended.

CONTINGENT BENEFICIARY The person(s) you name to become the
Beneficiary if the Beneficiary dies.

CONTRACT ANNIVERSARY The same day and month as the Issue Date each
year that this contract remains in force.

CONTRACT EARNINGS On any Valuation Date, the Contract Value,

1. Plus the aggregate Purchase Payments
withdrawn up to that date,

2. Less the aggregate Purchase Payments made
up to that date.

CONTRACT VALUE The sum of the Fixed Account Contract Value
(as defined in Section 4D),

1. Plus the Variable Account Contract Value
(as defined in Section 5D) on a Valuation
Date,

2. Less prior withdrawals,

3. Less applicable taxes, and

4. Plus all interest earned.

CONTRACT YEAR Each 12-month period starting with the Issue
Date and each Contract Anniversary after that.

DISTRIBUTEE You or your surviving spouse as Beneficiary or
your former spouse as alternate Payee under a
qualified domestic relations order (QDRO)
within the meaning of Code Section 414(p), as
applicable.

FIXED ACCOUNT One or more accounts under this contract that
guarantee both principal and interest. The
Fixed Accounts are held in our General
Account. We have complete ownership and
control of the assets in the General Account.

3
<PAGE> 5

SECTION 1 DEFINITIONS (CONTINUED)
- --------------------------------------------------------------------------------
FIXED ANNUITY PAYOUT A series of periodic payments to the Payee
which do not vary in amount. The principal and
interest amounts are guaranteed. These
payments are made from the General Account.

FUND Any open-end management investment company
(or portfolio thereof) or any unit investment
trust (or series thereof) listed on the
Contract Data Page(s) on the Issue Date or
thereafter made available.

GENERAL ACCOUNT Our assets other than those allocated to the
Variable Account or any other separate
account.

HOME OFFICE Northern Life Insurance Company at our home
office in Seattle, Washington, or our
administrative office in Minot, North Dakota.

IRREVOCABLE BENEFICIARY The Irrevocable Beneficiary cannot be removed
as Beneficiary without his or her consent. The
Irrevocable Beneficiary must also consent to
any full or partial withdrawal or ownership
change that the Owner wishes to make.

OUTSTANDING LOAN BALANCE The total of all existing loans,

1. Plus any accumulated loan interest,

2. Less any loan repayments.

OWNER (YOU, YOUR) The person named on the Application and the
Contract Data Page(s) to hold this contract
and to exercise all rights and privileges
under it.

PAYEE The person to receive payments under a Fixed
or Variable Annuity Payout. Only the Annuitant
or a Beneficiary may be the Payee.

PURCHASE PAYMENTS These include periodic, single lump sum,
rollover, and transfer payments paid to us on
your behalf, less applicable premium taxes, if
any, as required by law.

REQUIRED DISTRIBUTION DATE The first day of April of the year following
the year in which you reach age 70 1/2 or
later if permitted by law or regulation.

START DATE The date on which the entire Contract Value is
used to purchase a Fixed and/or Variable
Annuity Payout. As required by law, the Start
Date will not be earlier than the date on
which you reach age 59 1/2, unless you meet a
permitted exception.

SUB-ACCOUNT A subdivision of the Variable Account.

Each Sub-Account's assets are invested
exclusively in one of the Funds.

The Sub-Accounts available on the Issue Date
and the percentage of Purchase Payments you
have allocated to each Sub-Account on the
Issue Date are shown on the Contract Data
Page(s).

Other Sub-Accounts may be available after the
Issue Date.

4
<PAGE> 6

SECTION 1 DEFINITIONS (CONTINUED)
- --------------------------------------------------------------------------------
VALUATION DATE Each day on which the New York Stock Exchange
(NYSE) is open for business, except for a day
that a Sub-Account's corresponding Fund does
not value its shares. The NYSE is currently
closed weekends and specified holidays.

VALUATION PERIOD The time between a Valuation Date and the next
Valuation Date.

VARIABLE ACCOUNT A separate investment account of ours,
identified on Contract Data Page A, which has
been established under the State of Washington
insurance laws and is divided into
Sub-Accounts.

VARIABLE ANNUITY PAYOUT A series of periodic payments to the Payee
varying in amount based on the investment
performance of the Variable Account
Sub-Accounts under this contract.

WE, US, OUR Northern Life Insurance Company at its Home
Office in Seattle, Washington and its
administrative office in Minot, North Dakota.

WRITTEN, IN WRITING A written request or notice signed, dated, and
received at an address designated by us in a
form we accept. You may ask us for the forms.

SECTION 2 THE CONTRACT
- --------------------------------------------------------------------------------
A. THE CONTRACT
The entire contract is the contract; the
Contract Data Page(s); the application; and
attached endorsements.

Unless fraudulent, all statements made by or
on behalf of anyone covered by this contract
are representations and not warranties. Only
statements found in the attached
application(s) may be used to cancel this
contract or as our defense if we refuse to pay
a claim.

B. MODIFICATION OF CONTRACT
Only our President or Secretary may change
this contract on our behalf. No agent or any
other person may change this contract. Any
change must be in writing.

SECTION 3 PURCHASE PAYMENTS
- --------------------------------------------------------------------------------
A. GENERAL
Purchase Payments must be in cash or a cash
equivalent and are payable at our Home Office.

We consider any payment we receive to be a
Purchase Payment unless you tell us that it is
a loan repayment.

You may make Purchase Payments at any time
before the Start Date while the contract is in
force.

The initial Purchase Payment must equal or
exceed the minimum as shown on the Contract
Data Page(s).

5
<PAGE> 7

SECTION 3 PURCHASE PAYMENTS (CONTINUED)
- --------------------------------------------------------------------------------

On a non-discriminatory basis, we may choose
not to accept an additional Purchase Payment
if:

1. It is less than $5,000; or

2. The additional Purchase Payment plus the
Contract Value at the next Valuation Date
exceeds $1,000,000.

B. TRANSFERS AND ROLLOVERS
Purchase Payments that are transfers or
rollovers must be from another tax-sheltered
annuity or custodial account for regulated
investment company stock that qualifies under
Section 403(b) of the Code.

C. ALLOCATION OF
PURCHASE PAYMENTS
You specified the initial allocation of
Purchase Payments on your application for this
contract. This allocation is shown on the
Contract Data Page(s). The allocation of
future Purchase Payments will remain the same
unless you change it.

You may change the percentage allocation
between or among available Sub-Accounts and
the Fixed Accounts at any time by giving us
written notice. The change is subject to any
limitations on the number of Funds available
through each contract.

Changes in the allocation will not be
effective until the date we receive your
notice and will only affect Purchase Payments
we receive after that date.

The allocation may be 100% to any account or
may be divided between the accounts in whole
percentage points, totaling 100%.
Reallocations of the Contract Value are
governed by Section 6.

SECTION 4 FIXED ACCOUNT
- --------------------------------------------------------------------------------
A. GENERAL

The Fixed Account consists of Fixed Accounts A
and C.

Purchase Payments allocated, and Contract
Value reallocated, to the Fixed Accounts will
be credited with interest at rates we
determine from time to time.

The rate will never be less than an effective
annual interest rate of three percent.

B. INTEREST CREDITING
1. GENERAL
We may credit interest in excess of the
guaranteed rate of three percent.

6
<PAGE> 8

SECTION 4 FIXED ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

2. INTEREST RATE IN
EFFECT
Any interest rate in effect when an amount is
allocated or reallocated to the Fixed Account
is guaranteed for 12 months after it is
received.

All amounts in the Fixed Account after the end
of the year referenced above are credited with
excess interest at the rates in effect for the
then current 12-month period.

There may be more than one interest rate in
effect at any time for Fixed Accounts A or C.

The interest rate for Fixed Account C may be
higher than Fixed Account A.

3. FACTORS DETERMINING
INTEREST RATE
In setting interest rates, we consider many
factors, including, but not limited to:
investment yield rates, taxes, and contract
persistency.

4. TIMING OF
INTEREST CREDITING
We will credit interest to the Fixed Account
Contract Value beginning on the date we
receive your Purchase Payment or reallocation
until it is withdrawn or otherwise
reallocated. Interest will be credited and
compounded daily to the Fixed Account Contract
Value using the daily equivalents of effective
annual interest rates.

5. EFFECT OF LOANS ON
INTEREST RATES
We will continue to credit interest on any
part of the Fixed Account A Contract Value
that is used as security for a loan from us.

The interest credited to the part of Fixed
Account A Contract Value represented by the
loan may be less than that credited to the
rest of the Fixed Account Contract Value.

Taking a loan may also affect the rate of
interest credited in the future to Fixed
Account A Contract Value, either up or down.

C. FIXED ACCOUNT C
Fixed Account C is provided as a vehicle for
dollar cost averaging to any of the
Sub-Accounts.

D. FIXED ACCOUNT CONTRACT
VALUE

The Fixed Account Contract Value on any
Valuation Date is:

1. The sum of your Purchase Payment(s)
allocated to Fixed Accounts A and C;

2. Plus any reallocations from the Variable
Account to Fixed Account A;

7
<PAGE> 9

SECTION 4 FIXED ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

3. Plus interest credited to Fixed Accounts A
and C;

4. Less any previous partial withdrawals and
amounts applied to purchase partial annuity
payouts;

5. Less any previous reallocations to the
Variable Account; and

6. Less premium tax deducted, if any.

SECTION 5 VARIABLE ACCOUNT
- --------------------------------------------------------------------------------
A. GENERAL
The Variable Account is registered with the
Securities and Exchange Commission as a unit
investment trust under the Investment Company
Act of 1940.

We have complete ownership and control of the
assets in the Variable Account. These assets
are held separately from our other assets and
are not part of our General Account.

The portion of the assets of the Variable
Account equal to the reserves, and other
contract liabilities of the Variable Account,
are not chargeable with liabilities from any
other business that we may conduct.

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 our other income, gains, or losses.

B. SUB-ACCOUNTS
The Variable Account is divided into
Sub-Accounts, some of which are available
under the contract. Each Sub-Account that is
available under this contract invests in
shares of a Fund. Funds initially available
are set forth on the Contract Data Page(s).

Shares of a Fund will be purchased and
redeemed for a Sub-Account at their net asset
value.

We will reinvest the net asset value of the
income, dividends, and gains, distributed from
shares of a Fund, in additional shares of that
Fund.

The Fund prospectuses define the net asset
value and describe the Funds.

The dollar amounts of values and benefits of
this contract provided by the Variable Account
depend on the investment performance of the
Funds in which your selected Sub-Accounts are
invested.

We do not guarantee the investment performance
of the Funds. You bear the full investment
risk for amounts applied to the Sub-Accounts.

8
<PAGE> 10

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

C. ACCUMULATION UNITS

Purchase Payments received under this contract
and allocated to, and any amounts reallocated
to, the Variable Account will be credited in
the form of Accumulation Units.

To find the number of Accumulation Units:

1. Divide the amount of the Purchase Payment
allocated to, or any amount reallocated to,
the Sub-Account;

2. By the value of an Accumulation Unit for
that Sub-Account on the next Valuation
Date.

To find the number of Accumulation Units
cancelled upon withdrawal, or reallocation,
from a Sub-Account:

1. Divide the amount withdrawn or reallocated;

2. By the Accumulation Unit value on the next
Valuation Date.

Each Accumulation Unit value was set at $10
when the Sub-Account first purchased
investment shares. Subsequent values on any
Valuation Date are equal to:

1. The previous Accumulation Unit value;

2. Multiplied by the net investment factor for
that Sub-Account for the Valuation Date.

D. VARIABLE ACCOUNT CONTRACT
VALUE
The Variable Account Contract Value is the
total of the values of your interest in each
Sub-Account. Each Sub-Account is equal to:

1. The number of Accumulation Units;

2. Multiplied by the Accumulation Unit value.

The Variable Account Contract Value will vary
from Valuation Date to Valuation Date.

9
<PAGE> 11

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

E. NET INVESTMENT FACTOR

The net investment factor is an index number
which reflects charges to this contract and
the investment performance during a Valuation
Period of the Fund in which a Sub-Account is
invested.

If the net investment factor is greater than
one, the Accumulation Unit value has
increased. If the net investment factor is
less than one, the Accumulation Unit value has
decreased.

The net investment factor for a Sub-Account is
determined by dividing (1) by (2) and 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 less a per
share charge for any taxes reserved
which we determine to have resulted
from the operations of the Sub-Account
and to be applicable to this 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

c. Less a per share charge for any taxes
reserved for the last prior Valuation
Period which we determine to have
resulted from the investment operations
of the Sub-Account and to be applicable
to this 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. The charges are shown on an annual
basis on the Contract Data Page(s).

F. MORTALITY RISK CHARGE
The Mortality Risk Charge pays us for assuming
the mortality risk under this contract.

This charge is included in the calculation of
the net investment factor and is shown on the
Contract Data Page(s).

10
<PAGE> 12

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

G. EXPENSE RISK CHARGE
The Expense Risk Charge pays us for
guaranteeing that we will not increase the
Administrative Charge even though our cost of
administering this contract and the Variable
Account may increase.

This Expense Risk Charge is included in the
calculation of the net investment factor. It
is shown on the Contract Data Page(s).

H. ADMINISTRATIVE CHARGE
The Administrative Charge shown on the
Contract Data Page(s) pays us for the
administrative expenses of the contract.

The Administrative Charge is included in the
calculation of the net investment factor.

I. PRODUCT ASSET CREDIT
The Product Asset Credit is credited monthly.
It is equal to an annual rate of 0.80% of your
average daily Variable Account Contract Value.

The Product Asset Credit is credited to the
Variable Account Sub-Accounts in proportion to
each account's proportionate percentage of
Variable Account Contract Value as of the
Valuation Date immediately preceding the date
of the credit.

If there is no Variable Account Contract Value
as of the date of the credit, the credit will
be made to the Fixed Account Contract Value in
proportion to each account's proportionate
percentage of Fixed Account Contract Value.

If there is no Variable Account Contract Value
during the entire month prior to the date of
the credit, no Product Asset Credit will be
credited for that month.

<PAGE> 13

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

J. RESERVED RIGHTS
We reserve the right, if permitted by
applicable law, to:

1. Create new variable accounts;

2. Combine variable accounts, including the
Variable Account;

3. Remove, add, or combine Sub-Accounts and
make the new Sub-Accounts available to
contract Owners at our discretion;

4. Substitute shares of one Fund for
another;

5. Reallocate assets of the Variable
Account, which we determine to be
associated with the class of contracts to
which this contract belongs, to another
variable account.

(If this type of reallocation is made,
the term "Variable Account" as used in
this contract will then mean the variable
account to which the assets were
reallocated);

6. De-register the Variable Account under
the Investment Company Act of 1940, if
registration is no longer required;

7. Make any changes required by the
Investment Company Act of 1940;

8. Operate the Variable Account as a
management investment company under the
Investment Company Act of 1940, or any
other form permitted by law; and

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

SECTION 6 REALLOCATIONS OF CONTRACT VALUE
- --------------------------------------------------------------------------------
A. GENERAL

You may reallocate Contract Value between or
among Sub-Accounts, from one or more
Sub-Accounts to the Fixed Account, and from
the Fixed Account to one or more Sub-Accounts,
subject to certain limitations. Subject to the
restrictions in Section 6B, we make a
reallocation:

1. On the next Valuation Date after we receive
your written instructions requesting the
reallocation; or

2. As of a Valuation Date you request which
occurs thereafter.

12
<PAGE> 14

SECTION 6 REALLOCATIONS OF CONTRACT VALUE (CONTINUED)
- --------------------------------------------------------------------------------

Reallocations are subject to the availability
of Sub-Accounts.

On a non-discriminatory basis, we reserve the
right to:

1. Impose a charge of up to $25 for each
reallocation of Contract Value;

2. Limit the number of reallocations you can
make;

3. Establish minimum and maximum amounts for
reallocations; and

4. Reallocate the entire Contract Value
remaining in a Sub-Account or any Fixed
Account in the event that a reallocation
request would bring such remaining Contract
Value below a specified amount.

Allocation of Purchase Payments is governed by
Section 3.

B. REALLOCATIONS FROM FIXED
ACCOUNT
Before the Start Date, the part of Fixed
Account A Contract Value that is not serving
as security for a loan may be reallocated at
any time to the Variable Account.

C. FIXED ACCOUNT C REALLOCATIONS

1. REQUIREMENTS
Reallocations from Fixed Account C to the
Variable Account must begin within 30 days
from receipt of the Purchase Payment.

They will be in substantially equal payments
over a period of 12 months.

You may change the Variable Sub-Account(s)
receiving Fixed Account C reallocations by
giving us written notice prior to the
Reallocation Date.

Only one reallocation of Fixed Account C will
take place at any one time.

If additional Purchase Payment(s) are received
for allocation to Fixed Account C:

1. The balance of Fixed Account C will be
adjusted to reflect the subsequent
payment(s); and

2. Reallocations will be recalculated based on
the number of months remaining in the
original 12-month period.

Reallocations from Fixed Account A, or the
Variable Account, to Fixed Account C are
prohibited. No loans or full or partial
withdrawals are available from Fixed Account
C.

2. REALLOCATION DATE
Reallocations from Fixed Account C will be
transferred any time before the 29th day of
each month. You may tell us in writing the
date you want the reallocation to occur.

13
<PAGE> 15

SECTION 6 REALLOCATIONS OF CONTRACT VALUE (CONTINUED)
- --------------------------------------------------------------------------------
3. DISCONTINUING
REALLOCATIONS FROM
FIXED ACCOUNT C
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, unless
you tell us differently.

D. ALL OTHER REALLOCATIONS
Before the Start Date, you may make a written
request to reallocate all or part of a
Sub-Account's Accumulation Units to other
Sub-Accounts or to Fixed Account A.

To accomplish this reallocation, the
appropriate Accumulation Units will be
redeemed and their value will be reinvested in
other Sub-Accounts, or reallocated to Fixed
Account A as directed in your request.

Subject to the restrictions in the following
paragraph, after a Variable Annuity Payout has
begun, you may make a written request to
reallocate your Annuity Units. This is done
the same way and subject to the same
conditions as reallocating Accumulation Units.
However, we reserve the right to restrict
these reallocations.

No reallocations to or from Fixed Accounts A
or C may be made after the Start Date. In the
event that part of the Contract Value is
applied to purchase annuity payouts, the
remaining Contract Value may be reallocated as
described above for periods prior to the Start
Date.

SECTION 7 WITHDRAWALS
- --------------------------------------------------------------------------------
A. GENERAL
If permitted by law, you may request a full or
partial withdrawal by sending us a written
request. We reserve the right to deduct
applicable premium taxes and other state or
federal taxes from the Contract Value on the
date the withdrawal is taken.

The amount withdrawn from the Sub-Accounts
will be determined on the next Valuation Date
following our receipt of your written request.

This amount, less any charges, will normally
be sent to you within seven days of our
receipt of your written request.

By law, we have the right to defer payment of
withdrawals from the Fixed Account for up to
six months from the date we receive your
request.

14
<PAGE> 16

SECTION 7 WITHDRAWALS (CONTINUED)
- --------------------------------------------------------------------------------
B. REQUIREMENTS FOR
WITHDRAWALS
The IRS permits withdrawals of Purchase
Payments made by salary reduction and earnings
credited on those Purchase Payments only if
you have:

1. Reached age 59 1/2;

2. Separated from service (termination);

3. Died;

4. Become disabled within the meaning of Code
Section 72(m)(7); or

5. Qualified for a hardship distribution under
IRS regulations. If a hardship is shown,
only the Purchase Payments may be withdrawn
and no minimum value need be maintained.

You must take a loan before you take a
hardship distribution if required by law and
if a loan is available.

Under certain circumstances, withdrawals may
be subject to IRS tax penalties.

This Section applies only to Purchase Payments
made by salary reduction after December 31,
1988, to amounts transferred from Code Section
403(b)(7) custodial accounts, and to earnings
credited on either.

This Section does not apply to transfers to
another qualified plan as provided in Section
7F. However, we require verification from a
qualified plan that the funds will be
transferred to that plan.

This Section does not apply to any transfer
payments which are attributable to
contributions made, and/or earnings credited,
to another Code Section 403(b) tax sheltered
annuity before January 1, 1989.

This Section does not restrict your ability
to obtain a loan in accordance with Section 12
of this contract.

C. FULL WITHDRAWAL
For a full withdrawal of the Contract Value,
we calculate the withdrawal value this way:

Withdrawal value = Contract Value

Less Outstanding Loan Balance.

We will pay the withdrawal value to you in a
lump sum, less any applicable taxes.

Withdrawal of the entire Contract Value will
result in termination of the contract in
accordance with Section 14A, and we have no
further obligation.

15
<PAGE> 17

SECTION 7 WITHDRAWALS (CONTINUED)
- --------------------------------------------------------------------------------
D. PARTIAL WITHDRAWAL

You may withdraw a portion of the unloaned
Contract Value. For a partial withdrawal, we
calculate the withdrawal value this way:

Withdrawal value = Contract Value withdrawn.

Unless we agree, on a non-discriminatory
basis, each partial withdrawal must be at
least $1,000, excluding those under Section
7F.

Following a partial withdrawal, the remaining
Contract Value must be at least the greater of
A or B, where:

1. A is $25,000; and

2. B is the Outstanding Loan Balance divided
by 85%.

The Outstanding Loan Balance and any
applicable taxes will not be included in the
amount payable to you.

Unless we agree otherwise, the withdrawal will
be made on a pro rata basis from all unloaned
portions of the Sub-Accounts and Fixed Account
A.

E. SYSTEMATIC WITHDRAWALS
You may make a written request to
automatically withdraw amounts from your
contract. You may elect to receive these
withdrawals monthly, quarterly, semi-annually,
or annually, subject to any applicable federal
or state laws, rules or regulations.

The amount of each systematic withdrawal may
not be less than $300.

Systematic withdrawals will end:

1. When the election amount eligible for
withdrawal falls below $300;

2. When the contract ends due to election of
an annuity payout, full withdrawal of the
contract, or death of any Owner; or

3. When you give us written notice to end this
option.

F. DIRECT ROLLOVER OR TRANSFER

The Distributee may tell us in writing to have
a portion of Distributee's contract interest
eligible for distribution paid by us as a
direct rollover to:

1. An individual retirement account described
in Code Section 408(a);

2. An individual retirement annuity described
in Code Section 408(b); or

3. Another annuity or custodial account
described in Code Section 403(b) that
accepts direct rollovers, except in the
case of a surviving spouse as Beneficiary.

16
<PAGE> 18

SECTION 7 WITHDRAWALS (CONTINUED)
- --------------------------------------------------------------------------------

This notice must be in writing and it must be
in a form prescribed by us.

An eligible rollover distribution is any
distribution of all or any portion of the
balance to the credit of the Distributee,
other than:

1. Any distribution that is one of a series of
substantially equal periodic payouts (not
less frequently than annually) made for:

a. The life, or life expectancy, of the
Distributee,

b. The joint lives,

c. The life expectancies of the Distributee
and his or her Beneficiary, or

d. A specified period of 10 years or more;

2. Any distribution to the extent it is a
required minimum distribution under Code
Section 403(b)(10); or

3. The portion of any distribution that is not
includible in gross income.

In order to be eligible for a direct rollover,
Funds must be eligible for a distribution as
described in Section 7B. This provision will
be interpreted in accordance with Code Section
403(b)(10), the regulations thereunder, and
successor provisions thereto.

If eligible, the Distributee or your
Beneficiary may request a transfer of
withdrawal value to another annuity or
custodial account described in Code Section
403(b).

G. QUALIFIED DOMESTIC
RELATIONS ORDER (QDRO)
As permitted by the Code, we may permit
withdrawals to an alternate Payee pursuant to
a QDRO described in Code Section 414(p), as
determined by the administrator for each plan.

H. FEDERAL TAXES
Some or all of the withdrawal may be income on
which you must pay tax.

We must report such income according to the
tax laws.

We may also be required to withhold taxes from
amounts otherwise payable. In addition, there
may be tax penalties if you make a withdrawal
before age 59 1/2.

17
<PAGE> 19

SECTION 8 ANNUITY BENEFITS
- --------------------------------------------------------------------------------
A. APPLICATION OF CONTRACT VALUE

Upon receipt of your written request for an
annuity payout, we apply all or a portion of
the Contract Value to provide a Fixed Annuity
Payout, or a Variable Annuity Payout, or both.
The portion of the Contract Value we apply
will be considered a partial withdrawal for
purposes of calculating the death benefit.

If the amount to be annuitized on the date the
annuity payout is scheduled to begin is less
than $5,000, we may pay the withdrawal value
in a lump sum.

We reserve the right to deduct applicable
premium taxes and other state or federal taxes
from the Contract Value on any Annuity Payout
Date as required by law.

B. ANNUITY PAYOUT OPTIONS
You may select an annuity payout by sending us
a written request.

Your request must be received by us at least
30 days before the annuity payout is scheduled
to begin.

If you have not selected a required minimum
distribution payment method, we will provide
an annuity payout option to you at age 85,
unless you notify us otherwise in writing.

The following options are available for
annuity payouts:

OPTION ONE
INSTALLMENTS FOR LIFE
WITH OR WITHOUT A
FIXED PERIOD CERTAIN

We will pay the proceeds in equal installments
for as long as the Payee lives.

If a fixed period certain is chosen, we
guarantee to make payments for at least 120
months.

If the Payee dies before the end of the fixed
period certain, we will pay the remaining
guaranteed payments in accordance with Section
10.

For each $1,000 of Contract Value applied, the
Annuity Payout Option One Table shows:

1. The guaranteed minimum rate for each
installment under a Fixed Annuity Payout;
or

2. The rate used to determine the first
installment under a Variable Annuity Payout
using an assumed yield of three percent.

The rate depends upon:

1. Whether the 120-month fixed period certain
is chosen; and

2. The Payee's age on his/her birthday nearest
the date the first installment is due.

18
<PAGE> 20

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------
OPTION TWO
JOINT AND SURVIVOR
ANNUITY PAYOUT

We will pay the proceeds in equal installments
for as long as either the Payee or the joint
Payee is alive.

For each $1,000 of Contract Value applied, the
Annuity Payout Option Two Table shows:

1. The guaranteed minimum rate for each
installment at various ages under a Fixed
Annuity Payout; or

2. The rate used to determine the first
installment under a Variable Annuity Payout
using an assumed yield of three percent.

OPTION THREE
OTHER FIXED AND VARIABLE
ANNUITY PAYOUTS
We will pay the proceeds under any other Fixed
and Variable Annuity Payouts that we may
offer. Contact us for details.

C. CHANGE OF ANNUITY
PAYOUT DATE
Unless we agree otherwise, the first Annuity
Payout Date must be at least 60 days after the
Issue Date. The first Annuity Payout Date is
the first business day of the first calendar
month in which an annuity payout will be made
to you.

You may change the Start Date by giving us at
least 30 days advance written notice.

D. FREQUENCY AND
AMOUNT OF PAYMENTS
Annuity payments will be made monthly unless
we agree to a different payment schedule.

We reserve the right to change the frequency
of either Fixed or Variable Annuity Payouts so
that each payment will be at least $100.

E. FIXED ANNUITY PAYOUTS
The dollar amount of all payments is fixed
during the entire period of annuity payouts,
according to the provisions of the annuity
payout option selected.

Guaranteed minimum Annuity Payout Option One
and Two rates for Fixed Annuity Payouts are
based upon three percent yearly interest and
unisex rates derived from 1983 Mortality Table
a.

19
<PAGE> 21

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------

Other Fixed Annuity Payout rates may be
available, but rates will never be less than
those shown in the Annuity Payout Option One
and Two Tables. Contact us for details.

In setting Fixed Annuity Payout rates, we
consider many factors, including, but not
limited to: investment yield rates; taxes; and
contract persistency.

F. PAYMENT OF PRESENT VALUE
Following the death of the Payee and any joint
Payee under a Fixed Annuity Payout, we may
offer the Beneficiary payment of the present
value of the unpaid remaining payments if
he/she chooses not to continue annuity
payouts. If the present value is payable, we
calculate it this way:

1. We determine the number of unpaid remaining
payments when we receive proof of death;
and

2. We discount the remaining payments at the
rate specified in the terms of the Fixed
Annuity Payout supplemental contract.

G. VARIABLE ANNUITY PAYOUTS
If you elect a Variable Annuity Payout, all or
a portion of the Variable Account Contract
Value is used to provide payments which:

1. After the first payment, are not
predetermined or guaranteed as to dollar
amount; and

2. Vary in amount with the investment
experience of the Sub-Accounts.

Based upon the option chosen, the first payout
is determined by the amount of the Contract
Value used to provide the Variable Annuity
Payout. The Contract Value is converted into a
fixed number of Annuity Units, and subsequent
payouts are determined by the value of the
Annuity Units.

Reallocations among Sub-Accounts before the
Start Date are governed by Section 6.

H. DETERMINATION OF THE FIRST
VARIABLE ANNUITY PAYMENT
If you elect a Variable Annuity Payout, the
Contract Value from a Sub-Account, less
applicable taxes, will be applied to the
applicable Annuity Payout Option Table. This
will be done:

1. On the Valuation Date immediately preceding
the seventh calendar day before payments
begin; and

2. In accordance with the annuity payout
option chosen.

20
<PAGE> 22

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------

The amount payable for the first payment for
each $1,000 so applied under annuity payout
options one and two based upon an assumed
yield of three percent, are shown in the
tables on pages 22 and 23.

I. VARIABLE ANNUITY PAYOUTS
AFTER THE FIRST ANNUITY PAYMENT

Variable Annuity Payouts after the first
payout are not fixed and vary in amount. The
amount changes with the investment performance
of the Sub-Accounts, and may change from month
to month. The dollar amount of such payouts is
determined as follows:

1. The dollar amount of the first Variable
Annuity Payout is divided by the Annuity
Unit value as of the Valuation Date
immediately preceding the seventh calendar
day before the payouts begin. This result
establishes the number of Annuity Units for
each monthly annuity payout after the first
payment. This number of Annuity Units
remains fixed during the annuity payout
period.

2. The fixed number of Annuity Units is
multiplied by the Annuity Unit value as of
the Valuation Date immediately preceding
the seventh calendar day before the date
the payout is due. The result establishes
the dollar amount of the payment.

We guarantee the dollar amount of each payment
after the first will not be affected by
variations in expenses or mortality
experience.

J. ANNUITY UNIT VALUES

For each Sub-Account, the Annuity Unit value
was set at $10 when Accumulation Units were
first converted into Annuity Units. Subsequent
Annuity Unit values for any Valuation Period
are equal to:

1. The net investment factor for the Valuation
Period for which the Annuity Unit value is
being calculated;

2. Multiplied by the Annuity Unit value for
the preceding Valuation Period; and

3. Divided by the daily factor at the assumed
yield not to exceed five percent (designed
to offset the assumed yield used to
determine the first payment) adjusted for
the number of days in the Valuation Period.

Note: The net investment factor, the Annuity
Unit value, and the daily factor vary
from day to day. Therefore, if you have
any questions, you should contact us at
877-884-5050.

21
<PAGE> 23

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------
K. EXCHANGE OF ANNUITY UNITS
After annuity payout begins, Annuity Units of
any Sub-Account may be exchanged for units of
any of the other Sub-Accounts. This may be
done no more than once a year. Once the
annuity payout starts, no exchanges may be
made to or from any fixed annuity.

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

ANNUITY PAYOUT TABLE
OPTION ONE
Installments for Life with or without a Fixed
Period Certain
Monthly Income
for Each $1,000 of Contract Value
Fixed Period in Months
- ------------------------------------------------------
AGE NONE 120
- ------------------- ----------------- ----------------
<S> <C> <C>
50 3.96 3.94
- ------------------- ----------------- ----------------
51 4.03 4.00
- ------------------- ----------------- ----------------
52 4.09 4.07
- ------------------- ----------------- ----------------
53 4.17 4.14
- ------------------- ----------------- ----------------
54 4.24 4.21
- ------------------- ----------------- ----------------
55 4.32 4.28
- ------------------- ----------------- ----------------
56 4.41 4.36
- ------------------- ----------------- ----------------
57 4.50 4.45
- ------------------- ----------------- ----------------
58 4.59 4.54
- ------------------- ----------------- ----------------
59 4.70 4.63
- ------------------- ----------------- ----------------
60 4.80 4.73
- ------------------- ----------------- ----------------
61 4.92 4.84
- ------------------- ----------------- ----------------
62 5.04 4.95
- ------------------- ----------------- ----------------
63 5.18 5.06
- ------------------- ----------------- ----------------
64 5.32 5.19
- ------------------- ----------------- ----------------
65 5.47 5.32
- ------------------- ----------------- ----------------
66 5.63 5.45
- ------------------- ----------------- ----------------
67 5.80 5.59
- ------------------- ----------------- ----------------
68 5.98 5.74
- ------------------- ----------------- ----------------
69 6.18 5.90
- ------------------- ----------------- ----------------
70 6.39 6.07
- ------------------- ----------------- ----------------
</TABLE>

Instead of monthly installments, yearly, semi-annual
or quarterly installments may be selected.
Amounts for ages not shown in this table may be
obtained on request.
- ------------------------------------------------------

22
<PAGE> 24

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------

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

ANNUITY PAYOUT TABLE
OPTION TWO
Joint and Survivor Annuity
Monthly Income for Each $1,000 of Contract Value
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
JOINT PAYEE'S AGE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
PAYEE'S AGE 45 50 55 60 65 70
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
50 3.43 3.55 3.65 3.74 3.81 3.87
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
55 3.50 3.65 3.81 3.94 4.06 4.15
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
60 3.56 3.74 3.94 4.15 4.33 4.49
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
65 3.60 3.81 4.06 4.33 4.61 4.86
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
70 3.63 3.87 4.15 4.49 4.86 5.25
- ----------------------------------------------------------------------------------------------------------------------
Amounts for ages not shown in this table may be obtained upon request.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

SECTION 9 GENERAL PROVISIONS
- --------------------------------------------------------------------------------
A. BENEFICIARY CHANGE
You have the right to name an
Irrevocable Beneficiary on the
application.

You may add a Beneficiary or change
the Beneficiary by written request
during your lifetime if:

1. The contract is in force; and
2. We have the written consent of
each Irrevocable Beneficiary.

If there is more than one
Beneficiary, we pay them in equal
shares unless you have requested
otherwise in writing. Any addition
or change of Beneficiary should be
sent to our Home Office. The
addition or change will take effect
on the date you signed the request.
But, it will not affect any payment
or action we make before we receive
and record that request.

B. BENEFICIARIES SUCCESSION OF INTEREST

If no Beneficiary is named, or if no
Beneficiary survives you, we will
pay your estate.

If a Beneficiary survives you, but
dies before receiving his/her full
share, we will pay his/her share in
the following order, unless you
requested otherwise in writing:

23
<PAGE> 25

SECTION 9 GENERAL PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------
1. To any surviving Beneficiary,
in the same class of
Beneficiary;
2. To any Contingent Beneficiary;
3. To the Beneficiary's surviving
spouse;
4. Equally to the Beneficiary's
surviving children; or
5. To the Beneficiary's estate.
C. EFFECT OF LAW AND
PLAN DOCUMENTS
This contract will be subject to and
interpreted in conformity with the
provisions, terms, and conditions of
the tax-sheltered annuity plan
document of which this contract is a
part, if any, and with:
1. The terms and conditions of
Code Section 403(b), the
regulations thereunder; and
2. Other applicable law
(including, without
limitation, the Employee
Retirement Income Security
Act of 1974, as amended, if
applicable);
as determined by the plan
administrator or other designated
plan fiduciary or, if none, you.
D. EVIDENCE OF SURVIVAL
We may require proof that a person
is alive on the Required
Distribution Date, the Start Date,
or at any time thereafter.
E. INCONTESTABILITY
This contract has a two-year
contestable period running from its
Issue Date. After this contract has
been in force for two years from its
Issue Date, we cannot claim that the
contract is void unless the contract
has been terminated in accordance
with Section 14.
F. INTEREST ON DEATH BENEFIT
Any death benefit paid under this
contract from the Fixed Account will
include interest from the death
benefit Valuation Date until the
death benefit is paid at a rate not
less than that required by law. Any
death benefit paid under this
contract from the Variable Account
will not include interest.
G. MISSTATEMENT OF AGE
If your age is misstated, the
Required Distribution Date and/or
the Start Date will be adjusted to
reflect the true age. If age has
been misstated and payouts have
begun under a Fixed or Variable
Annuity Payout, we will change the
amounts payable to what the Payee is
entitled to at the true age.

24
<PAGE> 26

SECTION 9 GENERAL PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------
If the misstatement caused us to
make an overpayment, we will deduct
that amount from future payments. If
the misstatement caused us to make
an underpayment, we will pay that
amount immediately. We have the
right to require proof of a Payee's
age before we make payment under any
Fixed or Variable Annuity Payout.
H. NONPARTICIPATING
The contract does not share in our
profits or surplus. No dividends are
paid under this contract.
I. NONTRANSFERABLE
This contract may not be
transferred, sold, assigned,
discounted or pledged either as
collateral for a loan or security
for the performance of an obligation
or for any other purpose, to any
person or entity other than us.
J. PAYMENTS AND SETTLEMENTS
All payments and settlements we make
are payable from our Home Office. We
may require that this contract be
returned before payments and
settlements are made.
K. PROOF OF DEATH
We accept any of the following as
proof of death:
1. A certified copy of a death
certificate;
2. A certified copy of a decree
of a court of competent
jurisdiction as to the finding
of death; or
3. Any other proof satisfactory
to us.
L. PROTECTION OF PROCEEDS
Payments we make under this
contract:
1. May not be assigned before
they are due; and
2. Except as permitted by law,
are not subject to claims of
creditors or legal process.
M. TAX WITHHOLDING
We will withhold taxes from any
payment made when required by law or
regulation.
N. YEARLY STATEMENT
At least once each Contract Year, we
will send you a report showing the
Contract Value and, if applicable,
any Outstanding Loan Balance.

25
<PAGE> 27
SECTION 10 PAYMENTS AT DEATH
- --------------------------------------------------------------------------------
A. GENERAL
At the Beneficiary's election,
distribution of all or part of the
death benefit may be deferred to the
extent allowed by state or federal
law or IRS regulation.
B. ADJUSTED PURCHASE
PAYMENT TOTAL
The initial Adjusted Purchase
Payment Total is equal to the amount
of the first Purchase Payment we
receive. The Adjusted Purchase
Payment Total is increased by the
amount of each subsequent Purchase
Payment. For each partial
withdrawal, the Adjusted Purchase
Payment Total is reduced by
multiplying it by the fraction A
divided by B, (A/B), where:

1. A is the Contract Value
immediately after a partial
withdrawal; and
2. B is the Contract Value
immediately before a partial
withdrawal.
C. DEATH BENEFIT
BEFORE THE START DATE
The amount of the death benefit is
the greater of A or B less any
Outstanding Loan Balance where:
1. A is the Contract Value on the
Death Benefit Valuation Date;
and
2. B is the Adjusted Purchase
Payment Total.
D. DEATH BENEFIT VALUATION DATE
The Death Benefit Valuation Date is
the Valuation Date following the
date we receive the later of:
1. Proof of your death; or
2. The Beneficiary's written
request in a form which we
approve
for:
a. A single sum payment; or
b. An annuity payout
permitted by Code Section
401(a)(9).
E. PAYMENT OF DEATH BENEFIT
If the Beneficiary elects a single
sum payment of the death benefit, we
will make payment within seven days
after the Death Benefit Valuation
Date. If an annuity payout is
requested, it may be any annuity
payout: 1. That could have been
selected under Section 8; and 2.
Which is permitted by Code Sections
401(a)(9), 408(b)(10), and the
regulations thereunder.

26
<PAGE> 28

SECTION 10 PAYMENTS AT DEATH
- --------------------------------------------------------------------------------
F. DEATH BENEFIT ON OR
AFTER THE START DATE
On or after the Start Date, the
amount of the death benefit, if any,
is governed by the annuity payout in
effect on the date of your death.
SECTION 11 RESTRICTIONS ON DISTRIBUTIONS
- --------------------------------------------------------------------------------
A. GENERAL
This Section restricts how
distributions may be made under the
contract both before and after your
death. It refers to Code Sections
401(a)(9) and 403(b)(10) and
modifies any other provision in the
contract to the contrary.
B. REQUIRED DISTRIBUTIONS
WHILE LIVING
You must elect payments under
Section 7, Section 8, or a
combination of both, that commence
on or before the Required
Distribution Date. These payments
are payable in substantially equal
amounts, no less frequently than
annually. Your entire interest in
the contract must be distributed in
the following manner:
1. In one lump sum;
2. Over your life;
3. Over your life and the life of
your Beneficiary;
4. Over a period certain not
exceeding your life
expectancy; or
5. Over the joint and last
survivor life expectancy of
you and your Beneficiary.
If your entire interest is to be
distributed in other than one lump
sum, then the amount to be
distributed each year (commencing
with the Required Distribution Date
and each year thereafter) will be
determined in accordance with Code
Section 403(b)(10) and the
regulations thereunder.

27
<PAGE> 29

SECTION 11 RESTRICTIONS ON DISTRIBUTIONS (CONTINUED)
- --------------------------------------------------------------------------------
C. REQUIRED DISTRIBUTION
UPON DEATH
If you die after distribution of
your entire interest has commenced,
the remaining portion of such
interest will continue to be
distributed at least as rapidly as
under the method of distribution
being used immediately preceding
your death. If you die before
distribution has commenced (or
distribution has commenced for only
a portion of your interest) the
death benefit must be distributed no
later than December 31 of the
calendar year in which the fifth
anniversary of your death occurs.
However, proceeds which are payable
to a Beneficiary who is a natural
person may be distributed in
substantially equal installments
over his or her lifetime, or a
period certain not exceeding the
life expectancy of the Beneficiary.
This distribution must commence not
later than December 31 of the
calendar year following the calendar
year in which your death occurred.
If the sole Beneficiary is your
surviving spouse, he or she may
elect, no later than December 31 of
the calendar year in which the fifth
anniversary of your death occurs, to
receive equal, or substantially
equal, payments over his or her life
or life expectancy. These payments
commence at any date prior to the
date on which you would have reached
age 70 1/2. Payments will be
calculated in accordance with Code
Sections 401(a)(9), 403(b)(10) and
the regulations thereunder. For the
purposes of this requirement, any
amount paid to your child will be
treated as if it had been paid to
your surviving spouse if the
remainder of the interest becomes
payable to the surviving spouse when
the child reaches the age of
majority.
D. MINIMUM INCIDENTAL
DEATH BENEFIT REQUIREMENT
If your spouse is not the
Beneficiary, the method of
distribution selected must assure
that at least 50% of the present
value of the amount available for
distribution is paid within your
life expectancy. This method of
distribution must comply with the
requirements of Code Sections
401(a)(9), 403(b)(10) and the
regulations thereunder.
E. LIFE EXPECTANCY
For purposes of this Section, life
expectancy and joint and last
survivor life expectancy will be
determined by use of the expected
return multiples in Tables V and VI
of Treasury Regulation 1.72-9 in
accordance with Code Section
403(b)(10) and the regulations
thereunder.

28
<PAGE> 30

SECTION 11 RESTRICTIONS ON DISTRIBUTIONS (CONTINUED)
- --------------------------------------------------------------------------------
In the case of distributions under
Section 11B, your life expectancy
or, if applicable, the joint and
last survivor life expectancy of you
and your Beneficiary, will be
initially determined on the basis of
attained ages in the year you reach
age 70 1/2.

In the case of distributions under
Section 11C, life expectancy will be
initially determined on the basis of
the Beneficiary's attained age in
the year distributions are required
to commence.

Unless you (or your spouse) elect
otherwise, prior to the date
distributions are required to
commence, your life expectancy and,
if applicable, your spouse's life
expectancy will be recalculated
annually. This calculation is based
on attained ages in the year for
which the required distribution is
being determined.

The life expectancy of a non-spouse
Beneficiary will not be
recalculated.

In the case of a distribution other
than in the form of life income or
joint life income, the annual
distribution required to be made by
the Required Distribution Date is
for the calendar year in which you
reach age 70 1/2.

Annual payments for subsequent
years, including the year in which
the Required Distribution Date
occurs, must be made by December 31
of each year.

The amount distributed for each year
will equal or exceed the annuity
value as of the close of business on
December 31 of the preceding year,
divided by the applicable life
expectancy or joint and last
survivor life expectancy.

SECTION 12 LOANS
- --------------------------------------------------------------------------------
A. GENERAL
Before the Start Date, you may ask
us in writing for a cash loan using
the contract as security. You will
be required to complete a loan
application. We will loan you up to
the withdrawal value, less an amount
representing annual loan interest,
provided such amount does not exceed
the maximum loan amount set by law.
Loans must be for a minimum of
$1,000. On a non-discriminatory
basis, we reserve the right to:

1. Charge a loan service fee
not to exceed $25 for each
loan; and
2. Restrict loans in the first
Contract Year and after you
reach age 70 1/2.

We have the right to delay payment
for up to six months.

<PAGE> 31
SECTION 12 LOANS (CONTINUED)
- --------------------------------------------------------------------------------
B. SECURITY OF LOAN
An amount of Contract Value equal to
the amount of a loan will be
segregated within Fixed Account A as
security for the loan. Amounts held
as security for the loan will be
reallocated to Fixed Account A
Contract Value from the unloaned
portion of the Contract Value of
Fixed Account A and the Variable
Account Contract Value on a pro rata
basis.

Amounts equal to the portion of the
loan reallocated from the
Sub-Accounts of the Variable Account
Contract Value to Fixed Account A
are valued on the next Valuation
Date following our receipt of your
written request for a loan. This
will reduce the Variable Account
Contract Value.

Amounts segregated to secure the
loan are not treated as
reallocations for the purpose of the
reallocation charge or the limit on
the number of reallocations in a
Contract Year.
C. REPAYMENT OF LOAN

Loans will be repaid in
substantially equal monthly
installments over a period not to
exceed five years. You may take up
to 20 years to repay the loan if the
loan is used to purchase your
principal residence.

All repayment amounts will reduce
the Outstanding Loan Balance by the
amount of each payment. Repayments
will be allocated in the same manner
as Purchase Payments in Section 3C.

If any installment is 90 days in
arrears, the loan will be due and
payable at once, without notice to
you. We will repay the loan using a
partial withdrawal.

We will deduct the Outstanding Loan
Balance from the Contract Value,
unless such a distribution is
prohibited by law. In the event such
a distribution is prohibited by law,
we will treat the Outstanding Loan
Balance as permitted by the Code.

Even if not in default, any
Outstanding Loan Balance will not be
included in the amount available
under the contract for payment upon
death, withdrawal, or purchase of an
annuity payout.

If at any time, the Outstanding Loan
Balance equals or exceeds the
withdrawal value, less applicable
taxes, the contract may terminate
without value. We will use the
Contract Value to repay the
Outstanding Loan Balance and taxes.
We have a prior lien against the
contract for any money owed to us
under it. Our lien is superior to
the claim of any assignee or other
person.

30
<PAGE> 32

SECTION 12 LOANS (CONTINUED)
- --------------------------------------------------------------------------------
D. INTEREST
We may charge up to eight percent
interest in arrears on loans. But,
we have the right to charge a lower
rate of interest. The interest rate
will never be less than five and
one-half percent in arrears.
Interest on the loan is included in
each monthly repayment. If the
contract terminates, a pro rata
amount of interest will be due based
upon the monthly interest accrued to
date.

The portion of the Contract Value
which is security for the loan may
earn less interest than is credited
to the unloaned portion, but it will
never earn less than the guaranteed
rate of three percent.

A loan may affect the interest
credited to the Fixed Account in the
future, either up or down.

E. TAX CONSEQUENCES

If the loan requirements are not
satisfied, or if your interest in
the contract terminates while a loan
is outstanding, the Outstanding
Loan Balance:
1. Will be treated as a taxable
distribution;
2. May be subject to a penalty
tax; and
3. The treatment of the contract
under Code Section 403(b) may
be adversely affected.
You should seek tax and legal advice
before requesting a loan.

SECTION 13 AMENDMENT AND DISCLAIMER
- --------------------------------------------------------------------------------
A. AMENDMENT
We reserve the right to amend this
contract in order to include any
future changes relating to this
contract's remaining qualified for
treatment as an annuity contract
under the following:
1. The Code;
2. IRS rulings and regulations;
and
3. Any requirements imposed by
the Internal Revenue Service.
B. DISCLAIMER
We will be under no obligation for
any of the following:
1. To determine whether a
Purchase Payment, loan,
distribution or transfer under
the contract complies with the
provisions, terms and
conditions of each plan or
with applicable law;

31
<PAGE> 33

SECTION 13 AMENDMENT AND DISCLAIMER (CONTINUED)
- --------------------------------------------------------------------------------
2. To administer such plan,
including, without limitation,
any provisions required by the
Retirement Equity Act of 1984;
or
3. For any tax penalties owed
by any party resulting from
failure to comply with the
Code and IRS rulings,
regulations, and requirements
applicable to this contract.
SECTION 14 TERMINATION
- --------------------------------------------------------------------------------
A. TERMINATION
This contract will end on the
earliest of the following:
1. When the entire withdrawal
value is withdrawn on or
before the Start Date;
2. When the Contract Value is
paid in a lump sum as the
death benefit before the Start
Date; or
3. If permitted by law, when the
Outstanding Loan Balance is
equal to or greater than the
Contract Value.
In addition, if:
1. You have not made any Purchase
Payments for a period of two
full years; and
2. The guaranteed monthly
benefit under the life
annuity with payments for
10 or 20 years would be
less than $20 per month
when you reach age 71, or
at the end of Contract Year
12, whichever is later;
then, we may terminate the contract
by payment of the current withdrawal
value.
This payment may be made to:
1. You, if you qualify under
Section 7B;
2. Another insurance company
issuing a Code Section 403(b)
contract; or
3. A custodial account for
regulated investment company
stock that qualifies under
Code Section 403(b).

<PAGE> 34
- --------------------------------------------------------------------------------
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED ANNUITY CONTRACT

Nonparticipating
VARIABLE AND/OR FIXED ACCUMULATION
VARIABLE AND/OR FIXED DOLLAR ANNUITY PAYOUTS

NOTICE: To make Purchase Payments, make a claim, or exercise your rights under
this contract, please write or call us at:

RELIASTAR SERVICE CENTER
P.O. Box 5050
Minot, North Dakota 58702-5050
877-884-5050

Please include your contract number in all correspondence.

NORTHERN LIFE INSURANCE COMPANY
1501 4th Avenue
Suite 1000
Seattle, WA 98101-3620

RELIASTAR SERVICE CENTER
2000 21st Avenue NW
Minot, North Dakota 58703

<PAGE> 1
EXHIBIT 4b

NORTHERN LIFE INSURANCE COMPANY
A Stock Company
Home Office: ReliaStar Service Center:
1501 4th Avenue, Suite 1000 P.O. Box 5050
Seattle, WA 98101-3620 Minot, North Dakota 58702-5050

- --------------------------------------------------------------------------------
RIGHT TO EXAMINE AND CANCEL CONTRACT

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

NOTICE

This contract is a legal contract between you and Northern Life Insurance
Company. READ YOUR CONTRACT CAREFULLY.

We will make Fixed and/or Variable Annuity Payouts subject to the terms of this
contract. You may change the Start Date, the annuity payout option, or both, as
shown in the contract.

If you die while this contract is in force, we will pay the death benefit when
we receive written notice of your death.

Your rights under this contract cannot be forfeited.

We issue this contract in consideration of the attached application and the
payment of Purchase Payments according to the terms of this contract.

The provisions on the following pages are a part of this contract.

/s/ Susan M. Bergen /s/ Michael J. Dubes
Secretary President

INDIVIDUAL DEFERRED RETIREMENT ANNUITY CONTRACT
Nonparticipating

VARIABLE AND/OR FIXED ACCUMULATION
VARIABLE AND/OR FIXED DOLLAR ANNUITY PAYOUTS

<PAGE> 2

TABLE OF CONTENTS
- ---------------------------------------------------------------------------------------------------

PAGE
<S> <C> <C>
Section 1 Definitions 3
Section 2 The Contract 5
Section 3 Purchase Payments 5
Section 4 Fixed Account 6
Section 5 Variable Account 8
Section 6 Reallocations of Contract Value 11
Section 7 Withdrawals 13
Section 8 Annuity Benefits 15
Section 9 General Provisions 20
Section 10 Payments at Death 22
Section 11 Amendment and Disclaimer 24
Section 12 Termination 25
Section 13 If your Contract is an IRA 25

- ---------------------------------------------------------------------------------------------------
Additional benefits, if any, are listed on the Contract Data Page(s).
- ---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 3

CONTRACT DATA PAGE
INDIVIDUAL DEFERRED RETIREMENT
ANNUITY CONTRACT

PURCHASE PAYMENTS:
<S> <C>
Minimum Initial Purchase Payment $25,000.00
Minimum Subsequent Purchase Payments $ 5,000.00
</TABLE>

Purchase Payments are allocated to the Fixed Account and Separate Account One
(Variable Account) as shown below unless changed as provided in this contract:

OWNER: John Doe
OWNER: Jane Doe
ISSUE DATE: December 1, 1999
CONTRACT NO.: VA00123456
ANNUITANT: Billy Doe
ANNUITANT: Nancy Doe

PAGE A
<PAGE> 4

CONTRACT DATA PAGE
INDIVIDUAL DEFERRED retirement
ANNUITY CONTRACT
<TABLE>
<CAPTION>

FIXED ACCOUNT
Fixed Account A 0%
Fixed Account C 0%
- ----------------------------------------------------------------------------------------------------------
Total Allocation 100%
</TABLE>

OTHER CHARGES:
Mortality Risk Charge: .85% of the daily net asset value
Expense Risk Charge: .40% of the daily net asset value
Administrative Charge: .15% of the daily net asset value

CREDITS
Product Asset Credit: .80% of average daily Variable Account
Contract Value (credited monthly)

OWNER: John Doe
OWNER: Jane Doe
ISSUE DATE: December 1, 1999
CONTRACT NO.: VA00123456
ANNUITANT: Billy Doe
ANNUITANT: Nancy Doe

PAGE B
<PAGE> 5
SECTION 1 DEFINITIONS
- --------------------------------------------------------------------------------

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

ANNUITANT(S) You are the Annuitant(s) unless you designate someone
else to be the Annuitant(s).

ANNUITY PAYOUT DATE The first business day of any calendar month in which a
Fixed or Variable Annuity Payout is made under the
contract.

ANNUITY UNIT A unit of measure used to determine the amount of a
Variable Annuity Payout after the first annuity payout.

BENEFICIARY The person(s) named by you to receive any payments
after your death.

CODE The Federal Internal Revenue Code of 1986 (IRC), as
amended.

CONTINGENT BENEFICIARY The person(s) you name to become the Beneficiary if the
Beneficiary dies.

CONTRACT ANNIVERSARY The same day and month as the Issue Date each year
that this contract remains in force.

CONTRACT EARNINGS On any Valuation Date, the Contract Value, 1. Plus the
aggregate Purchase Payments withdrawn up to that date,
2. Less the aggregate Purchase Payments made up to that
date.

CONTRACT VALUE The sum of the Fixed Account Contract Value (as defined
in Section 4D), 1. Plus the Variable Account Contract
Value (as defined in Section 5D) on a Valuation Date,
2. Less prior withdrawals, 3. Less applicable taxes,
and 4. Plus all interest earned.

CONTRACT YEAR Each 12-month period starting with the Issue Date and
each Contract Anniversary after that.

FIXED ACCOUNT One or more accounts under this contract that guarantee
both principal and interest. The Fixed Accounts are
held in our General Account. We have complete ownership
and control of the assets in the General Account.

FIXED ANNUITY PAYOUT A series of periodic payments to the Payee which do not
vary in amount. The principal and interest amounts are
guaranteed. These payments are made from the General
Account.

3
<PAGE> 6

SECTION 1 DEFINITIONS (CONTINUED)
- --------------------------------------------------------------------------------

FUND Any open-end management investment company (or
portfolio thereof) or any unit investment trust (or
series thereof) listed on the Contract Data Page(s) on
the Issue Date or thereafter made available.

GENERAL ACCOUNT Our assets other than those allocated to the Variable
Account or any other separate account.

HOME OFFICE Northern Life Insurance Company at our home office in
Seattle, Washington, or our administrative office in
Minot, North Dakota.

IRREVOCABLE BENEFICIARY The Irrevocable Beneficiary cannot be removed as
Beneficiary without his or her consent. The Irrevocable
Beneficiary must also consent to any full or partial
withdrawal, or ownership change, that the Owner wishes
to make.

OWNER(S) (YOU, YOUR) The person(s) named on the Application and the Contract
Data Page(s) to hold this contract and to exercise all
rights and privileges under it. The first Owner listed
on the Contract Data Page will be the person designated
to receive all correspondence, notices and forms we are
required to send out under the Code. Any Owners own the
contract equally. Any request that affects the contract
must be signed by both the Owners.

PAYEE The person to receive payments under a Fixed or
Variable Annuity Payout.

PURCHASE PAYMENTS These include periodic, single lump sum, rollover, and
transfer payments paid to us on your behalf, less
applicable premium taxes, if any, as required by law.

START DATE The date on which the entire Contract Value is used to
purchase a Fixed and/or Variable Annuity Payout. Unless
you tell us otherwise in writing, the Start Date will
be the first day of the month in which the Annuitant
reaches age 85. If the Start Date is earlier than the
date on which you reach age 59 1/2, you may be subject
to tax penalties unless you meet a permitted exception.

SUB-ACCOUNT A subdivision of the Variable Account. Each
Sub-Account's assets are invested exclusively in one of
the Funds. The Sub-Accounts available on the Issue Date
and the percentage of Purchase Payments you have
allocated to each Sub-Account on the Issue Date are
shown on the Contract Data Page(s). Other Sub-Accounts
may be available after the Issue Date.

<PAGE> 7

SECTION 1 DEFINITIONS (CONTINUED)
- --------------------------------------------------------------------------------

VALUATION DATE Each day on which the New York Stock Exchange (NYSE) is
open for business, except for a day that a
Sub-Account's corresponding Fund does not value its
shares. The NYSE is currently closed weekends and
specified holidays.

VALUATION PERIOD The time between a Valuation Date and the next
Valuation Date.

VARIABLE ACCOUNT A separate investment account of ours, identified on
the Contact Data Page(s), which has been established
under the State of Washington insurance laws. It is
divided into Sub-Accounts.

VARIABLE ANNUITY PAYOUT A series of periodic payments to the Payee varying in
amount based on the investment performance of the
Variable Account Sub-Accounts under this contract.

WE, US, OUR Northern Life Insurance Company at its home office in
Seattle, Washington and its administrative office in
Minot, North Dakota.

WRITTEN, IN WRITING A written request or notice signed, dated, and received
at an address designated by us in a form we accept. You
may ask us for the forms.

SECTION 2 THE CONTRACT
- --------------------------------------------------------------------------------

A. THE CONTRACT
The entire contract is the contract; the Contract Data
Page(s); the application; and attached endorsements.

Unless fraudulent, all statements made by or on behalf
of anyone covered by this contract are representations
and not warranties.

Only statements found in the attached application(s)
may be used to cancel this contract or as our defense
if we refuse to pay a claim.

B. MODIFICATION OF
CONTRACT
Only our President or Secretary may change this
contract on our behalf. No agent or any other person
may change this contract. Any change must be in
writing.

SECTION 3 PURCHASE PAYMENTS
- --------------------------------------------------------------------------------

A. GENERAL
Purchase Payments must be in cash or a cash equivalent
and are payable at our Home Office.

Subject to Section 13C, you may make Purchase Payments
at any time before the Start Date while the contract is
in force.

The initial Purchase Payment must equal or exceed the
minimum as shown on the Contract Data Page(s).

<PAGE> 8

SECTION 3 PURCHASE PAYMENTS (CONTINUED)
- --------------------------------------------------------------------------------

On a non-discriminatory basis, we may choose not to
accept an additional Purchase Payment if:

1. It is less than $5,000; or

2. The additional Purchase Payment plus the Contract
Value at the next Valuation Date exceeds $1,000,000.

B. ALLOCATION OF
PURCHASE PAYMENTS
You specified the initial allocation of Purchase
Payments on your application for this contract. This
allocation is shown on the Contract Data Page(s).

The allocation of future Purchase Payments will remain
the same unless you change it.

You may change the percentage allocation between or
among available Sub-Accounts and the Fixed Accounts at
any time by giving us written notice.

The change is subject to any limitations on the number
of Funds available through each contract.

Changes in the allocation will not be effective until
the date we receive your notice and will only affect
Purchase Payments we receive after that date.

The allocation may be 100% to any account or may be
divided between the accounts in whole percentage
points, totaling 100%. Reallocations of the Contract
Value are governed by Section 6.

SECTION 4 FIXED ACCOUNT
- --------------------------------------------------------------------------------

A. GENERAL
The Fixed Account consists of Fixed Accounts A and C.

Purchase Payments allocated, and Contract Value
reallocated, to the Fixed Accounts will be credited
with interest at rates we determine from time to time.

The rate will never be less than an effective annual
interest rate of three percent.

B. INTEREST CREDITING
1. GENERAL
We may credit interest in excess of the guaranteed rate
of three percent.

<PAGE> 9

SECTION 4 FIXED ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

2. INTEREST RATE
IN EFFECT

Any interest rate in effect when an amount is allocated
or reallocated to the Fixed Account is guaranteed for
12 months after it is received.

All amounts in the Fixed Account, after the end of the
year referenced above, are credited with excess
interest at the rates in effect for the then current
12-month period.

There may be more than one interest rate in effect at
any time for Fixed Accounts A or C.

The interest rate for Fixed Account C may be higher
than Fixed Account A.

3. FACTORS
DETERMINING
INTEREST RATE

In setting interest rates, we consider many factors,
including, but not limited to: investment yield rates,
taxes, and contract persistency.

4. TIMING OF
INTEREST
CREDITING
We will credit interest to the Fixed Account Contract
Value beginning on the date we receive your Purchase
Payment or reallocation until it is withdrawn or
otherwise reallocated. Interest will be credited and
compounded daily to the Fixed Account Contract Value
using the daily equivalents of effective annual
interest rates.

C. FIXED ACCOUNT C
Fixed Account C is provided as a vehicle for dollar
cost averaging to the Sub-Accounts.

D. FIXED ACCOUNT
CONTRACT VALUE
The Fixed Account Contract Value on any Valuation Date
is:

1. The sum of your Purchase Payment(s) allocated to
Fixed Accounts A and C;

2. Plus any reallocations from the Variable Account to
Fixed Account A;

3. Plus interest credited to Fixed Accounts A and C;

4. Less any previous partial withdrawals, amounts
applied to purchase partial annuity payouts;

5. Less any previous reallocations to the Variable
Account; and

6. Less premium tax deducted, if any.

<PAGE> 10

SECTION 5 VARIABLE ACCOUNT
- --------------------------------------------------------------------------------
A. GENERAL

The Variable Account is registered with the Securities
and Exchange Commission as a unit investment trust
under the Investment Company Act of 1940.

We have complete ownership and control of the assets in
the Variable Account. These assets are held separately
from our other assets and are not part of our General
Account.

The portion of the assets of the Variable Account equal
to the reserves, and other contract liabilities of the
Variable Account, are not chargeable with liabilities
from any other business that we may conduct.

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 our other income, gains, or losses.

B. SUB-ACCOUNTS

The Variable Account is divided into Sub-Accounts, some
of which are available under the contract. Each
Sub-Account that is available under this contract
invests in shares of a Fund. Funds initially available
are set forth on the Contract Data Page(s).

Shares of a Fund will be purchased and redeemed for a
Sub-Account at their net asset value.

We will reinvest the net asset value of the income,
dividends, and gains, distributed from shares of a
Fund, in additional shares of that Fund.

The Fund prospectuses define the net asset value and
describe the Funds.

The dollar amounts of values and benefits of this
contract provided by the Variable Account depend on the
investment performance of the Funds in which your
selected Sub-Accounts are invested.

We do not guarantee the investment performance of the
Funds. You bear the full investment risk for amounts
applied to the Sub-Accounts.

C. ACCUMULATION UNITS
Purchase Payments received under this contract and
allocated to, and any amounts reallocated to, the
Variable Account will be credited in the form of
Accumulation Units. To find the number of Accumulation
Units:

1. Divide the amount of the Purchase Payment allocated
to or any amount reallocated to the Sub-Account;

2. By the value of an Accumulation Unit for that
Sub-Account on the next Valuation Date.

<PAGE> 11

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

To find the number of Accumulation Units cancelled upon
withdrawal, or reallocation, from a Sub-Account:

1. Divide the amount withdrawn or reallocated;

2. By the Accumulation Unit value, on the next
Valuation Date.

Each Accumulation Unit value was set at $10 when the
Sub-Account first purchased investment shares.

Subsequent values on any Valuation Date are equal to:

1. The previous Accumulation Unit value;

2. Multiplied by the net investment factor for that
Sub-Account for the Valuation Date.

D. VARIABLE ACCOUNT
CONTRACT VALUE

The Variable Account Contract Value is the total of the
values of your interest in each Sub-Account. Each
Sub-Account is equal to:

1. The number of Accumulation Units;

2. Multiplied by the Accumulation Unit value.

The Variable Account Contract Value will vary from
Valuation Date to Valuation Date.

E. NET INVESTMENT
FACTOR
The net investment factor is an index number which
reflects charges to this contract and the investment
performance during a Valuation Period of the Fund in
which a Sub-Account is invested.

If the net investment factor is greater than one, the
Accumulation Unit value has increased. If the net
investment factor is less than one, the Accumulation
Unit value has decreased.

The net investment factor for a Sub-Account is
determined by dividing (1) by (2) and 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

d. Less a per share charge for any taxes reserved
which we determine to have resulted from the
operations of the Sub-Account and to be
applicable to this contract.

<PAGE> 12

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

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

c. Less a per share charge for any taxes reserved
for the last prior Valuation Period which we
determine to have resulted from the investment
operations of the Sub-Account and to be
applicable to this 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. The charges are shown on an
annual basis on the Contract Data Page(s).

F. MORTALITY RISK
CHARGE
The Mortality Risk Charge pays us for assuming the
mortality risk under this contract.

This charge is included in the calculation of the net
investment factor. It is shown on the Contract Data
Page(s).

G. EXPENSE RISK
CHARGE
The Expense Risk Charge pays us for guaranteeing that
we will not increase the Administrative Charge even
though our cost of administering this contract and the
Variable Account may increase.

This Expense Risk Charge is included in the calculation
of the net investment factor. It is shown on the
Contract Data Page(s).

H. ADMINISTRATIVE
CHARGE
The Administrative Charge shown on the Contract Data
Page(s) pay us for the administrative expenses of the
contract.

The Administrative Charge is included in the
calculation of the net investment factor.

I. PRODUCT ASSET
CREDIT
The Product Asset Credit is credited monthly. It is
equal to an annual rate of 0.80% of your average daily
Variable Account Contract Value.

The Product Asset Credit is credited to the Variable
Account Sub-Accounts in proportion to each account's
proportionate percentage of Variable Account Contract
Value as of the Valuation Date immediately preceding
the date of the credit.

<PAGE> 13

SECTION 5 VARIABLE ACCOUNT (CONTINUED)
- --------------------------------------------------------------------------------

If there is no Variable Account Contract Value as of
the date of the credit, the credit will be made to the
Fixed Account Contract Value in proportion to each
account's proportionate percentage of Fixed Account
Contract Value.

If there is no Variable Account Contract Value during
the entire month prior to the date of the credit, no
Product Asset Credit will be credited for that month.

J. RESERVED RIGHTS
We reserve the right, if permitted by applicable law,
to:

1. Create new variable accounts;

2. Combine variable accounts, including the Variable
Account;

3. Remove, add, or combine Sub-Accounts and make the
new Sub-Accounts available to contract Owners at our
discretion;

4. Substitute shares of one Fund for another;

5. Reallocate assets of the Variable Account, which we
determine to be associated with the class of
contracts to which this contract belongs, to another
variable account.

(If this type of reallocation is made, the term
"Variable Account" as used in this contract will
then mean the variable account to which the assets
were reallocated);

6. De-register the Variable Account under the
Investment Company Act of 1940, if registration is
no longer required;

7. Make any changes required by the Investment Company
Act of 1940;

8. Operate the Variable Account as a management
investment company under the Investment Company Act
of 1940, or any other form permitted by law; and

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

SECTION 6 REALLOCATIONS OF CONTRACT VALUE
- --------------------------------------------------------------------------------

A. GENERAL
You may reallocate Contract Value between or among
Sub-Accounts, from one or more Sub-Accounts to the
Fixed Account, and from the Fixed Account to one or
more Sub-Accounts, subject to certain limitations.
Subject to the restrictions in Section 6B, we make a
reallocation:

<PAGE> 14

SECTION 6 REALLOCATIONS OF CONTRACT VALUE (CONTINUED)
- --------------------------------------------------------------------------------

1. On the next Valuation Date after we receive your
written instructions requesting the reallocation; or

2. As of a Valuation Date you request which occurs
thereafter.

Reallocations are subject to the availability of
Sub-Accounts.

On a non-discriminatory basis, we reserve the right to:

1. Impose a charge of up to $25 for each reallocation
of Contract Value;

2. Limit the number of reallocations you can make;

3. Establish minimum and maximum amounts for
reallocations; and

4. Reallocate the entire Contract Value remaining in a
Sub-Account or any Fixed Account in the event that a
reallocation request would bring such remaining
Contract Value below a specified amount. Allocation
of Purchase Payments is governed by Section 3.

B. REALLOCATIONS FROM
FIXED ACCOUNT
Before the Start Date, Fixed Account A Contract Value
may be reallocated at any time to the Variable Account.

C. FIXED ACCOUNT C
REALLOCATIONS

1. REQUIREMENTS
Reallocations from Fixed Account C to the Variable
Account must begin within 30 days from receipt of the
Purchase Payment. They will be in substantially equal
payments over a period of 12 months.

You may change the Variable Sub-Account(s) receiving
Fixed Account C reallocations by giving us written
notice prior to the Reallocation Date.

Only one reallocation of Fixed Account C will take
place at any one time.

If additional Purchase Payment(s) are received for
allocation to Fixed Account C:

1. The balance of Fixed Account C will be adjusted to
reflect the subsequent payment(s); and

2. Reallocations will be recalculated based on the
number of months remaining in the original 12-month
period.

Reallocations from Fixed Account A or the Variable
Account, to Fixed Account C are prohibited.

No full or partial withdrawals are available from Fixed
Account C.

<PAGE> 15

SECTION 6 REALLOCATIONS OF CONTRACT VALUE (CONTINUED)
- --------------------------------------------------------------------------------

2. REALLOCATION
DATE
Reallocations from Fixed Account C will be transferred
any time before the 29th day of each month. You may
tell us in writing the date you want the reallocation
to occur.

3. DISCONTINUING
REALLOCATIONS
FROM FIXED
ACCOUNT C
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, unless you tell us differently.

D. ALL OTHER
REALLOCATIONS
Before the Start Date, you may make a written request
to reallocate all or part of a Sub-Account's
Accumulation Units to other Sub-Accounts or to Fixed
Account A.

To accomplish this reallocation, the appropriate
Accumulation Units will be redeemed and their value
will be reinvested in other Sub-Accounts, or
reallocated to Fixed Account A or as directed in your
request.

Subject to the restrictions in the following paragraph,
after a Variable Annuity Payout has begun, you may make
a written request to reallocate your Annuity Units.
This is done the same way and subject to the same
conditions as reallocating Accumulation Units. However,
we reserve the right to restrict these reallocations.

No reallocations to or from Fixed Accounts A or C may
be made after the Start Date. In the event that part of
the Contract Value is applied to purchase annuity
payouts, the remaining Contract Value may be
reallocated as described above for periods prior to the
Start Date.

SECTION 7 WITHDRAWALS
- --------------------------------------------------------------------------------

A. GENERAL
If permitted by law, you may request a full or partial
withdrawal by sending us a written request.

We reserve the right to deduct applicable premium taxes
and other state or federal taxes from the Contract
Value on the date the withdrawal is taken.

The amount withdrawn from the Sub-Accounts will be
determined on the next Valuation Date following our
receipt of your written request. This amount, less any
charges, will normally be sent to you within seven days
of our receipt of your written request.

<PAGE> 16

SECTION 7 WITHDRAWALS (CONTINUED)
- --------------------------------------------------------------------------------

By law, we have the right to defer payment of
withdrawals from the Fixed Account for up to six months
from the date we receive your request.

B. FULL WITHDRAWAL
For a full withdrawal of the Contract Value, the
withdrawal value equals the Contract Value.

We will pay the withdrawal value to you in a lump sum,
less any applicable taxes.

Withdrawal of the entire Contract Value will result in
termination of the contract in accordance with Section
12A, and we have no further obligation.

C. PARTIAL WITHDRAWAL
You may withdraw a portion of the Contract Value. For a
partial withdrawal of the Contract Value, the
withdrawal value equals the Contract Value withdrawn.

Unless we agree, on a non-discriminatory basis, each
partial withdrawal must be at least $1,000, excluding
those under Section 7D. Following a partial withdrawal,
the remaining Contract Value must be at least $25,000.

D. SYSTEMATIC
WITHDRAWALS
You may make a written request to automatically
withdraw amounts from your contract. You may elect to
receive these withdrawals monthly, quarterly,
semi-annually, or annually, subject to any applicable
federal or state laws, rules or regulations.

The minimum amount of each systematic withdrawal may
not be less than $300.

Systematic withdrawals will end:

1. When the election amount eligible for withdrawal
falls below $300;

2. When the contract ends due to election of an annuity
payout, full withdrawal of the contract, or death of
any Owner; or 3. You give us written notice to end
this option.

E. FEDERAL TAXES
Some or all of the withdrawal may be income on which
you must pay tax.

We must report such income according to the tax laws.

We may also be required to withhold taxes from amounts
otherwise payable. In addition, there may be tax
penalties if you make a withdrawal before age 59 1/2.

<PAGE> 17

SECTION 8 ANNUITY BENEFITS
- --------------------------------------------------------------------------------
A. APPLICATION OF
CONTRACT VALUE
Upon receipt of your written request for an annuity
payout, we apply all or a portion of the Contract Value
to provide a Fixed Annuity Payout, or a Variable
Annuity Payout, or both. The portion of the Contract
Value we apply will be considered a partial withdrawal
for purposes of calculating the death benefit.

If the amount to be annuitized on the date the annuity
payout is scheduled to begin is less than $5,000, we
may pay the withdrawal value in a lump sum.

We reserve the right to deduct applicable premium taxes
and other state or federal taxes from the Contract
Value on any Annuity Payout Date as required by law.

B. ANNUITY PAYOUT
OPTIONS
You may select an annuity payout by sending us a
written request.

Your request must be received by us at least 30 days
before the annuity payout is scheduled to begin.

If you have not selected a required minimum
distribution payment method, we will provide an annuity
payout option to you at age 85, unless you notify us
otherwise in writing.

The following options are available for annuity
payouts:

OPTION ONE

INSTALLMENTS
FOR LIFE WITH
OR WITHOUT A
FIXED PERIOD
CERTAIN

We will pay the proceeds in equal installments for as
long as the Annuitant lives.

If a fixed period certain is chosen, we guarantee to
make payments for at least 120 months.

If the Annuitant dies before the end of the fixed
period certain, we will pay the remaining guaranteed
payments in accordance with Section 10.

For each $1,000 of Contract Value applied, the Annuity
Payout Option One Table shows:

1. The guaranteed minimum rate for each installment
under a Fixed Annuity Payout; or

2. The rate used to determine the first installment
under a Variable Annuity Payout using an assumed
yield of three percent.

The rate depends upon:

1. Whether the 120-month fixed period certain is
chosen; and

2. The Annuitant's age on his/her birthday nearest the
date the first installment is due.

<PAGE> 18

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------
OPTION TWO
JOINT AND SURVIVOR
ANNUITY PAYOUT

We will pay the proceeds in equal installments
for as long as either the Annuitant or the
joint Annuitant is alive.

For each $1,000 of Contract Value applied, the
Annuity Payout Option Two Table shows:

1. The guaranteed minimum rate for each
installment at various ages under a Fixed
Annuity Payout; or

2. The rate used to determine the first
installment under a Variable Annuity
Payout using an assumed yield of three
percent.

OPTION THREE
OTHER FIXED AND VARIABLE
ANNUITY PAYOUTS

We will pay the proceeds under any other Fixed
and Variable Annuity Payouts that we may
offer. Contact us for details.

C. CHANGE OF ANNUITY
PAYOUT DATE

Unless we agree otherwise, the first Annuity
Payout Date must be at least 60 days after the
Issue Date. The first Annuity Payout Date is
the first business day of the first calendar
month in which an annuity payout will be made
to you. You may change the Start Date by
giving us at least 30 days advance written
notice.

D. FREQUENCY AND AMOUNT OF
PAYMENTS

Annuity payments will be made monthly unless
we agree to a different payment schedule. We
reserve the right to change the frequency of
either Fixed or Variable Annuity Payouts so
that each payment will be at least $100.

E. FIXED ANNUITY PAYOUTS

The dollar amount of all payments is fixed
during the entire period of annuity payments,
according to the provisions of the annuity
payout option selected. If your contract is an
IRA, guaranteed minimum Annuity Payout Option
One and Two rates for Fixed Annuity Payouts
are based upon three percent yearly interest
and rates derived from 1983 Mortality Table a.
Other Fixed Annuity Payout rates may be
available, but rates will never be less than
those shown in the Annuity Payout Option One
and Two Tables. Contact us for details.

16
<PAGE> 19

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------

In setting Fixed Annuity Payout rates, we
consider many factors, including, but not
limited to: investment yield rates; taxes; and
contract persistency.

F. PAYMENT OF PRESENT VALUE

Following the death of the Annuitant and any
joint Annuitant under a Fixed Annuity Payout,
we may offer the Beneficiary payment of the
present value of the unpaid remaining payments
if he/she chooses not to continue annuity
payouts.

If the present value is payable, we calculate
it this way:

1. We determine the number of unpaid
remaining payments when we receive proof
of death; and

2. We discount the remaining payments at the
rate specified in the terms of the Fixed
Annuity Payout supplemental contract.

G. VARIABLE ANNUITY PAYOUTS

If you elect a Variable Annuity Payout, all or
a portion of the Variable Account Contract
Value is used to provide payments which:

1. After the first payment, are not
predetermined or guaranteed as to dollar
amount; and

2. Vary in amount with the investment
experience of the Sub-Accounts.

Reallocations among Sub-Accounts before the
Start Date are governed by Section 6.

H. DETERMINATION OF THE FIRST
VARIABLE ANNUITY PAYMENT

If you elect a Variable Annuity Payout, the
Contract Value from a Sub-Account, less
applicable taxes, will be applied to the
applicable Annuity Payout Option Table. This
will be done:

1. On the Valuation Date immediately
preceding the seventh calendar day before
payments begin; and

2. In accordance with the annuity payout
option chosen.

The amount payable for the first payment for
each $1,000, so applied under annuity payout
options one and two based upon an assumed
yield of three percent, is shown in the tables
on pages 20 and 21.

17
<PAGE> 20

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------
I. VARIABLE ANNUITY PAYOUTS
AFTER THE FIRST ANNUITY PAYOUT

1. The dollar amount of the first Variable
Annuity Payout is divided by the Annuity
Unit value as of the Valuation Date
immediately preceding the seventh
calendar day before the payments begin.
This result establishes the number of
Annuity Units for each monthly annuity
payment after the first payment. This
number of Annuity Units remains fixed
during the annuity payment period.

2. The fixed number of Annuity Units is
multiplied by the Annuity Unit value as
of the Valuation Date immediately
preceding the seventh calendar day before
the date the payment is due. The result
establishes the dollar amount of the
payment.

We guarantee the dollar amount of each payout
after the first will not be affected by
variations in expenses or mortality
experience.

J. ANNUITY UNIT VALUES

For each Sub-Account, the Annuity Unit value
was set at $10 when Accumulation Units were
first converted into Annuity Units. Subsequent
Annuity Unit values for any Valuation Period
are equal to:

1. The net investment factor for the
Valuation Period for which the Annuity
Unit value is being calculated;

2. Multiplied by the Annuity Unit value for
the preceding Valuation Period; and

3. Divided by the daily factor at the
assumed yield not to exceed five percent
(designed to offset the assumed yield
used to determine the first payment)
adjusted for the number of days in the
Valuation Period.

Note: The net investment factor, the Annuity
Unit value, and the daily factor vary from day
to day. If you have any questions you should
contact us at 1 877-884-5050.

K. EXCHANGE OF ANNUITY UNITS

After the annuity payout begins, Annuity Units
of any Sub-Account may be exchanged for units
of any other Sub-Accounts. This may be done no
more than once a year. Once the annuity payout
starts, no exchanges may be made to or from
any fixed annuity.

18
<PAGE> 21

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUITY PAYOUT TABLE
OPTION ONE
Installments for life with or without a fixed period
certain Monthly income for each $1,000 of Contract
Value
- --------------------------------------------------------------------------------
Fixed Period in Months
- --------------------------------------------------------------------------------
MALE FEMALE
- --------------------------------------------------------------------------------
AGE None 120 None 120
- -------------- ------------- ------------ ------------- ------------
50 4.27 4.22 3.90 3.89
- -------------- ------------- ------------ ------------- ------------
51 4.34 4.29 3.97 3.95
- -------------- ------------- ------------ ------------- ------------
52 4.43 4.37 4.03 4.01
- -------------- ------------- ------------ ------------- ------------
53 4.51 4.45 4.10 4.08
- -------------- ------------- ------------ ------------- ------------
54 4.60 4.54 4.18 4.15
- -------------- ------------- ------------ ------------- ------------
55 4.70 4.62 4.25 4.22
- -------------- ------------- ------------ ------------- ------------
56 4.80 4.72 4.34 4.30
- -------------- ------------- ------------ ------------- ------------
57 4.91 4.82 4.42 4.38
- -------------- ------------- ------------ ------------- ------------
58 5.03 4.92 4.52 4.47
- -------------- ------------- ------------ ------------- ------------
59 5.15 5.03 4.61 4.56
- -------------- ------------- ------------ ------------- ------------
60 5.28 5.14 4.72 4.66
- -------------- ------------- ------------ ------------- ------------
61 5.42 5.26 4.83 4.76
- -------------- ------------- ------------ ------------- ------------
62 5.57 5.39 4.95 4.86
- -------------- ------------- ------------ ------------- ------------
63 5.74 5.52 5.07 4.98
- -------------- ------------- ------------ ------------- ------------
64 5.91 5.66 5.21 5.10
- -------------- ------------- ------------ ------------- ------------
65 6.10 5.81 5.35 5.22
- -------------- ------------- ------------ ------------- ------------
66 6.29 5.96 5.51 5.36
- -------------- ------------- ------------ ------------- ------------
67 6.50 6.11 5.67 5.50
- -------------- ------------- ------------ ------------- ------------
68 6.73 6.28 5.85 5.65
- -------------- ------------- ------------ ------------- ------------
69 6.97 6.44 6.04 5.80
- -------------- ------------- ------------ ------------- ------------
70 7.23 6.61 6.25 5.96
- -------------- ------------- ------------ ------------- ------------
71 7.51 6.78 6.47 6.14
- -------------- ------------- ------------ ------------- ------------
72 7.80 6.96 6.71 6.31
- -------------- ------------- ------------ ------------- ------------
73 8.12 7.14 6.97 6.50
- -------------- ------------- ------------ ------------- ------------
74 8.45 7.32 7.26 6.69
- -------------- ------------- ------------ ------------- ------------
75 8.82 7.49 7.56 6.89
- -------------- ------------- ------------ ------------- ------------
76 9.21 7.67 7.90 7.09
- -------------- ------------- ------------ ------------- ------------
77 9.62 7.84 8.26 7.29
- -------------- ------------- ------------ ------------- ------------
78 10.07 8.01 8.65 7.49
- -------------- ------------- ------------ ------------- ------------
79 10.55 8.17 9.07 7.69
- -------------- ------------- ------------ ------------- ------------
80 11.06 8.33 9.53 7.89
- --------------------------------------------------------------------------------
Instead of such monthly installments, yearly, semi-annual or quarterly
installments may be selected. Amounts for ages not shown in this table may be
obtained upon request.
- --------------------------------------------------------------------------------

19
<PAGE> 22

SECTION 8 ANNUITY BENEFITS (CONTINUED)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUITY PAYOUT TABLE
OPTION TWO
Joint and Survivor Annuity
Monthly Income for Each $1,000 of Contract Value
- --------------------------------------------------------------------------------
FEMALE AGE
- --------------------------------------------------------------------------------
MALE AGE 50 55 60 65 70 75 80
- ---------- -------- -------- -------- -------- -------- -------- -------
50 3.60 3.75 3.88 3.99 4.08 4.15 4.20
- ---------- -------- -------- -------- -------- -------- -------- -------
55 3.69 3.88 4.06 4.23 4.38 4.50 4.58
- ---------- -------- -------- -------- -------- -------- -------- -------
60 3.76 3.99 4.23 4.49 4.72 4.91 5.06
- ---------- -------- -------- -------- -------- -------- -------- -------
65 3.81 4.07 4.38 4.72 5.07 5.39 5.65
- ---------- -------- -------- -------- -------- -------- -------- -------
70 3.84 4.14 4.50 4.93 5.40 5.89 6.34
- ---------- -------- -------- -------- -------- -------- -------- -------
75 3.87 4.18 4.58 5.08 5.68 6.37 7.07
- ---------- -------- -------- -------- -------- -------- -------- -------
80 3.88 4.21 4.64 5.19 5.90 6.78 7.77
- --------------------------------------------------------------------------------

Amounts for ages not shown in this table may be obtained upon request.
- --------------------------------------------------------------------------------

SECTION 9 GENERAL PROVISIONS
- --------------------------------------------------------------------------------
A. BENEFICIARY CHANGE

You have the right to name an Irrevocable
Beneficiary on the application. You may add a
Beneficiary or change the Beneficiary by
written request during your lifetime if:

1. The contract is in force; and

2. We have the written consent of each
Irrevocable Beneficiary.

If there is more than one Beneficiary, we pay
them in equal shares unless you have requested
otherwise in writing.

Any addition or change of Beneficiary should
be sent to our Home Office.

The addition or change will take effect on the
date you signed the request. It will not
affect any payment or action we make before we
receive and record that request.

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SECTION 9 GENERAL PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------
B. BENEFICIARY's
SUCCESSION OF INTEREST

If no Beneficiary is named, or if no
Beneficiary survives you, we will pay your
estate.

If a Beneficiary survives you, but dies before
receiving his/her full share, we will pay
his/her share in the following order, unless
you requested otherwise in writing:

1. To any surviving Beneficiary, in the same
class of Beneficiary;
2. To any Contingent Beneficiary;
3. To the Beneficiary's surviving spouse;
4. Equally to the Beneficiary's surviving
children; or
5. To the Beneficiary's estate.

C. EVIDENCE OF SURVIVAL

We may require proof that a person is alive on
the Required Distribution Date, the Start
Date, or at any time thereafter.

D. INCONTESTABILITY

This contract has a two-year contestable
period running from its Issue Date. After this
contract has been in force for two years from
its Issue Date, we cannot claim that the
contract is void unless the contract has been
terminated in accordance with Section 12.

E. INTEREST ON DEATH BENEFIT

Any death benefit paid under this contract
from the Fixed Account will include interest
from the death benefit Valuation Date until
the death benefit is paid at a rate not less
than that required by law. Any death benefit
paid under this contract from the Variable
Account will not include interest.

F. MISSTATEMENT OF AGE OR SEX

If your age or sex is misstated, the Required
Distribution Date and/or the Start Date will
be adjusted to reflect the true age or sex. If
age has been misstated and payments have begun
under a Fixed or Variable Annuity Payout, we
will change the amounts payable to what the
Payee is entitled to at the true age or sex.
If the misstatement caused us to make an
overpayment, we will deduct that amount from
future payments. If the misstatement caused us
to make an underpayment, we will pay that
amount immediately.

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SECTION 9 GENERAL PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

We have the right to require proof of an
Annuitant's age or sex before we make payment
under any Fixed or Variable Annuity Payout.

G. NONPARTICIPATING

The contract does not share in our profits or
surplus. No dividends are paid under this
contract.

H. PAYMENTS AND SETTLEMENTS

All payments and settlements we make are
payable from our Home Office. We may require
that this contract be returned before payments
and settlements are made.

I. PROOF OF DEATH

We accept any of the following as proof of
death:

1. A certified copy of a death certificate;
2. A certified copy of a decree of a court
of competent jurisdiction as to the
finding of death; or
3. Any other proof satisfactory to us.

J. PROTECTION OF PROCEEDS

Payments we make under this contract:

1. May not be assigned before they are due;
and
2. Except as permitted by law, are not
subject to claims of creditors or legal
process.

K. TAX WITHHOLDING

We will withhold taxes from any
payment made when required by law or
regulation.
L. YEARLY STATEMENT

At least once each Contract Year, we
will send you a report showing the
Contract Value.

SECTION 10 PAYMENTS AT DEATH
- --------------------------------------------------------------------------------
A. GENERAL

At the Beneficiary's election, distribution of
all or part of the death benefit may be
deferred to the extent allowed by state or
federal law or IRS regulation.

When an Owner dies before the Start Date, the
individual entitled to the death benefit is
the first person in priority order, among the
following, who is alive on the date of Owner's
death:

1. Joint Owner, if any; or
2. Primary Beneficiary; or
3. Contingent Beneficiary.

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SECTION 10 PAYMENTS AT DEATH (CONTINUED)
- --------------------------------------------------------------------------------

If none of the persons above are alive on the
date of Owner's death, the death benefit will
then be paid to Owner's estate. If the
designated Beneficiary, as determined above,
is the Owner's surviving legal spouse, the
legal spouse has the additional option to
continue the contract as the Owner. Your
surviving legal spouse would then have all
ownership rights described in the contract. If
the legal spouse elects to continue the
contract, he/she may not later decide to
receive the death benefit.

B. ADJUSTED PURCHASE
PAYMENT TOTAL

The initial Adjusted Purchase Payment Total is
equal to the amount of the first Purchase
Payment we receive. The Adjusted Purchase
Payment Total is increased by the amount of
each subsequent Purchase Payment. For each
partial withdrawal, the Adjusted Purchase
Payment Total is reduced by multiplying it by
the fraction A divided by B, (A/B), where:

1. A is the Contract Value immediately after
a partial withdrawal; and

2. B is the Contract Value immediately
before a partial withdrawal.

C. DEATH BENEFIT
BEFORE THE START DATE

If the first Owner listed on the contract is
living and the Annuitant dies before the Start
Date, we will automatically name the first
Owner as the successor Annuitant. There will
be no change in status if there is only one
Owner and one of the Annuitants dies. You may
also surrender the contract. If the Owner is a
non-natural person and the Annuitant dies
before the Start Date, the Contract Value will
be paid to the Beneficiary. The amount of the
death benefit is the greater of A or B where:

1. A is the Contract Value on the Death
Benefit Valuation Date; and

2. B is the Adjusted Purchase Payment Total.

D. DEATH BENEFIT VALUATION DATE

The Death Benefit Valuation Date is the
Valuation Date following the date we receive
the later of:

1. Proof of your death; or
2. The Beneficiary's written request in a
form which we approve for:

a. A single sum payment; or
b. An annuity payout permitted by Code
Section 408(b)(3).

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SECTION 10 PAYMENTS AT DEATH (CONTINUED)
- --------------------------------------------------------------------------------
E. PAYMENT OF DEATH BENEFIT
If the Beneficiary elects a single sum
payment, we will make payment within seven
days after the Death Benefit Valuation Date.

If an annuity payout is requested, it may be
any annuity payout:

1. That could have been selected under
Section 8; and
2. Which is permitted by Code Sections 401
(a)(9), 408(b)(3), and the regulations
thereunder.

F. DEATH BENEFIT ON OR
AFTER THE START DATE
On or after the Start Date, the amount of the
death benefit, if any, is governed by the
annuity payout in effect on the date of your
death.

SECTION 11 AMENDMENT AND DISCLAIMER
- --------------------------------------------------------------------------------
A. AMENDMENT

We reserve the right to amend this contract in
order to include any future changes relating
to this contract's remaining qualified for
treatment as an annuity contract under the
following:

1. The Code;
2. IRS rulings and regulations; and
3. Any requirements imposed by the Internal
Revenue Service.

B. DISCLAIMER

We will be under no obligation for any of the
following:

1. To determine whether a Purchase Payment,
distribution or transfer under the
contract complies with the provisions,
terms and conditions of each plan or with
applicable law;
2. To administer any such plan, including,
without limitation, any provisions
required by the Retirement Equity Act of
1984; or
3. For any tax penalties owed by any party
resulting from failure to comply with the
Code and IRS rulings, regulations, and
requirements applicable to this contract.

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SECTION 12 TERMINATION
- --------------------------------------------------------------------------------
A. TERMINATION

This contract will end on the earliest of the
following:

1. When the entire withdrawal value is
withdrawn on or before the Start Date; or

2. When the Contract Value is paid in a lump
sum as the death benefit before the Start
Date.
In addition, if:

1. You have not made any Purchase Payments
for a period of two full years; and
2. The guaranteed monthly benefit under the
life annuity with payments for 10 or 20
years would be less than $20 per month
when you reach age 71, or at the end of
Contract Year 12, whichever is later;
then, we may terminate the contract by payment
of the current withdrawal value.

This payment may be made to you, or, if you
request, to another annuity or IRA.

SECTION 13 IF YOUR CONTRACT IS AN IRA
- --------------------------------------------------------------------------------
A. GENERAL

If you purchased this contract as an
Individual Retirement Annuity (IRA), this
Section restricts how a Purchase Payment and
any withdrawals may be made under the contract
both before and after your death.

It refers to Code Sections 401(a)(9), and
408(b)(3), 408(k), including the incidental
death benefit provisions of Proposed Treasury
Regulation Section 1.401(a)(9)-2.

This Section modifies any other provision in
the contract to the contrary when this
contract is an IRA.

If you have questions about IRA requirements,
consult your personal tax adviser.

B. OWNER

For an IRA:

1. You must be the Annuitant.
2. Joint Ownership is not permitted.
3. You cannot name a different Owner for the
contract.
4. The contract is established for your
exclusive benefit and the exclusive
benefit of your Beneficiaries.
5. You may not borrow money from your
contract.
6. Your interest in your contract is
non-transferable.
7. You cannot assign your interest in the
contract to another person.
8. Your entire interest in your contract is
nonforfeitable.

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<PAGE> 28

SECTION 13 IF YOUR CONTRACT IS AN IRA (CONTINUED)
- --------------------------------------------------------------------------------
C. CONTRIBUTION

Any contribution must be in cash or a cash
equivalent.

Only the following contribution may exceed
$2,000 for any taxable year:

1. A rollover contribution described in Code
Sections 402(c), 403(a)(4), 403(b)(8) and
408(d)(3);

2. An amount transferred from another
individual retirement account or annuity;
or

3. A contribution made according to the
terms of a Simplified Employee Pension
Plan as described in Code Section 408(k).

No contribution may be made on your behalf for
the tax year you reach age 70 1/2 and any year
thereafter.

You have the sole responsibility for
determining whether the contribution meets
applicable income tax requirements.

If we receive a Purchase Payment greater than
that permitted by law, you may make a written
request to withdraw the excess following the
Code, subject to applicable tax penalties.

D. IRA DISTRIBUTION REQUIREMENTS

You must elect to take a distribution under
the contract on or before the required
beginning date. This date commences no later
than April 1 of the calendar year following
the calendar year in which you attain age 70
1/2.

An exception to this rule is that you may tell
us in writing that you are using another
acceptable source under federal law to meet
distribution requirements.

Distributions for each calendar year after the
year you become 70 1/2 (including the year of
your required beginning date) must be made by
each December 31.

You have the sole responsibility for
requesting a distribution that complies with
applicable law.

Such distribution will be payable in equal
amounts, no less frequently than annually.

Distributions will be made:

1. In a lump sum;
2. Over your life;
3. Over the lives of you and your
Beneficiary;
4. Over a period certain not exceeding your
life expectancy; or
5. Over a period certain not exceeding the
joint and last survivor life expectancy
of you and your Beneficiary.

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<PAGE> 29

SECTION 13 IF YOUR CONTRACT IS AN IRA (CONTINUED)
- --------------------------------------------------------------------------------

Distributions must be non-increasing or may
increase only as provided in Q&A F-3 of
Proposed Treasury Regulations Section 1.401
(a)(9)-1.

If your entire interest is to be distributed
in other than a single lump sum, the minimum
amount to be distributed each year will be
determined according to Code Section
408(b)(3). The distribution will start on the
required beginning date and will continue each
year thereafter.

E. DEATH BENEFIT BEFORE THE
REQUIRED START DATE

If you die before distribution has begun, the
entire interest must be distributed no later
than December 31 of the calendar year in which
the fifth anniversary of your death occurs.

However, proceeds which are payable to a named
Beneficiary who is a natural person may be
distributed in equal installments over:
1. The lifetime of the Beneficiary; or
2. A period not exceeding the life expectancy
of the Beneficiary, provided such distribution
begins no later than December 31 following the
calendar year in which your death occurred.

If the Beneficiary is your surviving legal
spouse, he or she may elect to receive equal
or substantially equal distributions over the
life or life expectancy of the surviving legal
spouse.

The election must be made no later than
December 31 of the calendar year in which the
fifth anniversary of your death occurs.

Distributions must commence prior to the date
on which you would have attained age 70 1/2.

Minimum distributions will be calculated
according to Code Section 408(b)(3).

Alternatively, your surviving legal spouse may
continue the contract as Owner.

Under this requirement, any amount paid to any
of your children will be treated as if it had
been paid to your surviving legal spouse if
the remainder of the interest becomes payable
to the surviving legal spouse when the child
reaches the age of majority.

F. DEATH BENEFIT ON OR AFTER
THE REQUIRED START DATE

If you die after distribution of your interest
has begun, the remaining portion of such
interest will continue to be distributed at
least as rapidly as under the method of
distribution being used prior to your death.

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<PAGE> 30

SECTION 13 IF YOUR CONTRACT IS AN IRA (CONTINUED)
- --------------------------------------------------------------------------------
G. DETERMINING LIFE EXPECTANCY
FOR DISTRIBUTIONS

As used in this document, life expectancy and
joint and last survivor life expectancy will
be determined by use of the expected return
multiples in Tables V and VI of Treasury
Regulation Section 1.72-9 according to Code
Section 408(b)(3).

In the case of required distributions, life
expectancy of you and your Beneficiary will be
initially determined based on your attained
ages in the year you reach age 70 1/2.

In the case of the death benefit, the life
expectancy will be initially determined on the
basis of your Beneficiary's attained age in
the year distributions are required to
commence.

Unless you (or your legal spouse) elect
otherwise, prior to the time distributions are
required to commence, your life expectancy
(and, if applicable, your legal spouse's life
expectancy) will be recalculated annually
based on your attained ages in the year for
which the required distribution is being
determined.

The life expectancy of a non-legal spouse
Beneficiary will not be recalculated.

H. DISCLAIMER

We will be under no obligation for any of the
following:

1. For any tax or tax penalties an Owner,
Annuitant, or Beneficiary may owe
resulting from failure to comply with the
requirements imposed by the Code or by
any other applicable federal or state
law, rule or regulation;

2. To determine whether the Purchase
Payment, distribution, or transfer under
the contract complies with the
provisions, terms, and conditions of any
plan or with applicable law;

3. To administer any plan, including,
without limitation, any provisions
required by the retirement Equity Act
of 1984;

4. To provide any notifications or reports
required to be made by an employer or any
other entity;

5. To verify or make provisions to ensure
that the contribution was received by us
within any deadlines prescribed by law or
otherwise; or

6. To effect the correction of any

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<PAGE> 31
- --------------------------------------------------------------------------------
INDIVIDUAL DEFERRED RETIREMENT ANNUITY CONTRACT
NONPARTICIPATING
VARIABLE AND/OR FIXED ACCUMULATION
VARIABLE AND/OR FIXED DOLLAR ANNUITY PAYOUTS

NOTICE: To make Purchase Payments, make a claim, or exercise your rights under
this contract, please write or call us at:

RELIASTAR SERVICE CENTER
P.O. Box 5050
Minot, North Dakota
58702-5050 877-884-5050

Please include your contract number in all correspondence

NORTHERN LIFE INSURANCE COMPANY
1501 4th Avenue
Suite 1000
Seattle, WA 98101-3620

RELIASTAR SERVICE CENTER
2000 21st Avenue NW
Minot, North Dakota 58703

Form No. 13082 7-99

<PAGE> 1
EXHIBIT 9

March 20, 2000

Northern Life Insurance Company
1501 4th Avenue
Seattle, WA 98101

Dear Madam/Sir:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of variable/fixed annuity contracts ("the Contract") and interests
in Separate Account One (the "Variable Account") I have examined documents
relating to the establishment of the Variable Account by the Board of Directors
of Northern Life Insurance Company (the "Company") as a separate account for
assets applicable to variable contracts, pursuant to RCW 48.18A.010 et seq., as
amended, and the Initial Registration Statement, on Form N-4 (the "Registration
Statement"), and I have examined such other documents and have reviewed such
matters of law as I deemed necessary for this opinion, and I advise you that in
my opinion:

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

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

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

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ Stewart D. Gregg

Stewart D. Gregg
Counsel

<PAGE> 1
EXHIBIT 15

NORTHERN LIFE INSURANCE COMPANY

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

The undersigned director and/or officer of NORTHERN LIFE INSURANCE COMPANY, a
Washington corporation, does hereby make, constitute and appoint RICHARD R.
CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, CHRISTY M. MASON, JAMES E. NELSON,
JAMES M. ODLAND, GREG A. OLSON, JEFFREY A. PROULX, AND LORI SOMMERFELD, and each
or any one of them, the undersigned's true and lawful attorneys-in-fact, with
full power of substitution, for the undersigned and in the undersigned's name,
place and stead, to sign and affix the undersigned's name as such director
and/or officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange Commission,
Washington DC, in connection with the registration under the 1933 and 1940 Acts,
as amended, of variable annuity contracts and accumulation units in Separate
Account One and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 10th day of February, 2000.

/s/ Richard R. Crowl
---------------------------------------------
Richard R. Crowl

<PAGE> 2

NORTHERN LIFE INSURANCE COMPANY

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 7th day of February, 2000.

/s/ Michael J. Dubes
---------------------------------------------
Michael J. Dubes

<PAGE> 3

NORTHERN LIFE INSURANCE COMPANY

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4th day of February, 2000.

/s/ Wayne R. Huneke
---------------------------------------------
Wayne R. Huneke

<PAGE> 4

NORTHERN LIFE INSURANCE COMPANY

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4th day of February, 2000.

/s/ Robert C. Salipante
---------------------------------------------
Robert C. Salipante

<PAGE> 5

NORTHERN LIFE INSURANCE COMPANY

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 4th day of February, 2000.

/s/ John G. Turner
---------------------------------------------
John G. Turner