-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IdnLxl1Lm5F92nmld6wRD2ak/TqZXCwkfKVaSlcVdOAPJQfvnGLFmwg+B3/Wv2+O jLHzE/alCDVrLMSnPbuofg== 0000897899-96-000017.txt : 19961224 0000897899-96-000017.hdr.sgml : 19961224 ACCESSION NUMBER: 0000897899-96-000017 CONFORMED SUBMISSION TYPE: S-6EL24 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19961223 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECT LIFE VARIABLE ACCOUNT CENTRAL INDEX KEY: 0000897899 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 410451140 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-6EL24 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18517 FILM NUMBER: 96684462 BUSINESS ADDRESS: STREET 1: 20 WASHINGTON AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55440 BUSINESS PHONE: 6123427143 MAIL ADDRESS: STREET 1: 20 WASHINGTON AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: NWNLS SELECT LIFE VARIABLE ACCOUNT DATE OF NAME CHANGE: 19950728 FORMER COMPANY: FORMER CONFORMED NAME: SELECT LIFE VAR ACCO OF NORTHWESTERN NATIONAL LIFE INS CO DATE OF NAME CHANGE: 19930714 S-6EL24 1 INITIAL S-6 FILING As filed with the Securities and Exchange Commission on December 20, 1996 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 SELECT*LIFE VARIABLE ACCOUNT (Exact Name of Registrant) RELIASTAR LIFE INSURANCE COMPANY 20 Washington Avenue South Minneapolis, MN 55440 (Name and Address of principal executive office of depositor) --------------------------------- Richard R. Crowl Senior Vice President, General Counsel ReliaStar Life Insurance Company 20 Washington Avenue South Minneapolis, MN 55440 Copy to: Robert B. Saginaw Counsel ReliaStar Life Insurance Company 20 Washington Avenue South Minneapolis, MN 55440 Approximate date of proposed public offering: As soon as practicable after the effective date of the Registration Statement. Flexible Premium Variable Life Insurance Policies -- Registration of an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940. --------------------------------- 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. ----------------------------------- SELECT*LIFE VARIABLE ACCOUNT CROSS REFERENCE SHEET (Reconciliation and Tie Sheet)
ITEM NUMBER OF FORM N-8B-2 HEADING IN THE PROSPECTUS 1 Cover Page 2 Cover Page 3 Not Applicable 4 Distribution of the Policies 5 ReliaStar Life Insurance Company and the Variable Account 6 The Variable Account 7 Not Applicable 8 Not Applicable 9 Not Applicable 10 Summary; Death Benefit; Payment and Allocation of Premiums; Death Benefit Guarantee; Accumulation Value; Policy Lapse and Reinstatement; Surrender Benefits; Investments of the Variable Account; Transfers; Policy Loans; Free Look and Conversion Rights; Voting Rights; General Provisions; Appendix A; Appendix B 11 Deductions and Charges; Investments of the Variable Account 12 Investments of the Variable Account 13 Deductions and Charges 14 The Policies; General Definitions; Distribution of the Policies 15 Payment and Allocation of Premiums; Investments of the Variable Account 16 Payment and Allocation of Premiums; Surrender Benefits; Investments of the Variable Account 17 Surrender Benefits; Policy Loans; Free Look and Conversion Rights; General Provisions 18 The Variable Account; Investments of the Variable Account; Payment and Allocation of Premiums ITEM NUMBER OF FORM N-8B-2 HEADING IN THE PROSPECTUS 19 Voting Rights; General Provisions 20 Not Applicable 21 Policy Loans 22 Not Applicable 23 Bonding Arrangements 24 Definitions; General Provisions 25 ReliaStar Life Insurance Company 26 Not Applicable 27 ReliaStar Life Insurance Company; Other Contracts Issued by Us 28 Management 29 ReliaStar Life Insurance Company 30 Not Applicable 31 Not Applicable 32 Not Applicable 33 Not Applicable 34 Not Applicable 35 Not Applicable 36 Not Applicable 37 Not Applicable 38 Distribution of the Policies 39 Distribution of the Policies 40 Distribution of the Policies 41 Distribution of the Policies 42 Not Applicable 43 Not Applicable 44 Investments of the Variable Account; Payment and Allocation of Premiums; Deductions and Charges 45 Not Applicable 46 Investments of the Variable Account; Deductions and Charges ITEM NUMBER OF FORM N-8B-2 HEADING IN THE PROSPECTUS 47 Investments of the Variable Account 48 ReliaStar Life Insurance Company; State Regulation 49 Not Applicable 50 The Variable Account 51 Cover Page; The Policies; Death Benefit; Payment and Allocation of Premiums; Deductions and Charges; Policy Lapse and Reinstatement; General Provisions; Free Look and Conversion Rights 52 Investments of the Variable Account 53 Federal Tax Matters 54 Not Applicable 55 Not Applicable 56 Not Applicable 57 Not Applicable 58 Not Applicable 59 Not Applicable
20 Washington Avenue South Minneapolis, Minnesota 55401 -------------- SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES ISSUED BY SELECT*LIFE VARIABLE ACCOUNT OF RELIASTAR LIFE INSURANCE COMPANY This Prospectus describes a survivorship flexible premium variable life insurance policy (the "Policy") offered by ReliaStar Life Insurance Company ("we", "us", "our" or the "Company"). This Policy is designed to provide lifetime insurance protection, provided the Policy's Cash Surrender Value (that is, the amount that would be paid to you upon surrender of the Policy) is sufficient to pay certain monthly charges imposed under the Policy (including the cost of insurance and certain administrative charges). It also is designed to provide maximum flexibility in connection with premium payments and death benefits by giving the Policy owner ("you", "your") the opportunity to allocate net premiums among investment alternatives with different investment objectives. A Policy owner may, subject to certain restrictions, including limitations on premium payments, vary the frequency and amount of premium payments and increase or decrease the level of death benefits payable under the Policy. This flexibility allows a Policy owner to provide for changing insurance needs under a single insurance contract. The Policy provides for a Death Benefit payable at the Surviving Joint Insured's death. As long as the Policy remains in force, the Death Benefit up to age 100 of the younger Joint Insured will never be less than the current Face Amount less any Policy loans and unpaid charges. After age 100 the Death Benefit is equal to the Accumulation Value. The Minimum Face Amount of the Policy is currently $250,000. The Face Amount may be increased, subject to certain limitations, provided that the increase is not less than $5,000. Generally, the Policy will remain in force as long as the Policy's Cash Surrender Value (that is, the amount that would be paid to you upon surrender of the Policy) is sufficient to pay certain monthly charges imposed in connection with the Policy (including the cost of insurance and certain administrative charges). In addition, the Policy will remain in force until the Average Age of the Joint Insureds reaches age 65 (or five Policy Years, if longer), without regard to the Cash Surrender Value, if on each Monthly Anniversary the total premiums paid on the Policy, less any partial withdrawals and Policy loans, equals or exceeds the total required Minimum Monthly Premium payments specified in your Policy (which is a feature of the Policy called the "Death Benefit Guarantee"). Net premiums paid under the Policy are allocated, according to your instructions, either to the Select*Life Variable Account (the "Variable Account"), which is one of our separate accounts or to our General Account (the "Fixed Account"). Any amounts allocated to the Variable Account will be allocated to one or more Sub-Accounts of the Variable Account. The assets of each Sub-Account will be invested solely in the shares of one of the five portfolios of the Variable Insurance Products Fund, in one of the four portfolios of the Variable Insurance Products Fund II, in one of the two funds available through the Northstar Variable Trust or in one of the six funds available through Putnam Capital Manager Trust (the "Funds"). The accompanying prospectus for each of the Funds describes the investment objectives and attendant risks of each of the Funds and portfolios. (Continued on next page) THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 1 THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE. A CURRENT PROSPECTUS FOR EACH OF THE FUNDS MUST ACCOMPANY THIS PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS. THE DATE OF THIS PROSPECTUS IS APRIL XX, 1997. 46203 If net premiums are allocated to the Variable Account, the amount of the Policy's Death Benefit may, and the Policy's Accumulation Value (that is, the total amount that a Policy provides for investment at any time) will, reflect the investment performance of the Sub-Accounts of the Variable Account that you select. You bear the entire investment risk for any amounts allocated to the Variable Account; no minimum Accumulation Value in the Variable Account is guaranteed. Regardless of how net premiums are allocated, the Policy's Death Benefit may, and the Policy's Accumulation Value will, also depend upon the frequency and amount of premiums paid, any partial withdrawals, loans, and the charges and deductions assessed in connection with the Policy. The Policy provides for two types of "free look" periods, one after the issuance of the Policy and the other after any requested increase in the Face Amount. See "Free Look and Conversion Rights - Free Look Rights". THE CHARGES IMPOSED UPON EARLY SURRENDER OR LAPSE WILL BE SIGNIFICANT. FOR EXAMPLE, IF YOU MAKE PREMIUM PAYMENTS NO GREATER THAN THE MINIMUM MONTHLY PREMIUM PAYMENTS SPECIFIED IN YOUR POLICY, YOU CAN EXPECT THAT DURING AT LEAST THE EARLY POLICY YEARS, ALL OR SUBSTANTIALLY ALL OF YOUR PREMIUM PAYMENTS WILL BE REQUIRED TO PAY THE SURRENDER CHARGE AND OTHER CHARGES ASSOCIATED WITH THE POLICY. AS A RESULT, YOU SHOULD PURCHASE A POLICY ONLY IF YOU HAVE THE FINANCIAL CAPABILITY TO KEEP IT IN FORCE FOR A SUBSTANTIAL PERIOD. ALSO, CHARGES IMPOSED UPON SURRENDER OR THE LAPSE OF THE POLICY WILL USUALLY EXCEED THE ACCUMULATION VALUE OF THE POLICY DURING THE EARLY POLICY YEARS, WHICH MEANS THAT PAYMENTS SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO AVOID LAPSE DURING THIS PERIOD OF TIME. THESE SAME CONSIDERATIONS APPLY AFTER A REQUESTED INCREASE IN FACE AMOUNT, WHICH CREATES THE POSSIBILITY OF ADDITIONAL CHARGES UPON SURRENDER OR LAPSE OF THE POLICY. SEE "PAYMENT AND ALLOCATION OF PREMIUMS - AMOUNT AND TIMING OF PREMIUMS", "DEATH BENEFIT GUARANTEE", AND "DEDUCTIONS AND CHARGES - SURRENDER CHARGE". REPLACING EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY NOT BE TO YOUR ADVANTAGE. IN ADDITION, IT MAY NOT BE TO YOUR ADVANTAGE TO PURCHASE THIS POLICY TO OBTAIN ADDITIONAL INSURANCE PROTECTION IF YOU ALREADY OWN ANOTHER SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE ACCOMPANYING FUND PROSPECTUSES AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS ENTIRE PROSPECTUS SHOULD BE READ TO COMPLETELY UNDERSTAND THE POLICY BEING OFFERED. THE PRIMARY PURPOSE OF THE POLICY IS TO PROVIDE INSURANCE PROTECTION FOR THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND. 2
DEFINITIONS.....................................................................................................................6 PART 1. SUMMARY How does the Policy compare to traditional life insurance?.............................................................9 What is the Death Benefit?............................................................................................10 What flexibility do you have to adjust the amount of the Death Benefit?...............................................10 What is the Death Benefit Guarantee?..................................................................................10 If the Death Benefit Guarantee is not in effect, what will cause the Policy to lapse?.................................10 What is the Fixed Account?............................................................................................11 What is the Variable Account?.........................................................................................11 What are the minimum and maximum premium payments allowed?............................................................11 How are premiums allocated to the investment options?.................................................................11 Who are the investment advisers of the Funds?.........................................................................11 What charges do we make against each premium payment?.................................................................11 What charges do we make against the Accumulation Value?...............................................................12 What charges do we make upon lapse or total surrender of the Policy?..................................................12 What is the value of the Policy if you surrender it?..................................................................12 Can you make partial withdrawals?.....................................................................................12 What are the free look and conversion rights?.........................................................................13 Can you transfer between the Sub-Accounts and/or the Fixed Account?...................................................13 Can you borrow against the value of the Policy?.......................................................................13 Are Death Benefit proceeds taxable income to the beneficiary?.........................................................13 Are Accumulation Value increases included in your taxable income?.....................................................13 Will exercising certain Policy rights have tax consequences?..........................................................13 Who sells the Policies?...............................................................................................14 PART 2. DETAILED INFORMATION ReliaStar Life Insurance Company......................................................................................14 The Variable Account..................................................................................................14 Performance Information...............................................................................................14 The Policies..........................................................................................................15 Death Benefit.........................................................................................................15 Death Benefit Options........................................................................................16 Which Death Benefit Option to Choose.........................................................................18 Requested Changes in Face Amount.............................................................................18 Insurance Protection.........................................................................................20 Change in Death Benefit Option...............................................................................20 Payment and Allocation of Premiums....................................................................................21 Issuing the Policy...........................................................................................21 Allocation of Premiums.......................................................................................22 Amount and Timing of Premiums................................................................................22 Planned Periodic Premiums....................................................................................23 Unscheduled Additional Premiums..............................................................................23 Paying Premiums by Mail......................................................................................24 Death Benefit Guarantee...............................................................................................24 Accumulation Value....................................................................................................25 Deductions and Charges................................................................................................25 Premium Expense Charge.......................................................................................26 3 Monthly Deduction............................................................................................26 Surrender Charge.............................................................................................27 Charges Against the Variable Account.........................................................................28 Partial Withdrawal and Transfer Charges......................................................................29 Reduction of Charges.........................................................................................29 Policy Lapse and Reinstatement........................................................................................30 Surrender Benefits....................................................................................................30 Total Surrender..............................................................................................30 Partial Withdrawal...........................................................................................31 Transfers.............................................................................................................32 Policy Loans..........................................................................................................33 Free Look and Conversion Rights.......................................................................................36 Free Look Rights.............................................................................................36 Conversion Rights............................................................................................36 Investments of the Variable Account...................................................................................36 Fidelity's Variable Insurance Products Fund (VIPF):..........................................................37 Fidelity's Variable Insurance Products Fund II (VIPF II):....................................................38 Northstar Variable Trust (Northstar):........................................................................38 Putnam Capital Manager Trust (PCM):..........................................................................38 Addition, Deletion, or Substitution of Investments...........................................................39 Voting Rights.........................................................................................................39 General Provisions....................................................................................................40 Benefits at Age 100..........................................................................................40 Ownership....................................................................................................40 Proceeds.....................................................................................................41 Beneficiary..................................................................................................41 Postponement of Payments.....................................................................................41 Settlement Options...........................................................................................41 Incontestability.............................................................................................42 Misstatement of Age and Sex..................................................................................43 Suicide......................................................................................................43 Termination..................................................................................................43 Amendment....................................................................................................43 Reports......................................................................................................43 Dividends....................................................................................................44 Collateral Assignment........................................................................................44 Optional Insurance Benefits..................................................................................44 Federal Tax Matters...................................................................................................44 Policy Proceeds..............................................................................................44 Taxation of Distributions....................................................................................45 Other Transactions ..........................................................................................46 Taxation of ReliaStar Life Insurance Company.................................................................46 Other Considerations.........................................................................................46 Distribution of the Policies..........................................................................................47 Management............................................................................................................47 Directors....................................................................................................47 Executive Officers...........................................................................................49 State Regulation......................................................................................................49 Montana Residents.....................................................................................................49 Legal Proceedings.....................................................................................................49 Bonding Arrangements..................................................................................................50 Legal Matters.........................................................................................................50 Experts...............................................................................................................50 4 Registration Statement Contains Further Information...................................................................50 Financial Statements..................................................................................................50 Appendix A - The Fixed Account.......................................................................................A-1 Appendix B - Calculation of Accumulation Value.......................................................................B-1 Appendix C - Illustration of Accumulation Values, Surrender Charges, Cash Surrender Values and Death Benefits...........................................................C-1 Fund Prospectuses Fidelity's Variable Insurance Products Fund (VIPF):.......................................................VIP-1 Money Market Portfolio.............................................................................VIP-1 High Income Portfolio..............................................................................VIP-1 Equity - Income Portfolio..........................................................................VIP-1 Growth Portfolio...................................................................................VIP-1 Overseas Portfolio.................................................................................VIP-1 Fidelity's Variable Insurance Products Fund II (VIPF II):...............................................VIPII-1 Investment Grade Bond Portfolio..................................................................VIPII-1 Asset Manager Portfolio..........................................................................VIPII-1 Index 500 Portfolio..............................................................................VIPII-1 Contrafund Portfolio.............................................................................VIPII-1 Northstar Variable Trust (Northstar): Northstar Income and Growth Fund.............................................................Northstar-1 Northstar Multi-Sector Bond Fund.............................................................Northstar-1 Putnam Capital Manager Trust (PCM):.......................................................................PCM-1 PCM Diversified Income Fund........................................................................PCM-1 PCM Growth and Income Fund.........................................................................PCM-1 PCM Utilities Growth and Income Fund...............................................................PCM-1 PCM Voyager Fund...................................................................................PCM-1 PCM Asia Pacific Growth Fund.......................................................................PCM-1 PCM New Opportunities Fund.........................................................................PCM-1
5 DEFINITIONS - ----------- ACCUMULATION VALUE. The total value attributable to a specific Policy, which equals the sum of the Variable Accumulation Value (the total of the values in each Sub-Account of the Variable Account) and the Fixed Accumulation Value (the value in the Fixed Account). See "Accumulation Value" at page 25 and Appendix B. AVERAGE AGE. The sum of the ages of the Joint Insureds divided by two rounded to the higher age. CASH SURRENDER VALUE. The Accumulation Value less any Surrender Charge, Loan Amount and unpaid Monthly Deductions. CASH VALUE. The Accumulation Value less any Surrender Charge. CODE. Internal Revenue Code of 1986, as amended. DEATH BENEFIT. The amount determined under the applicable Death Benefit Option (the Level Amount Option or the Variable Amount Option). The proceeds payable to the beneficiary of the Policy upon the death of the Surviving Joint Insured under either Death Benefit Option will be reduced by any Loan Amount and any unpaid Monthly Deductions. See "Death Benefit" at page 15. DEATH BENEFIT GUARANTEE. A feature of the Policy guaranteeing that the Policy will not lapse before the Average Age of the Joint Insureds reaches age 65 (or five Policy Years, if longer) if, on each Monthly Anniversary, the total premiums paid on the Policy, less any partial withdrawals and any Loan Amount, equals or exceeds the total required Minimum Monthly Premium payments specified in your Policy, including the Minimum Monthly Premium for the current Monthly Anniversary. See "Death Benefit Guarantee" at page 24. DEATH BENEFIT OPTION. Either of two death benefit options available under the Policy (the Level Amount Option and the Variable Amount Option). See "Death Benefit - Death Benefit Options" at page 16. FACE AMOUNT. The minimum Death Benefit under the Policy to age 100 of the younger Joint Insured as long as the Policy remains in force. See "Death Benefit" at page 15. FIXED ACCOUNT. The assets of ReliaStar Life Insurance Company other than those allocated to the Variable Account or any other separate account. See Appendix A. FIXED ACCUMULATION VALUE. The value attributable to a specific Policy to the extent such amount is attributable to the Fixed Account (our General Account). Unlike the Variable Accumulation Value, the Fixed Accumulation Value will not reflect the investment performance of the Funds. See "Accumulation Value" at page 25 and Appendix B. FUNDS. Any open-end management investment company (or portfolio thereof) or unit investment trust (or series thereof) in which a Sub-Account invests as described herein. See "Investments of the Variable Account" at page 36. ISSUE DATE. The date insurance coverage under a Policy begins. JOINT INSUREDS. The persons upon whose lives this Policy is issued. LEVEL AMOUNT OPTION. One of two Death Benefit Options available under the Policy. Under this option, the Death Benefit is the greater of the current Face Amount or the Accumulation Value multiplied by the corridor percentage according to the younger Joint Insured's attained age. After age 100 the Death Benefit is equal to the Cash Value. See "Death Benefit - Death Benefit Options" at page 16. 6 LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due thereon. See "Policy Loans" at page 33. MINIMUM FACE AMOUNT. The minimum Face Amount shown in the Policy (currently $250,000). MINIMUM MONTHLY PREMIUM. A monthly premium amount specified in the Policy and determined by us at issuance of the Policy. The initial Minimum Monthly Premium will depend upon each Joint Insured's sex, age at issue, Rate Class, optional insurance benefits added by rider, and the initial Face Amount. A requested increase or decrease in the Face Amount, a change in the Death Benefit Option, or the addition or termination of a Policy rider may change the Minimum Monthly Premium. The Minimum Monthly Premium determines the payments required to maintain the Death Benefit Guarantee. See "Death Benefit Guarantee" at page 24. MONTHLY ANNIVERSARY. The same date in each succeeding month as the Policy Date. Whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be considered to be the next Valuation Date. The Monthly Anniversary begins with the Policy Date. MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of the Policy. This charge includes the cost of insurance, the Monthly Administrative Charge, the Monthly Mortality and Expense Risk Charge, the Monthly Guarantee Death Benefit Charge, and any charges for optional insurance benefits. See "Deductions and Charges - Monthly Deduction" at page 26. MONTHLY ADMINISTRATIVE CHARGE. A monthly charge to reimburse us for expenses incurred in administering the Policy. This charge is part of the Monthly Deduction. The amount of this charge is currently $8.25 per month and is guaranteed not to exceed $12.00 per month. See "Deductions and Charges - Monthly Deduction" at page 26. MONTHLY GUARANTEE DEATH BENEFIT CHARGE. A monthly charge to compensate us for the risk we assume in providing the Death Benefit Guarantee. This charge is deducted for each Policy Month the Death Benefit Guarantee is in effect and is part of the Monthly Deduction. The amount of this charge is $.03 per $1,000 of Face Amount. See "Death Benefit Guarantee" at page 24 and "Deductions and Charges - Monthly Deduction" at page 26. MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for certain mortality and expense risks we assume under the Policy. The Mortality and Expense Risk Charge will be an annual rate of .90 of 1%(.90%) of the Variable Accumulation Value of the Policy during the first 10 Policy Years. During each Policy Year thereafter, it is anticipated that the charge will be an annual rate of .25 of 1% (.25%) guaranteed not to exceed .90 of 1% (.90%) for the duration of the Policy. See "Deductions and Charges - Monthly Mortality and Expense Risk Charge" at page 27. NET PREMIUM. The gross premium less a Premium Expense Charge deducted from each premium. NORTHSTAR. Northstar Variable Trust Northstar Income and Growth Fund Northstar Multi-Sector Bond Fund PCM. Putnam Capital Manager Trust PCM Diversified Income Fund PCM Growth and Income Fund PCM Utilities Growth and Income Fund PCM Voyager Fund PCM Asia Pacific Growth Fund PCM New Opportunities Fund 7 PLANNED PERIODIC PREMIUM. The scheduled premium selected by you of a level amount at a fixed interval. The initial Planned Periodic Premium you select will be shown in the Policy. See "Payment and Allocation of Premiums - Planned Periodic Premiums" at page 23. POLICY, POLICIES. The survivorship flexible premium variable life insurance Policy offered by us and described in this Prospectus. POLICY ANNIVERSARY. The same date in each succeeding year as the Policy Date. Whenever the Policy Anniversary falls on a date other than a Valuation Date, the Policy Anniversary will be considered to be the next Valuation Date. POLICY DATE. The Policy Date is used in determining Policy Years, Policy Months, Monthly Anniversaries, and Policy Anniversaries. The Policy Date will be shown in the Policy. POLICY MONTH. A month beginning on the Monthly Anniversary. POLICY YEAR. A year beginning on the Policy Anniversary. PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. The Premium Expense Charge is guaranteed not to exceed 6.25% of each premium payment plus $2.00 per premium payment. The Premium Expense Charge is currently 6.25% of each premium payment in Policy Years 1-10 and 3.75% of each premium after the tenth Policy Year. See "Deductions and Charges - Premium Expense Charge". RATE CLASS. A group of Insureds we determine based on our expectation that they will have similar mortality experience. SEC. Securities and Exchange Commission. SIGNATURE GUARANTEE. A guarantee of your signature by a member firm of the New York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by a commercial bank (not a savings bank) which is a member of the Federal Deposit Insurance Corporation, or, in certain cases, by a member firm of the National Association of Securities Dealers, Inc. that has entered into an appropriate agreement with us. SUB-ACCOUNT. A sub-division of the Variable Account. Each Sub-Account invests exclusively in the shares of a specified Fund. SURRENDER CHARGE. A charge imposed upon total surrender or lapse of the Policy during the first 15 Policy Years and the first 15 years following any requested increase in Face Amount. See "Deductions and Charges -Surrender Charge" at page 27. SURVIVING JOINT INSURED. The Joint Insured who remains alive after the other Joint Insured has died. UNIT VALUE. The unit measure by which the value of the Policy's interest in each Sub-Account is determined. See Appendix B. VALUATION DATE. Each day on which the New York Stock Exchange is open for business except for a day that a Sub-account's corresponding Fund does not value its shares. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day; July Fourth; Labor Day; Veterans Day; Thanksgiving Day; and Christmas Day. VALUATION PERIOD. The period between two successive Valuation Dates, commencing at the close of business of a Valuation Date and ending at the close of business of the next Valuation Date. See Appendix B. 8 VARIABLE ACCOUNT. Select*Life Variable Account, a separate investment account established by us to receive and invest Net Premiums paid under the Policy. See "The Variable Account" at page 14. VARIABLE ACCUMULATION VALUE. The value attributable to a specific Policy to the extent such amount is attributable to the Variable Account. See "Accumulation Value" at page 25 and Appendix B. VARIABLE AMOUNT OPTION. One of two Death Benefit Options available under the Policy. Under this option, the Death Benefit is the greater of the Face Amount plus the Accumulation Value of the Policy, or the Accumualtion Value multiplied by the corridor percentage on the Valuation Date on or next following the date of the younger Joint Insured's death. After age 100 the Death Benefit is equal to the Cash Value. See "Death Benefit - Death Benefit Options" at page 16. VIPF. Variable Insurance Products Fund Money Market Portfolio High Income Portfolio Equity-Income Portfolio Growth Portfolio Overseas Portfolio VIPF II. Variable Insurance Products Fund II Investment Grade Bond Portfolio Asset Manager Portfolio Index 500 Portfolio Contrafund Portfolio WE, US, OUR. ReliaStar Life Insurance Company. YOU, YOUR. The Policy owner(s) as designated in the application for the Policy or as subsequently changed. If a Policy has been absolutely assigned, the assignee is the Policy owner. A collateral assignee is not the Policy owner. PART 1. SUMMARY This is a brief summary of the Policy's features. More detailed information follows later in this Prospectus. HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE? Like traditional life insurance: o The Policy provides a guaranteed minimum amount of life insurance coverage. o As long as you meet the requirements for the Death Benefit Guarantee, your Policy will remain in force until the Average Age of the Joint Insureds reaches age 65 (or five Policy Years, if longer). o You can surrender the Policy while the Surviving Joint Insured is living and receive its Cash Surrender Value. o The Policy has a loan value. o The Fixed Accumulation Value is guaranteed. Unlike traditional life insurance: 9 o You choose where the Net Premiums for the Policy are invested. o You may transfer existing values among the investment options. o The Variable Accumulation Value may increase or decrease based on the investment performance of the Funds you select. o You choose between two Death Benefit Options. o You choose the amount and frequency of your premium payments. o After the second Policy Year, you can increase or decrease the Face Amount. WHAT IS THE DEATH BENEFIT? You choose one of two Death Benefit Options - the Level Amount Option or the Variable Amount Option. The Death Benefit under the Level Amount Option is the greater of the Face Amount or the Accumulation Value multiplied by the corridor percentage according to the younger Joint Insured's attained age. The Death Benefit under the Variable Amount Option is equal to the greater of the Face Amount plus the Accumulation Value, or the Accumulation Value multiplied by the corridor percentage according to the younger Joint Insured's attained age. See "Death Benefit". The proceeds payable upon the death of the Surviving Joint Insured under either Death Benefit Option will be reduced by any Loan Amount and any unpaid Monthly Deductions. The Death Benefit up to age 100 of the younger Joint Insured will never be less than the Face Amount as long as the Policy is in force and there is no Loan Amount or unpaid Monthly Deductions. After age 100 the Death Benefit is the Cash Value. WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT? After the second Policy Year, you have flexibility to adjust the Death Benefit by increasing or decreasing the Face Amount. You cannot decrease the Face Amount below the Minimum Face Amount shown in the Policy. Any increase in the Face Amount must be at least $5,000 and may require additional evidence of insurability satisfactory to us and will result in additional charges. See "Death Benefit - Requested Changes in Face Amount". Generally, you may also change the Death Benefit Option at any time after the second Policy Year. See "Death Benefit - Change in Death Benefit Option". For a discussion of available techniques to adjust the amount of insurance protection to satisfy changing insurance needs. See "Death Benefit - Insurance Protection". WHAT IS THE DEATH BENEFIT GUARANTEE? Until the Average Age of the Joint Insureds reaches age 65 (or five Policy Years, if longer), if you meet the requirements for the Death Benefit Guarantee we will not lapse your Policy, even if the Cash Surrender Value is not sufficient to cover the Monthly Deduction that is due. See "Death Benefit Guarantee". IF THE DEATH BENEFIT GUARANTEE IS NOT IN EFFECT, WHAT WILL CAUSE THE POLICY TO LAPSE? The Policy will only lapse if the Cash Surrender Value is less than the Monthly Deduction due and if a grace period of 61 days expires without a sufficient payment. The Policy thus differs in two important respects from traditional life insurance. First, the failure to pay a Planned Periodic Premium will not automatically cause the Policy 10 to lapse. Second, even if Planned Periodic Premiums have been paid, the Policy may lapse. See "Policy Lapse and Reinstatement - Lapse". WHAT IS THE FIXED ACCOUNT? The Fixed Account consists of all of our assets other than those in our separate accounts (including the Variable Account). We credit interest of at least 4% per year on any amounts you have in the Fixed Account. From time to time we may guarantee interest in excess of 4%. Interests in the Fixed Account have not been registered under the Securities Act of 1933 nor is the Fixed Account subject to the restrictions of the Investment Company Act of 1940. See Appendix A, "The Fixed Account". WHAT IS THE VARIABLE ACCOUNT? The Select*Life Variable Account is one of our separate accounts. Only premiums from our variable life insurance policies are invested in the Variable Account. See "The Variable Account". The Variable Account is divided into Sub-Accounts. Premiums allocated to each Sub-Account are invested in shares, at net asset value, of the Fund corresponding to that Sub-Account. The Variable Accumulation Value of the Policy will vary with, among other things, the investment performance of the Funds to which Policy premiums are allocated and the charges deducted from the Variable Accumulation Value. See "Accumulation Value". WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED? With certain restrictions, you can choose when you pay premiums and how much each payment will be. In most cases, however, payment of cumulative premiums sufficient to maintain the Death Benefit Guarantee will be required to keep the Policy in force during at least the first several Policy Years. See "Death Benefit Guarantee". We may choose not to accept a payment of less than $25.00. We do, however, reserve the right to limit the amount of any payment and certain maximum limits apply. We will return to you any premium paid to the extent that total premiums paid, both scheduled and unscheduled, would exceed the current maximum premium payments allowed for life insurance under Federal tax law. See "Payment and Allocation of Premiums - Amount and Timing of Premiums". HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS? You choose the premium allocation on the application. You can allocate premiums to the Fixed Account and/or one or more Sub-Accounts of the Variable Account. If you do not choose a premium allocation on the application, the premiums are allocated to the Money Market Portfolio until you change it. The initial allocation remains in effect for any future premium payments until you change it. See "Payment and Allocation of Premiums - Allocation of Premiums". WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS? Fidelity Management & Research Company is the investment adviser of VIPF's five portfolios and of VIPF II's four portfolios. Northstar Investment Management Corporation, an affiliate of ours, is the investment adviser of Northstar's two funds. Putnam Investment Management, Inc. ("Putnam Management") is the investment adviser of PCM's six funds. For the expenses of each Fund see "Deductions and Charges - Charges Against the Variable Account". WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT? 11 We deduct an amount (the Premium Expense Charge) from each premium and credit the remaining premium (the Net Premium) to the Fixed Account or to the Variable Account in accordance with your instructions. The Premium Expense Charge is guaranteed not to exceed 6.25% of each premium payment plus $2.00 per premium payment. The Premium Expense Charge is currently 6.25% of each premium payment in Policy Years 1-10 and 3.75% of each premium after the tenth Policy Years. See "Deductions and Charges - Premium Expense Charge". WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE? The Accumulation Value of the Policy is subject to several charges - the Monthly Deduction and transfer and partial withdrawal charges. The Monthly Deduction will be deducted monthly from both the Fixed Accumulation Value and the Variable Accumulation Value and includes the cost of insurance, the Monthly Administrative Charge, the Monthly Mortality and Expense Risk Charge, the Monthly Guarantee Death Benefit Charge, and charges for optional insurance benefits. The cost of insurance will be determined by multiplying the applicable cost of insurance rate(s) by the net amount at risk. The Monthly Administrative Charge is currently $8.25 per month and is guaranteed not to exceed $12.00 per month. The Monthly Mortality and Expense Risk Charge will be equal to one-twelfth of .90 of 1% (.90%) of the Variable Accumulation Value (that is, the total value attributable to a specific Policy in the Sub-Accounts of the Variable Account) of the Policy during the first 10 Policy Years. Beginning on Policy Year 11 and each year thereafter, it is currently anticipated that this monthly charge will be one-twelfth of .25 of 1% (.25%) but in no event will it exceed .90 of 1% (.90) for the duration of the Policy. The charges for optional insurance benefits will vary depending upon the benefit(s) selected. See "Deductions and Charges - Monthly Deduction". There is currently no charge imposed for each transfer but we presently charge $10.00 for each partial withdrawal. The charge for transfers and partial withdrawals is guaranteed not to exceed $25.00 per transfer or partial withdrawal. See "Deductions and Charges - Partial Withdrawal and Transfer Charges". WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY? During the first 15 years the Policy is in force and the first 15 years following a requested increase in the Face Amount, there is a charge if the Policy lapses or you surrender the Policy (the Surrender Charge). See "Deductions and Charges Surrender Charge" and Appendix D. The Surrender Charge on the initial Face Amount will depend upon the initial Face Amount, each Joint Insured's age on the Policy Date, and each Joint Insured's sex. The Surrender Charge on any requested increase in Face Amount will depend upon the Face Amount of the increase, each Joint Insured's age on the effective date of the increase, and each Joint Insured's sex. This maximum charge then remains level during the first ten years in the relevant 15 year period, and then reduces in equal monthly increments until it becomes zero at the end of 15 years. The Surrender Charge imposed upon early surrender or lapse will be significant. As a result, you should purchase a Policy only if you have the financial capability to keep it in force for a substantial period of time. WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT? In general, the Cash Surrender Value is the amount you would receive if you surrender the Policy. To determine the Cash Surrender Value, your Accumulation Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid Monthly Deductions. See "Surrender Benefits - and Total Surrender". CAN YOU MAKE PARTIAL WITHDRAWALS? Yes, you can withdraw part of your Cash Surrender Value. You will not incur a Surrender Charge, but partial withdrawals are subject to a processing charge. We currently make a $10.00 charge for each partial withdrawal. The 12 charge is guaranteed not to exceed $25.00 per partial withdrawal. Only one partial withdrawal is allowed in any Policy Year. See "Surrender Benefits - Partial Withdrawal". WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS? You have a limited free look period during which you have a right to return the Policy and receive a refund of all premiums paid. See "Free Look and Conversion Rights - Free Look Rights". The Policy must be returned to us by midnight of the 10th day after you receive it. Also, the Policy may in effect be converted in whole or in part to a "fixed benefit" policy (providing benefits that do not vary with the investment performance of the Variable Account) at any time during the first two Policy Years by transferring all or part of the Accumulation Value of the Policy from the Variable Account to the Fixed Account. Similar free look and conversion rights will be available for requested increases in the Face Amount. CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT? Subject to certain restrictions, you can transfer all or part of your Accumulation Value among the investment options of the Policy. We currently allow up to twelve transfers per year. Transfers from the Fixed Account are subject to certain additional restrictions. We reserve the right to limit you to four transfers per year and to make a charge for each transfer. We currently make no charge for each transfer. This charge is guaranteed not to exceed $25.00 per transfer. To the extent, however, that you request a transfer from the Variable Account to the Fixed Account in connection with exercising your conversion rights under the Policy (see "Free Look and Conversion Rights - Conversion Rights"), the limit on the number of transfers and the charge will not apply. See "Transfers". CAN YOU BORROW AGAINST THE VALUE OF THE POLICY? At any time after the first Policy Year, you can borrow up to 75% of the Cash Value of the Policy less any existing Loan Amount. (In Texas, the percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%. In Indiana you can borrow up to 75% of the Cash Value of the Policy during the first Policy Year.) Each loan must be at least $500, except in Connecticut it must be at least $200. Interest is payable in advance for each Policy Year and accrues daily at an effective annual rate that will not exceed 8.00% (which is 7.40% when payable in advance). After the tenth Policy Year, we will charge interest at an annual rate of 5.50% (which is 5.21% when payable in advance) on the portion of your Loan Amount that is not in excess of (a) the Accumulation Value, less (b) the total of all premiums paid net of all partial withdrawals. See "Policy Loans". ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY? Under current Federal tax law, as long as the Policy qualifies as life insurance, the Death Benefit under the Policy will be subject to the same Federal income tax treatment as proceeds of traditional life insurance. Therefore, the Death Benefit should not be taxable income to the beneficiary. See "Federal Tax Matters - Policy Proceeds". ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME? Under current Federal tax law, as long as the Policy qualifies as life insurance, Accumulation Value increases will also be subject to the same Federal income tax treatment as traditional life insurance cash values. Therefore, any increases should accumulate on a tax deferred basis. See "Federal Tax Matters - Policy Proceeds". WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES? 13 A change of owners, a partial withdrawal, a total surrender, or a Policy loan may have tax consequences depending on the particular circumstances. See "Federal Tax Matters - Policy Proceeds". WHO SELLS THE POLICIES? The Policies are sold by licensed insurance agents who are also registered representatives of broker-dealers registered under the Securities Exchange Act of 1934 and who are members of the National Association of Securities Dealers, Inc. Washington Square Securities, Inc., an affiliate of ours, is the Principal Underwriter of the Policies. See "Distribution of the Policies". PART 2. DETAILED INFORMATION RELIASTAR LIFE INSURANCE COMPANY We are a stock life insurance company organized in 1885 and incorporated under the laws of the State of Minnesota. We are a direct, wholly-owned subsidiary of ReliaStar Financial Corp., a Minneapolis based holding Company whose subsidiaries specialize in life insurance and related financial services businesses. We offer individual life insurance and annuities, employee benefits and retirement contracts. The Policies described in this Prospectus are nonparticipating. On a consolidated basis, ReliaStar Financial Corp. has $178 billion of life insurance in force and assets of $15.5 billion. Our Home Office is at 20 Washington Avenue South, Minneapolis, Minnesota 55401 (telephone 612-372-5507). THE VARIABLE ACCOUNT The Variable Account is a Separate Account of ours, established by the Board of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota. The Variable Account will receive and invest the Net Premiums paid and allocated to it under this Policy. In addition, the Variable Account currently receives and invests net premiums for other classes of flexible premium variable life insurance policies and may do so for additional classes in the future. The Variable Account meets the definition of a "separate account" under the federal securities laws and has been registered with the SEC as a unit investment trust under the Investment Company Act of 1940. The registration does not involve supervision by the SEC of the management or investment policies or practices of the Variable Account, us, or the Funds. We own the assets of the Variable Account. However, the Minnesota laws under which the Variable Account was established provide that the Variable Account cannot be charged with liabilities arising out of any other business we may conduct. We are required to maintain assets which are at least equal to the reserves and other liabilities of the Variable Account. We may transfer assets which exceed these reserves and liabilities to our general account (the Fixed Account). For a description of the Fixed Account, see Appendix A to this Prospectus. PERFORMANCE INFORMATION Performance information for the Sub-Accounts of the Variable Account and the Funds available for investment by the Variable Account may appear in advertisements, sales literature, or reports to Policy owners or prospective purchasers. Performance information for the Sub-Accounts will reflect deductions of Fund expenses and be adjusted to reflect the Mortality and Expense Risk Charge, but will not reflect deductions for the cost of insurance or the Surrender Charge. Quotations of performance information for the Funds will be accompanied by performance information for the Sub-Accounts. Performance information for the Funds will take into account all fees and charges at the Fund level, but will not reflect any deductions from the Variable Account. Performance information reflects only the performance of a hypothetical investment during a particular time period in which the calculations are based. Performance information showing total returns and average annual total returns may be provided for periods prior to 14 the date a Sub-Account commenced operation. Such performance information will be calculated based on the assumption that the Sub-Accounts were in existence for the same periods as those indicated for the Funds, with the level of charges at the Variable Account level that were in effect at the inception of the Sub-Accounts. Performance information should be considered in light of the investment objectives and policies, characteristics and quality of the portfolio of the Fund in which the Sub-Account invests, and the market conditions during the given period of time, and should not be considered as a representation of what may be achieved in the future. We may also provide individualized hypothetical illustrations of Policy Accumulation Value, Cash Surrender Value and Death Benefit based on historical investment returns of the Funds. These illustrations will reflect deductions for Fund expenses and Policy and Variable Account charges, including the Monthly Deduction, Premium Expense Charge and the Surrender Charge. These hypothetical illustrations will be based on the actual historical experience of the Funds as if the Sub-Accounts had been in existence and a Policy issued for the same periods as those indicated for the Funds. Performance of the Sub-Accounts and/or the Funds as reported from time to time in advertisements and sales literature may be compared to other variable life insurance issuers in general or to the performance of particular types of variable life insurance policies investing in mutual funds, or investment series of mutual funds with investment objectives similar to each of the Sub-Accounts, whose performance is reported by Lipper Analytical Services, Inc. ("Lipper") and Morningstar, Inc. ("Morningstar") or reported by other series, companies, individuals or other industry or financial publications of general interest, such as FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S, KIPLINGER'S PERSONAL FINANCE, and FORTUNE. Lipper and Morningstar are independent services which monitor and rank the performances of variable life insurance issuers in each of the major categories of investment objectives on an industry-wide basis. Lipper's and Morningstar's rankings include variable annuity issuers as well as variable life insurance issuers. The performance analysis prepared by Lipper and Morningstar ranks such issuers on the basis of total return, assuming reinvestment of distributions, but does not take sales charges, redemption fees or certain expense deductions at the separate account level into consideration. We may also compare the performance of each Sub-Account in advertising and sales literature to the Standard & Poor's Index of 500 common stocks and the Dow Jones Industrials, which are widely used measures of stock market performance. We may also compare the performance of each Sub-Account to other widely recognized indices. Unmanaged indices may assume the reinvestment of dividends, but typically do not reflect any "deduction" for the expense of operating or managing an investment portfolio. THE POLICIES The Policies are survivorship flexible premium variable life insurance contracts with death benefits, cash values, and other features of traditional life insurance contracts. They are "flexible premium" because premiums do not have to be paid according to a fixed schedule. They are "variable" because, to the extent Accumulation Value is attributable to the Variable Account, Accumulation Values and, under certain circumstances, the Death Benefit will increase and decrease based on the investment performance of the Funds in which the Sub-Accounts to which you allocate your premium payments invest. DEATH BENEFIT Like traditional life insurance, we pay a death benefit if the Surviving Joint Insured dies while the Policy is in force. The proceeds payable upon the death of the Surviving Joint Insured will be the Death Benefit (see "Death Benefit Options" below) reduced by any Loan Amount and unpaid Monthly Deductions. All or part of the proceeds may be paid in cash to your beneficiaries or under one or more of the settlement options we offer (see "General Provisions - Settlement Options"). 15 The Policy provides two Death Benefit Options: the Level Amount Option and the Variable Amount Option. You choose the Death Benefit Option on the application for the Policy. Subject to certain limitations, you can change the Death Benefit Option after issuance of the Policy. See "Death Benefit - Change in Death Benefit Option". The Death Benefit may vary with the Policy's Accumulation Value. Under the Level Amount Option, the Death Benefit will only vary with the Accumulation Value whenever the Accumulation Value multiplied by the corridor percentage (see "Death Benefit Options - Level Amount Option") exceeds the Face Amount of the Policy. The Death Benefit under the Variable Amount Option will always vary with the Accumulation Value because the Death Benefit equals the Face Amount plus the Accumulation Value, or the corridor percentage of the Accumulation Value. Under either Death Benefit Option, however, the Death Benefit to age 100 of the younger Joint Insured will never be less than the current Face Amount of the Policy and will be payable only as long as the Policy remains in force. After age 100 the Death Benefit is the Cash Value. In addition to affecting the amount of the Death Benefit as described above, the Accumulation Value generally determines how long the Policy remains in force. See "Policy Lapse and Reinstatement". This means that, to the extent Accumulation Value is attributable to the Variable Account, the investment performance of the Variable Account (and the underlying Funds) may affect the duration of the Policy by affecting the amount of Accumulation Value. You bear the investment risk with respect to any amounts allocated to the Variable Account. If, however, the Death Benefit Guarantee is in effect (see "Death Benefit Guarantee"), the Policy will stay in force until the Average Age of the Joint Insureds reaches age 65 (or five Policy Years, if longer) without regard to the investment performance under the Policy. Appendix C illustrates Accumulation Values, Surrender Charges, Cash Surrender Values, and Death Benefits assuming different levels of premium payments and investment returns for selected ages and Face Amounts. DEATH BENEFIT OPTIONS The Level Amount Option and the Variable Amount Option are described below. LEVEL AMOUNT OPTION. The Death Benefit is the greater of the current Face Amount of the Policy or the Accumulation Value multiplied by the corridor percentage according to the younger Joint Insured's attained age. The corridor percentage is 250% for the younger Joint Insured age 40 or below, and the percentage declines with increasing ages as shown in the Corridor Percentage Table on page 17. Accordingly, under the Level Amount Option the Death Benefit will remain level unless the corridor percentage of Accumulation Value exceeds the current Face Amount, in which case the amount of the Death Benefit will vary as the Accumulation Value varies. ILLUSTRATION OF LEVEL AMOUNT OPTION. For purposes of this illustration, assume that the younger Joint Insured is under age 40, and that there is no Loan Amount. Under the Level Amount Option, a Policy with a $100,000 Face Amount will generally have a $100,000 Death Benefit. However, because the Death Benefit must be equal to or be greater than 250% of the Accumulation Value, any time the Accumulation Value of the Policy exceeds $40,000, the Death Benefit will exceed the $100,000 Face Amount. Each additional dollar added to the Accumulation Value above $40,000 will increase the Death Benefit by $2.50. Thus, if the Accumulation Value exceeds $40,000 and increases by $100 because of investment performance or premium payments, the Death Benefit will increase by $250. A Policy owner with an Accumulation Value of $50,000 will be entitled to a Death Benefit of $125,000 ($50,000 X 250%); an Accumulation Value of $75,000 will yield a Death Benefit of $187,500 ($75,000 X 250%); and an Accumulation Value of $100,000 will yield a Death Benefit of $250,000 ($100,000 X 250%). Similarly, as long as the Accumulation Value exceeds $40,000, each dollar taken out of the Accumulation Value will reduce the Death Benefit by $2.50. If, for example, the Accumulation Value is reduced from $75,000 to $70,000 because of partial withdrawals, charges, or negative investment performance, the Death Benefit will be reduced from $187,500 to $175,000. If at any time before the younger Joint Insured's age 100, however, the Accumulation Value multiplied by the corridor percentage is less than the Face Amount, the Death Benefit will equal the current Face Amount of the Policy. 16 The corridor percentage becomes lower as the younger Joint Insured's age increases. If the current age of the younger Joint Insured in the illustration above were, for example, 50 (rather than under age 40), the corridor percentage would be 185%. The Death Benefit would not exceed the $100,000 Face Amount unless the Accumulation Value exceeded approximately $54,055 (rather than $40,000), and each $1 then added to or taken from the Accumulation Value would change the Death Benefit by $1.85 (rather than $2.50). CORRIDOR PERCENTAGE TABLE YOUNGER JOINT INSURED'S AGE ON CORRIDOR PERCENTAGE PREVIOUS POLICY ANNIVERSARY OF ACCUMULATION VALUE --------------------------- --------------------- 40 or younger 250% 41 243 42 236 43 229 44 222 45 215 46 209 47 203 48 197 49 191 50 185 51 178 52 171 53 164 54 157 55 150 56 146 57 142 58 138 59 134 60 130 61 128 62 126 63 124 64 122 65 120 66 119 67 118 68 117 69 116 70 115 71 113 72 111 73 109 74 107 75-90 105 91 104 92 103 93 102 94 101 95-100 100 17 VARIABLE AMOUNT OPTION. The Death Benefit is equal to the greater of the current Face Amount plus the Accumulation Value of the Policy, or the Accumulation Value multiplied by the corridor percentage according to the younger Joint Insured's attained age. The corridor percentage is 250% for the younger Joint Insured age 40 or below, and the percentage declines with increasing age as shown in the Corridor Percentage Table above. Accordingly, under the Variable Amount Option the amount of the Death Benefit will always vary as the Accumulation Value varies. ILLUSTRATION OF VARIABLE AMOUNT OPTION. For purposes of this illustration, assume that the younger Joint Insured is under age 40 and that there is no Loan Amount. Under the Variable Amount Option, a Policy with a Face Amount of $100,000 will generally pay a Death Benefit of $100,000 plus the Accumulation Value. Thus, for example, a Policy with an Accumulation Value of $20,000 will have a Death Benefit of $120,000 ($100,000 + $20,000); an Accumulation Value of $40,000 will yield a Death Benefit of $140,000 ($100,000 + $40,000). The Death Benefit, however, must be at least 250% of the Accumulation Value. As a result, if the Accumulation Value of the Policy exceeds approximately $66,667, the Death Benefit will be greater than the Face Amount plus the Accumulation Value. Each additional dollar of the Accumulation Value above $66,667 will increase the Death Benefit by $2.50. Thus, if the Accumulation Value exceeds $66,667 and increases by $100 because of investment performance or premium payments, the Death Benefit will increase by $250. A Policy owner with an Accumulation Value of $75,000 will be entitled to a Death Benefit of $187,500 ($75,000 X 250%); an Accumulation Value of $100,000 will yield a Death Benefit of $250,000 ($100,000 X 250%); and an Accumulation Value of $125,000 will yield a Death Benefit of $312,500 ($125,000 X 250%). Similarly, any time the Accumulation Value exceeds $66,667, each dollar taken out of the Accumulation Value will reduce the Death Benefit by $2.50. If, for example, the Accumulation Value is reduced from $75,000 to $70,000 because of partial withdrawals, charges, or negative investment performance, the Death Benefit will be reduced from $187,500 to $175,000. If at any time before the younger Joint Insured's age 100, however, the Accumulation Value multiplied by the corridor percentage is less than the Face Amount plus the Accumulation Value, then the Death Benefit will be the current Face Amount plus the Accumulation Value of the Policy. The Death Benefit after age 100 is the Cash Value. The corridor percentage becomes lower as the younger Joint Insured's age increases. If the current age of the younger Joint Insured in the illustration above were, for example, 50 (rather than under 40), the corridor percentage would be 185%. The amount of the Death Benefit would be the sum of the Accumulation Value plus $100,000 unless the Accumulation Value exceeded approximately $117,647 (rather than $66,667), and each $1 then added to or taken from the Accumulation Value would change the Death Benefit by $1.85 (rather than $2.50). WHICH DEATH BENEFIT OPTION TO CHOOSE If you prefer to have premium payments and favorable investment performance reflected partly in the form of an increasing Death Benefit, you should choose the Variable Amount Option. If you are satisfied with the amount of your existing insurance coverage and prefer to have premium payments and favorable investment performance reflected to the maximum extent in the Accumulation Value, you should choose the Level Amount Option. REQUESTED CHANGES IN FACE AMOUNT Subject to certain limitations, you may request an increase or decrease in the Face Amount. No increase or decrease in the Face Amount will be permitted during the first two Policy Years. INCREASES. For an increase in the Face Amount, a written request must be submitted to us. We may also require additional evidence of insurability satisfactory to us. The effective date of the increase will be the Monthly Anniversary on or next following our approval of the increase. The increase may not be less than $5,000 and no increase will be permitted after any Joint Insured reaches age 75. You cannot request an increase in the Face Amount more frequently than once every two years. We will deduct any charges associated with the increase (the increases in the cost of insurance and the Surrender Charge upon lapse or total surrender-- see "Effect of Requested Changes in 18 Face Amount") from the Accumulation Value, whether or not you pay an additional premium in connection with the increase. You will be entitled to limited free look and conversion rights, and refund rights with respect to requested increases in Face Amount. See "Free Look and Conversion Rights". DECREASES. For a decrease in the Face Amount, a written request must also be submitted to us. Any decrease in the Face Amount will be effective on the Monthly Anniversary on or next following our receipt of a written request. You cannot request a decrease in the Face Amount more frequently than once every six months. The Face Amount remaining in force after any requested decrease may not be less than the Minimum Face Amount shown in the Policy. Under our current policies, the Minimum Face Amount is $250,000, but we reserve the right to establish a different Minimum Face Amount in the future. If, following a decrease in Face Amount, the Policy would no longer qualify as life insurance under Federal tax law (see "Federal Tax Matters - Policy Proceeds"), the decrease will be limited to the extent necessary to meet these requirements. For purposes of determining the cost of insurance, decreases in the Face Amount will be applied to reduce the current Face Amount in the following order: (a) The Face Amount provided by the most recent increase; (b) The next most recent increases successively; and (c) The Face Amount when the Policy was issued. By reducing the current Face Amount in this manner, the Rate Class applicable to the most recent increase in Face Amount will be eliminated first, then the Rate Class applicable to the next most recent increase, and so on, for the purposes of calculating the cost of insurance. This assumption will affect the cost of insurance under the Policy only if different Rate Classes have been applied to the current Face Amount. A Rate Class is a group of Insureds we determine based upon our expectation that they will have similar mortality experience. We currently place Insureds into standard Rate Classes or into substandard Rate Classes that involve a higher mortality risk (for example, a 200% Rate Class or a 300% Rate Class). In an otherwise identical Policy, an Insured in the standard Rate Class will have a lower cost of insurance than an Insured in a substandard Rate Class with higher mortality risks. See "Deductions and Charges - Monthly Deduction". For example, assume that the initial Face Amount was $50,000 with a standard Rate Class, and that successive increases of $25,000 (at a Rate Class of 200%) and $50,000 (at a Rate Class of 300%) were added. If a decrease of $50,000 or less is requested, the amount of insurance at a 300% Rate Class will be reduced first. If a decrease of more than $50,000 is requested, the amount at a 300% Rate Class will be eliminated, and the excess over $50,000 will next reduce the amount of insurance at a 200% Rate Class. EFFECT OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face Amount will affect the Monthly Deduction because the cost of insurance depends upon the Face Amount. The charge for certain optional insurance benefits may also be affected. See "Deductions and Charges - Monthly Deduction". An increase in the Face Amount will increase the Surrender Charge, but a decrease in the Face Amount will not reduce the Surrender Charge. The Surrender Charge is, however, imposed only upon lapse or total surrender of the Policy and not upon a requested decrease in Face Amount. See "Deductions and Charges - Surrender Charge". An increase in the Face Amount will increase the Minimum Monthly Premium as of the effective date of the increase. Therefore, additional premium payments may be required to maintain the Death Benefit Guarantee. A decrease in the Face Amount will reduce the Minimum Monthly Premium as of the effective date of the decrease. See "Death Benefit Guarantee". The additional Surrender Charge on a requested increase in the Face Amount will reduce the Cash Surrender Value (which is the Accumulation Value less any Surrender Charge, Loan Amount and unpaid Monthly Deductions). If 19 the resulting Cash Surrender Value is not sufficient to cover the Monthly Deduction, the Policy may lapse unless the Death Benefit Guarantee is in effect. See "Policy Lapse and Reinstatement - Lapse" and "Death Benefit Guarantee". INSURANCE PROTECTION You may increase or decrease the pure insurance protection provided by the Policy (that is, the difference between the Death Benefit and the Accumulation Value) in one of several ways as your insurance needs change. These ways include increasing or decreasing the Face Amount of insurance, changing the level of premium payments, and, to a lesser extent, making a partial withdrawal under the Policy. Although the consequences of each of these methods will depend upon the individual circumstances, they may be generally summarized as follows: (a) A decrease in the Face Amount will, subject to the corridor percentage limitations (see "Death Benefit - Death Benefit Options"), decrease the pure insurance protection without reducing the Accumulation Value. If the Face Amount is decreased, the Policy charges generally will decrease as well. (Note that the Surrender Charge will NOT be reduced. See "Deductions and Charges Surrender Charge".) (b) An increase in the Face Amount (which is generally subject to underwriting approval - see "Death Benefit - Requested Changes in Face Amount") will likely increase the amount of pure insurance protection, depending on the amount of Accumulation Value and the resultant corridor percentage limitation. If the insurance protection is increased, the Policy charges generally will increase as well. (c) A partial withdrawal will reduce the Death Benefit. See "Surrender Benefits - - Partial Withdrawal". However, it has a limited effect on the amount of pure insurance protection and charges under the Policy, because the decrease in the Death Benefit is usually equal to the amount of Accumulation Value withdrawn. The primary use of a partial withdrawal is to withdraw Accumulation Value. Furthermore, it results in a reduced amount of Accumulation Value and increases the possibility that the Policy will lapse. (d) Under the Level Amount Option, until the corridor percentage of Accumulation Value exceeds the Face Amount, (i) an increased level of premium payments will reduce the amount of pure insurance protection, and (ii) a reduced level of premium payments will increase the amount of pure insurance protection. (e) Under the Variable Amount Option, until the corridor percentage of Accumulation Value exceeds the Face Amount plus the Accumulation Value, the level of premium payments will not affect the amount of pure insurance protection. (However, both the Accumulation Value and the Death Benefit will be increased if premium payments are increased, and reduced if premium payments are reduced.) (f) Under either Death Benefit Option, if the Death Benefit is the corridor percentage of Accumulation Value, then (i) an increased level of premium payments will increase the amount of pure insurance protection (subject to underwriting approval - see "Payment and Allocation of Premiums - Amount and Timing of Premiums"), and (ii) a reduced level of premium payments will reduce the pure insurance protection. THE TECHNIQUES DESCRIBED IN THIS SECTION FOR CHANGING THE AMOUNT OF PURE INSURANCE PROTECTION UNDER THE POLICY (FOR EXAMPLE, CHANGING THE FACE AMOUNT, MAKING A PARTIAL WITHDRAWAL, AND CHANGING THE AMOUNT OF PREMIUM PAYMENTS) MUST BE CONSIDERED TOGETHER WITH THE OTHER RESTRICTIONS AND CONSIDERATIONS DESCRIBED ELSEWHERE IN THIS PROSPECTUS. CHANGE IN DEATH BENEFIT OPTION After the first two Policy Years and at least two years after any increase in Face Amount, you may change the Death Benefit Option once each Policy Year. You must submit a written request to change the Death Benefit Option. The change is effective in the Monthly Anniversary on or next following the date we receive your request. A change in the Death Benefit Option will also change the Face Amount. If the Death Benefit Option is changed from the Level 20 Amount Option to the Variable Amount Option, the Face Amount will be decreased by an amount equal to the Accumulation Value on the effective date of the change. You cannot change from the Level Amount Option to the Variable Amount Option if the resulting Face Amount would fall below the Minimum Face Amount. If the Death Benefit Option is changed from the Variable Amount Option to the Level Amount Option, the Face Amount will be increased by an amount equal to the Policy's Accumulation Value on the effective date of the change. An increase or decrease in Face Amount resulting from a change in the Death Benefit Option will affect the future Monthly Deductions because the cost of insurance depends upon the Face Amount. The charge for certain optional insurance benefits may also be affected. See "Deductions and Charges - Monthly Deduction". The Surrender Charge, however, will not be affected by an increase or decrease in Face Amount resulting from a change in Death Benefit Option. Changes in the Death Benefit Option may require additional evidence of insurability. PAYMENT AND ALLOCATION OF PREMIUMS ISSUING THE POLICY To apply for a Policy, both individuals must complete the application and personally deliver it to our licensed agent. We will generally only issue a Policy to an applicant where both Joint Insureds' ages are 85 or less and both supply evidence of insurability satisfactory to us. Acceptance is subject to our underwriting rules and we reserve the right to reject an application for any reason permitted by law. COVERAGE. Coverage under a Policy begins on the later of the Issue Date or the date we receive at least the minimum initial premium (see immediately following section). In general, if the applicant pays at least the minimum initial premium with the application, the Issue Date will be the later of the date of the application or the date of any medical examination required by our underwriting procedures. However, if underwriting approval has not occurred within 45 days after we receive the application or if you authorize premiums to be paid by bank account monthly deduction, the Issue Date will be the date of underwriting approval. If you authorize premiums to be paid by government allotment, the Issue Date generally will be, subject to our underwriting approval, the first day of the month in which we receive the first Minimum Monthly Premium through government allotment, whether or not a Minimum Monthly Premium is collected with the application. If a Minimum Monthly Premium is collected with the application, it will be allocated to the Sub-Accounts of the Variable Account and the Fixed Account on the Valuation Date next following the Issue Date. MINIMUM INITIAL PREMIUM. The minimum initial premium is three Minimum Monthly Premiums. See "Death Benefit Guarantee". If, however, you authorize premiums to be paid by bank account monthly deduction or government allotment, we will accept one Minimum Monthly Premium together with the required authorization forms. The Minimum Monthly Premium is specified in the Policy and determines the payments required to maintain the Death Benefit Guarantee. TEMPORARY INSURANCE. At the time the application is taken, the applicant can receive temporary insurance coverage by paying a premium equal to 10% of annualized Minimum Monthly Premium. The temporary insurance will be for the face amount specified in the premium receipt and will be effective until the earliest of the following: o The date the coverage under the Policy is effective. o The date the applicant receives an offer for an alternative policy, a notice of termination of temporary insurance coverage, or notice that we have rejected the application. 21 o The date of death of the proposed Surviving Joint Insured or any proposed additional Joint Insured. o The 180th day after the date of the receipt for the temporary insurance. CREDITING NET PREMIUMS. We will credit Net Premiums to the Sub-Accounts of the Variable Account and to the Fixed Account on the basis of the applicant's allocation on the latest of the following dates: o The Valuation Date following the date of underwriting approval. o The Valuation Date on or next following the Policy Date. o The Valuation Date on or next following the date we have received at least the required minimum initial premium payment. o In the case of Policies issued under government allotment programs, the Valuation Date next following the Issue Date. Until the date on which Net Premiums are credited as described above, premium payments will be held in our General Account. No interest will be earned on these premium payments during this period of time. REFUNDING PREMIUM. We will return all premiums paid without interest if any of the following occur: o We send notice to the applicant(s) that the insurance is declined. o The applicant(s) refuses an offer for an alternative policy. o The applicant(s) does not supply required medical exams or tests within 30 days of the date of the application. o The applicant(s) returns the Policy under the limited free look right. See "Free Look and Conversion Rights - Free Look Rights". ALLOCATION OF PREMIUMS You choose the initial allocation of your Net Premiums (your gross premiums less the Premium Expense Charge) to the Fixed Account and the Sub-Accounts of the Variable Account on the application for the Policy. (The Fixed Account is not available for Net Premium allocation under policies issued in New Jersey.) If you do not indicate the initial allocation of your Net Premium on the application for the Policy, your Net Premium will be allocated to the Money Market Portfolio. You may change the allocation at any time by notifying us in writing. Changes will not be effective until the date we receive your request and will only affect premiums we receive on or after that date. The premium allocation may be 100% to the Fixed Account or the Sub-Accounts or divided among the Fixed Account and the Sub-Accounts in whole percentage points totaling 100%. We reserve the right to adjust any allocation to eliminate fractional percentages. Changing the current Net Premium allocation will not affect the allocation of existing Accumulation Value. AMOUNT AND TIMING OF PREMIUMS The amount and frequency of premium payments will affect the Accumulation Value, the Cash Surrender Value, and how long the Policy will remain in force (including affecting whether the Death Benefit Guarantee is in effect). See "Death Benefit Guarantee". After the initial premium, you may determine the amount and timing of subsequent premium payments within the following restrictions: o IN MOST CASES, PAYMENT OF CUMULATIVE PREMIUMS SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO KEEP THE POLICY IN FORCE 22 DURING AT LEAST THE FIRST SEVERAL POLICY YEARS. SEE "DEATH BENEFIT GUARANTEE". o We may choose not to accept any premium less than $25.00. o We reserve the right to limit the amount of any premium payment. In general, during the first Policy Year we will not accept total premium payments in excess of $250,000 on the lives of the Joint Insureds for the Policy, whether such payments are received on a Policy or on any other insurance policy issued by us or our affiliates. Also, we will not accept any premium payment in excess of $50,000 on any Policy after the first Policy Year. At our discretion, however, we may waive any of these premium limitations. o We may require additional evidence of insurability satisfactory to us if any premium would increase the difference between the Death Benefit and the Accumulation Value (that is, the net amount at risk). A premium payment would increase the net amount at risk if at the time of payment the Death Benefit would be based upon the applicable percentage of Accumulation Value. See "Death Benefit - Death Benefit Options". o In no event may the total of all premiums paid, both scheduled and unscheduled, exceed the current maximum premium payments allowed for life insurance under Section 7702 of the Federal Internal Revenue Code. If at any time a premium is paid which would result in total premiums exceeding the current maximum premiums allowed, we will only accept that portion of the premium which would make total premiums equal the maximum. Any part of the premium in excess of that amount will be returned, and no further premiums will be accepted until allowed by the current maximum premium limitations. o If you contemplate a large premium payment under this Policy, and you wish to avoid Modified Endowment Contract classification, you may contact us in writing before making the payment and we will tell you the maximum amount which can be paid into the Policy. See "Federal Tax Matters - Policy Proceeds". PLANNED PERIODIC PREMIUMS You may choose a Planned Periodic Premium schedule which indicates a preference as to future amounts and frequency of payment. The Planned Periodic Premiums may be paid annually, semi-annually, quarterly or, if you choose, you can pay the Planned Periodic Premiums by bank account monthly deduction or government allotment. The amount and frequency of your initial Planned Periodic Premium will be shown in the Policy. You may change the Planned Periodic Premium at any time by written request. We may limit the amount of any increase. As mentioned above, the amount and frequency of premium payments will affect Accumulation Value, Cash Surrender Value, and how long the Policy will remain in force. Failure to make any Planned Periodic Premium payment will not, however, necessarily result in lapse of the Policy. On the other hand, making Planned Periodic Premium payments will not guarantee that the Policy remains in force. See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement". UNSCHEDULED ADDITIONAL PREMIUMS Premiums, other than Planned Periodic Premiums, may be paid at any time while the Policy is in force. We may limit the number and amount of these additional payments. 23 PAYING PREMIUMS BY MAIL Planned Periodic Premiums and Unscheduled Additional Premiums may be paid to the Company by mailing them to: ReliaStar Life Insurance Company P.O. Box 802511 Chicago, Illinois 60680-2511 DEATH BENEFIT GUARANTEE If you meet the requirements described below, we guarantee that we will not lapse the Policy even if the Cash Surrender Value is not sufficient to cover the Monthly Deduction that is due. This feature of the Policy is called the "Death Benefit Guarantee". The Death Benefit Guarantee expires when the Average Age of the Joint Insureds is 65 (or five Policy Years, if longer). In general, the two most significant benefits from the Death Benefit Guarantee are as follows. First, during the early Policy Years, the Cash Surrender Value will generally not be sufficient to cover the Monthly Deduction, so that the Death Benefit Guarantee will be necessary to avoid lapse of the Policy. See "Policy Lapse and Reinstatement". This occurs because the Surrender Charge usually exceeds the Accumulation Value in these years. In this regard, you should consider that if you request an increase in Face Amount, an additional Surrender Charge would apply for the fifteen years following the increase, which could create a similar possibility of lapse as exists during the early Policy Years. Second, to the extent the Cash Surrender Value declines due to poor investment performance, or due to an additional Surrender Charge after a requested increase, the Cash Surrender Value may not be sufficient even in later Policy Years to cover the Monthly Deduction, so that the Death Benefit Guarantee may also be necessary in later Policy Years to avoid lapse of the Policy. THUS, EVEN THOUGH THE POLICY PERMITS PREMIUM PAYMENTS THAT ARE LESS THAN THE MINIMUM MONTHLY PREMIUMS, YOU MAY LOSE THE SIGNIFICANT PROTECTION PROVIDED BY THE DEATH BENEFIT GUARANTEE BY PAYING LESS THAN THE MINIMUM MONTHLY PREMIUMS. REQUIREMENTS The Death Benefit Guarantee will be in effect if the sum of all premiums paid minus any partial withdrawals and any loans are equal to or greater than the sum of the Minimum Monthly Premiums since the Policy Date, including the Minimum Monthly Premium for the current Monthly Anniversary. The requirements for the Death Benefit Guarantee must be satisfied as of each Monthly Anniversary, even though you do not have to pay premiums monthly. EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is $1000 per month. No Policy loans or partial withdrawals are taken and no Face Amount changes have occurred. Case 1. You pay $1000 each month. The Death Benefit Guarantee is maintained. Case 2. You pay $10,000 on January 1, 1997. The $10,000 maintains the Death Benefit Guarantee without your paying any additional premiums for the next 10 months (through October 31, 1997). However, you must pay at least $1000 by November 1, 1997 to maintain the Death Benefit Guarantee through November 30, 1997. The amount of the initial Minimum Monthly Premium will be determined by us at issuance of the Policy and will be shown in the Policy. The initial Minimum Monthly Premium will depend upon each Joint Insured's sex, age at issue, Rate Class, optional insurance benefits added by rider, and the initial Face Amount. 24 The following Policy changes may change the Minimum Monthly Premium: o A requested increase or decrease in the Face Amount (see "Death Benefit - Requested Changes in Face Amount"). o A change in the Death Benefit Option (see "Death Benefit - Change in Death Benefit Option"). o The addition or termination of a Policy rider (see "General Provisions - Optional Insurance Benefits"). We will notify you in writing of any changes in the Minimum Monthly Premium. If, as of any Monthly Anniversary, you have not made sufficient premium payments to maintain the Death Benefit Guarantee, we will send you notice of the premium payment required to maintain it. If we do not receive the required premium payment within 61 days from the date of our notice, the Death Benefit Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED. Even if the Death Benefit Guarantee terminates, the Policy will not necessarily lapse. For a discussion of the circumstances under which the Policy may lapse. See "Policy Lapse and Reinstatement". ACCUMULATION VALUE The Accumulation Value of the Policy (that is, the total value attributable to a specific Policy in the Variable Account and the Fixed Account) is equal to the sum of the Variable Accumulation Value (the amount attributable to the Variable Account) plus the Fixed Accumulation Value (the amount attributable to the Fixed Account). The Accumulation Value should be distinguished from the Cash Surrender Value that would actually be paid to you upon total surrender of the Policy, which is the Accumulation Value less any Surrender Charge, Loan Amount and unpaid Monthly Deductions. See "Surrender Benefits - Total Surrender". The Accumulation Value should also be distinguished from the Cash Value, which determines the amount available for Policy loans, and is the Accumulation Value less any Surrender Charge. See "Policy Loans." The Variable Accumulation Value will increase or decrease to reflect the investment performance of the Funds in which Sub-Accounts of the Variable Account have been invested. The Variable Accumulation Value will also be increased by (a) any Net Premiums credited to the Variable Account and (b) any transfers from the Fixed Account. The Variable Accumulation Value will also be reduced by (a) the Monthly Deduction attributable to the Variable Account, (b) partial withdrawals from the Variable Account, (c) any transfer and partial withdrawal charges attributable to the Variable Account, and (d) any amounts transferred from the Variable Account to the Fixed Account (including amounts transferred from the Variable Account to the Fixed Account as security for Policy loans). See "Policy Loans". The Variable Accumulation Value will generally vary daily. The Fixed Accumulation Value will be increased by (a) any Net Premiums credited to it in the Fixed Account, (b) any interest credited to it in the Fixed Account (determined at our discretion, but guaranteed not to be less than 4%), and (c) any amounts transferred from the Variable Account to it in the Fixed Account (including amounts transferred to the Fixed Account as security for Policy loans). See "Policy Loans". The Fixed Accumulation Value will be reduced by (a) the Monthly Deduction attributable to it in the Fixed Account, (b) partial withdrawals from it in the Fixed Account, (c) any transfer and partial withdrawal charges attributable to it in the Fixed Account, and (d) any amounts transferred from the Fixed Account to the Variable Account. For a detailed discussion of the calculation of Accumulation Value, see Appendix B. An illustration of various Accumulation Values, Surrender Charges, Cash Surrender Values, and Death Benefits, assuming different levels of premium payments and various investment returns for selected ages and Face Amounts, is shown in Appendix C. DEDUCTIONS AND CHARGES 25 Charges will be deducted in connection with the Policy to compensate us for (a) providing the insurance benefits of the Policy (including any riders), (b) administering the Policy, (c) assuming certain risks in connection with the Policy, and (d) incurring expenses in distributing the Policy. Some of these charges are deducted from each premium payment. Certain other charges are deducted monthly from both the Fixed Account and the Variable Account, or from the Variable Account only. A charge is also made for each partial withdrawal and a charge may be made for each transfer. PREMIUM EXPENSE CHARGE We deduct the Premium Expense Charge from each premium. The Premium Expense Charge is guaranteed not to exceed 6.25% of each premium payment plus $2.00 per premium payment. The Premium Expense Charge is currently 6.25% of each premium payment in Policy Years 1-10 and 3.75% of each premium after the tenth Policy Year. The amount remaining after we have deducted the Premium Expense Charge is called the Net Premium. The Net Premium is then credited to the Fixed Account and the Sub-Account according to your allocation. MONTHLY DEDUCTION We deduct the charges described below from the Accumulation Value of the Policy on a monthly basis. The total of these charges is called the Monthly Deduction. The Monthly Deduction will be deducted on each Monthly Anniversary from the Fixed Account and the Sub-Accounts of the Variable Account on a proportionate basis depending on their relative Accumulation Values at that time. For purposes of determining these proportions, the Fixed Accumulation Value is reduced by the Loan Amount. Because the cost of insurance portion of the Monthly Deduction can vary from month to month, the Monthly Deduction itself will vary in amount from month to month. If the Cash Surrender Value is not sufficient to cover the Monthly Deduction on a Monthly Anniversary and the Death Benefit Guarantee is not in effect, the Policy may lapse. See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement". COST OF INSURANCE. We will determine the monthly cost of insurance by multiplying the applicable cost of insurance rate or rates by the net amount at risk under the Policy. The net amount at risk under the Policy for a Policy Month is (a) the Death Benefit at the beginning of the Policy Month divided by 1.004074 (which reduces the net amount at risk, solely for purposes of computing the cost of insurance, by taking into account assumed monthly earnings at an annual rate of 5%), less (b) the Accumulation Value at the beginning of the Policy Month (reduced by any charges for rider benefits). As a result, the net amount at risk may be affected by changes in the Accumulation Value or in the Death Benefit. The Rate Class of any Joint Insured may affect the cost of insurance. A Rate Class is a group of Insureds we determine based upon our expectation that they will have similar mortality experience. We currently place Insureds into standard Rate Classes or into substandard Rate Classes that involve a higher mortality risk. In an otherwise identical Policy, any Insured in the standard Rate Class will have a lower cost of insurance than any Insured in a Rate Class with higher mortality risks. If there is an increase in the Face Amount and the Rate Class applicable to the increase is different from that for the initial Face Amount or any prior requested increases in Face Amount, the net amount at risk will be calculated separately for each Rate Class. For purposes of determining the net amount at risk for each Rate Class, the Accumulation Value will first be assumed to be part of the initial Face Amount. If the Accumulation Value is greater than the initial Face Amount, it will then be assumed to be part of each increase in order, starting with the first increase. 26 Cost of insurance rates will be based on the sex, Issue age, Policy Year and Rate Class(es) of each Joint Insured. The actual monthly cost of insurance rates will reflect our expectations as to future experience. They will not, however, be greater than the guaranteed cost of insurance rates shown in the Policy, which are based on the Commissioner's 1980 Standard Ordinary Mortality Tables for smokers or nonsmokers, respectively. MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge of $8.25 which is guaranteed not to exceed $12.00 each month. MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month during the first 10 Policy Years we will deduct a charge at an annual rate of .90 of 1% (.90%) of the Variable Accumulation Value of the Policy. Each month thereafter we will deduct this charge at an annual rate of .25 of 1% (.25%) of the Variable Accumulation Value but in no event will it exceed .90 of 1% (.90%) for the duration of the Policy. The mortality risk assumed is that Joint Insureds may live for a shorter period of time than we estimated and that, as a result, we would have to pay a greater amount in Death Benefits than we collect in premium payments. The expense risk assumed is that expenses incurred in issuing and administering the Policy will be greater than we estimated. MONTHLY GUARANTEE DEATH BENEFIT CHARGE. A monthly charge for providing the Death Benefit Guarantee. This charge is part of the Monthly Deduction and is deducted for each Policy Month the Death Benefit Guarantee is in effect. The amount of this charge is $.03 per $1,000 of face amount. See "Death Benefit Guarantee". OPTIONAL INSURANCE BENEFIT CHARGES. Each month we deduct charges for any optional insurance benefits added to the Policy by rider. See "General Provisions - Optional Insurance Benefits". SURRENDER CHARGE GENERAL. During the first 15 Policy Years and during the first 15 years following any requested increase in Face Amount, we make a Surrender Charge if you surrender the Policy or the Policy lapses. The Surrender Charge will not be affected by any decrease in Face Amount or by any change in Face Amount resulting from a change in the Death Benefit Option. The Surrender Charge imposed upon early surrender or lapse will be significant. For example, if you make premium payments no greater than the Minimum Monthly payments specified in your Policy, you can expect that during at least the early Policy Years, all or substantially all of your premium payments will be required to pay the Surrender Charge and other charges associated with the Policy. As a result, you should purchase a Policy only if you have the financial capability to keep it in force for a substantial period of time. SURRENDER CHARGE. The maximum Surrender Charge for the initial Face Amount or any requested increase in Face Amount will be determined on the Policy Date or on the effective date of any requested increase respectively. The Surrender Charge will remain level for the first ten years in the relevant 15 year period, and then reduces in equal monthly increments until it becomes zero at the end of 15 years. The Surrender Charge will vary depending upon each Joint Insured's age (on the Policy Date or on the effective date of an increase in Face Amount) and each Joint Insured's sex. SURRENDER CHARGE CALCULATION. The Surrender Charge for the initial Face Amount or any requested increase in Face Amount is determined by multiplying (i) the applicable charge per $1,000 of Face Amount from Appendix D by (ii) the initial Face Amount or the Face Amount of the increase, as applicable, and by (iii) the applicable percentage from the Surrender Charge Percentage Table below, and then dviding this amount by 1000. 27 SURRENDER CHARGE PERCENTAGE TABLE
THE FOLLOWING PERCENTAGE OF THE THE FOLLOWING PERCENTAGE OF THE IF SURRENDER OR LAPSE OCCURS IN SURRENDER CHARGE WILL BE PAYABLE FOR: SURRENDER CHARGE WILL BE PAYABLE FOR: THE LAST MONTH OF POLICY YEAR:* INITIAL FACE AMOUNT** FACE AMOUNT INCREASES ------------------------------- --------------------- --------------------- 1 100% 33% 2 100% 67% 3 100% 100% 4 100% 100% 5 100% 100% 6 100% 100% 7 100% 100% 8 100% 100% 9 100% 100% 10 100% 100% 11 80% 80% 12 60% 60% 13 40% 40% 14 20% 20% 15 and later 0% 0%
* For requested increases, years are measured from the date of the increase. ** The percentages reduce equally for each Policy Month during the years shown. For example, during the eleventh Policy Year, the percentage reduces equally each month from 100% at the end of the tenth Policy Year to 80% at the end of the eleventh Policy Year. CHARGES AGAINST THE VARIABLE ACCOUNT Certain charges will be deducted as a percentage of the value of the net assets of the Variable Account. These charges will not be deducted from assets in the Fixed Account. TAXES. Currently no charge is made to the Variable Account for Federal income taxes that may be attributable to the Variable Account. We may, however, make such a charge in the future. Charges for other taxes, if any, attributable to the Variable Account may also be made. INVESTMENT ADVISORY FEE AND OTHER FUND EXPENSES. Because the Variable Account purchases shares of the Funds, the net asset value of the investments of the Variable Account will reflect the investment advisory fees and other expenses incurred by the Funds. Set forth below is information provided by each Fund on its total 1995 annual expenses as a percentage of the Fund's average net assets. For more information concerning these expenses, see the prospectuses for the Funds that accompany this Prospectus.
TOTAL INVESTMENT MANAGEMENT OTHER FUND ANNUAL FEES EXPENSES EXPENSES VIPF Money Market Portfolio...................................0.24% 0.09% 0.33% VIPF High Income Portfolio (a)................................0.11% 0.80% 0.71% VIPF Equity-Income Portfolio..................................0.51% 0.10% 0.61% VIPF Growth Portfolio.........................................0.61% 0.09% 0.70% VIPF Overseas Portfolio.......................................0.76% 0.15% 0.91% 28 TOTAL INVESTMENT MANAGEMENT OTHER FUND ANNUAL FEES EXPENSES EXPENSES VIPF II Asset Manager Portfolio (a)...........................0.71% 0.08% 0.79% VIPF II Investment Grade Bond Portfolio.......................0.45% 0.14% 0.59% VIPF II Index 500 Portfolio (b)...............................0.28% 0.00% 0.28% VIPF II Contrafund Portfolio (a)..............................0.61% 0.11% 0.72% Northstar Income and Growth Fund (c)..........................0.75% 0.05% 0.80% Northstar Multi-Sector Bond Fund (c)..........................0.75% 0.05% 0.80% PCM Diversified Income Fund...................................0.70% 0.15% 0.85% PCM Growth and Income Fund....................................0.52% 0.05% 0.57% PCM Utilities Growth and Income Fund (d)......................0.70% 0.08% 0.78% PCM Voyager Fund..............................................0.62% 0.06% 0.68% PCM Asia Pacific Growth Fund (e)..............................0.33% 0.89% 1.22% PCM New Opportunities Fund....................................0.70% 0.14% 0.84%
(a) During 1995, a portion of the brokerage commissions paid by the High Income Portfolio, Asset Manager Portfolio and Contrafund Portfolio was used to reduce each respective portfolio's expenses. Without the reduction, total expenses would have been 0.71%, 0.81% and 0.73%, respectively, for each portfolio. For more information on the portfolios' Management Fees and Expenses, see the prospectus for the Fund. (b) During 1995, the investment adviser to the Index 500 Portfolio reimbursed a portion of the portfolio's expenses. Without the reimbursement, total expenses would have been 0.47%. For more information on the portfolio's Management Fees and Expenses, see the prospectus for the Fund. (c) The investment adviser to the Northstar Variable Trust has agreed to reimburse the two Northstar Funds for any expenses in excess of 0.80% of each Fund's average daily net assets. In the absence of the investment adviser's expense reimbursements, the actual expenses that would have been paid by each Fund during its fiscal year ended December 31, 1995 would have been: Income and Growth Fund--1.74% and Multi-Sector Bond Fund--2.06%. (d) On July 11, 1996, shareholders of PCM Utilities Growth and Income Fund approved an increase in the fees payable to Putnam Investment Management Inc. under the management contract. The total expenses shown in the table has been restated to reflect the increase. Actual total expenses were .68%. (e) The annualized total expenses shown above for PCM Asia Pacific Growth Fund reflects an expense limitation in effect for the period. In the absense of the expense limitation, annualized total expenses would have been 1.70%. PARTIAL WITHDRAWAL AND TRANSFER CHARGES We currently make no charge for transfers and a $10.00 charge for each partial withdrawal. These charges are guaranteed not to exceed $25.00 per transfer or partial withdrawal for the duration of the Policy. The transfer charge will not be imposed on transfers that occur as a result of Policy loans or the exercise of conversion rights. REDUCTION OF CHARGES Any of the charges under the Policy, as well as the Minimum Face Amount set forth in this Prospectus, may be reduced because of special circumstances that result in lower sales, administrative, or mortality expenses. For 29 example, special circumstances may exist in connection with group sales to our policyholders or those of affiliated insurance companies, or sales to employees or clients of members of our affiliated group of insurance companies. The amount of any reductions will reflect the reduced sales effort and administrative costs resulting from, or the different mortality experience expected as a result of, the special circumstances. Reductions will not be unfairly discriminatory against any person, including the affected Policy owners and owners of all other policies funded by the Variable Account. POLICY LAPSE AND REINSTATEMENT LAPSE. Unlike traditional life insurance policies, the failure to make a Planned Periodic Payment will not by itself cause the Policy to lapse. If the Death Benefit Guarantee is not in effect, the Policy will lapse only if, as of any Monthly Anniversary, the Cash Surrender Value is less than the Monthly Deduction due, and a grace period of 61 days expires without a sufficient payment. During the early Policy Years, the Cash Surrender Value will generally not be sufficient to cover the Monthly Deduction, so that premium payments sufficient to maintain the Death Benefit Guarantee will be required to avoid lapse. See "Death Benefit Guarantee". The Policy does not lapse, and the insurance coverage continues, until the expiration of a 61-day grace period which begins on the date we send you written notice indicating that the Cash Surrender Value is less than the Monthly Deduction due. Our written notice to you will indicate the amount of the payment required to avoid lapse. Failure to make a sufficient payment within the grace period will result in lapse of the Policy without value. If the Surviving Joint Insured dies during the grace period, the proceeds payable will equal the amount of the Death Benefit on the Valuation Date on or next following the date of the Surviving Joint Insured's death, reduced by any Loan Amount and any unpaid Monthly Deductions. If the Death Benefit Guarantee is in effect, we will not lapse the Policy. See "Death Benefit Guarantee". REINSTATEMENT. Reinstatement means putting a lapsed Policy back in force. You may reinstate a lapsed Policy by written request any time within five years after it has lapsed if it has not been surrendered for its Cash Surrender Value. To reinstate the Policy and any riders you must submit evidence of insurability satisfactory to us that each Joint Insured is still insurable, or if the policy lapsed after the first death of the Joint Insured, then evidence of insurability for the Surviving Joint Insured. You must pay a premium large enough to keep the Policy in force for at least two months. The Death Benefit Guarantee cannot be reinstated. See "Death Benefit Guarantee". SURRENDER BENEFITS Subject to certain limitations, you may make a total surrender of the Policy or a partial withdrawal of the Policy's Cash Surrender Value by sending us a written request. The amount available for a total surrender or partial withdrawal will be determined at the end of the Valuation Period during which your written request is received. Any amounts payable from the Variable Account upon total surrender or partial withdrawal will generally be paid within seven days of receipt of your written request. Postponement of payments may, however, occur in certain circumstances. See "General Provisions - Postponement of Payments". TOTAL SURRENDER 30 By making a written request, you may surrender the Policy at any time for its Cash Surrender Value. The Cash Surrender Value is the Accumulation Value of the Policy reduced by any Surrender Charge, Loan Amount and unpaid Monthly Deductions. If the Cash Surrender Value at the time of a surrender exceeds $25,000, the written request must include a Signature Guarantee. An illustration of Accumulation Values, Surrender Charges, Cash Surrender Values, and Death Benefits assuming different levels of premium payments and investment returns for selected ages and Face Amounts is shown in Appendix C. PARTIAL WITHDRAWAL After the first Policy Year, you may also withdraw part of the Policy's Cash Surrender Value by sending us a written request. If the amount being withdrawn exceeds $25,000, the written request must include a Signature Guarantee. Only one partial withdrawal is allowed in any Policy Year. We currently make a $10.00 charge for each partial withdrawal. This charge is guaranteed not to exceed $25.00 for each partial withdrawal. See "Deductions and Charges - Partial Withdrawal and Transfer Charges". The amount of any partial withdrawal must be at least $500 and, during the first 15 Policy Years, may not be more than 20% of the Cash Surrender Value on the date we receive your written request. Unless you specify a different allocation, we make partial withdrawals from the Fixed Account and the Sub-Accounts of the Variable Account on a proportionate basis based upon the Accumulation Value. These proportions will be determined at the end of the Valuation Period during which your written request is received. For purposes of determining these proportions, any outstanding Loan Amount is first subtracted from the Fixed Accumulation Value. EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the amount of any partial withdrawal. The Death Benefit will also be reduced by the amount of the withdrawal, or, if the Death Benefit is based on the corridor percentage of Accumulation Value (see "Death Benefit - Death Benefit Options"), by an amount equal to the corridor percentage times the amount of the partial withdrawal. If the Level Amount Option is in effect, the Face Amount will be reduced by the amount of the partial withdrawal. When increases in the Face Amount have occurred previously, we reduce the current Face Amount by the amount of the partial withdrawal in the following order: (a) The Face Amount provided by the most recent increase; (b) The next most recent increases successively; and (c) The Face Amount when the policy was issued. (This assumption also applies to requested decreases in Face Amount - see "Death Benefit - Requested Changes in Face Amount".) Thus, partial withdrawals may affect the way in which the cost of insurance is calculated and the amount of pure insurance protection under the Policy. See "Death Benefit - Requested Changes in Face Amount", "Deductions and Charges - Monthly Deduction" and "Death Benefit - Insurance Protection". We do not allow a partial withdrawal if the Face Amount after a partial withdrawal would be less than the Minimum Face Amount. If the Variable Amount Option is in effect, a partial withdrawal does not affect the Face Amount. A partial withdrawal may also cause the termination of the Death Benefit Guarantee because the amount of the partial withdrawal is deducted from the total premiums paid in calculating whether sufficient premiums have been paid in order to maintain the Death Benefit Guarantee. 31 Like partial withdrawals, Policy loans are a means of withdrawing funds from the Policy. See "Policy Loans". A partial withdrawal or a Policy loan may have tax consequences depending on the circumstances of such withdrawal or loan. See "Federal Tax Matters - Policy Proceeds". TRANSFERS You may transfer all or part of the Variable Accumulation Value between the Sub-Accounts or to the Fixed Account subject to any conditions the Funds whose shares are involved may impose. Transfer requests must be in writing unless you have completed a telephone transfer authorization form. You may also direct us to automatically make periodic transfers under the Dollar Cost Averaging or Portfolio Rebalancing services as described below. To transfer all or part of the Variable Accumulation Value from a Sub-Account, Accumulation Units are redeemed and their values are reinvested in other Sub-Accounts, or the Fixed Account, as directed in your request. We will effect transfers, and determine all values in connection with transfers, at the end of the Valuation Period during which we receive your request, except as otherwise specified for the Dollar Cost Averaging or Portfolio Rebalancing services. With respect to future Net Premium payments, however, your current premium allocation will remain in effect unless (i) you have requested the Portfolio Rebalancing service, or (ii) you are transferring all of the Variable Accumulation Value from the Variable Account to the Fixed Account in exercise of conversion rights. See "Free Look and Conversion Rights - Conversion Rights". Transfers from the Fixed Account to the Variable Account are subject to the following additional restrictions: (i) your transfer request must be postmarked no more than 30 days before or after the Policy Anniversary in any year, and only one transfer is permitted during this period, (ii) the Fixed Accumulation Value after the transfer must be at least equal to the Loan Amount, (iii) no more than 50% of the Fixed Accumulation Value, less any Loan Amount, may be transferred unless the balance, after the transfer, would be less than $1,000, in which event the full Fixed Accumulation Value, less any Loan Amount, may be transferred, and (iv) you must transfer at least the lesser of $500 or the total Fixed Accumulation Value, less any Loan Amount. See Appendix A. Some of these restrictions may be waived for transfers due to the Portfolio Rebalancing service. TELEPHONE TRANSFER REQUESTS. You may request a transfer by telephone on any Valuation Date after you complete a telephone transfer authorization form. If you elect to complete the authorization form, you agree that we will not be liable for any loss, liability, cost or expense when we act in accordance with the telephone transfer instructions that are received and recorded on voice recording equipment. If a telephone transfer request is later determined not to have been made by you or was made without your authorization, and loss results from such unauthorized transfer, you bear the risk of this loss. We will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. In the event we do not employ such procedures, we may be liable for any losses due to unauthorized or fraudulent instructions. Such procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of such instructions, and/or tape recording telephone instructions. DOLLAR COST AVERAGING SERVICE. You may request this service if your Accumulation Value, less any Loan Amount, is at least $5,000. If you request this service, you direct us to automatically make specific periodic transfers of a fixed dollar amount from any of the Sub-Accounts to one or more of the Sub-Accounts or to the Fixed Account. No transfers from the Fixed Account are permitted under this service. Transfers of this type may be made on a monthly, quarterly, semi-annual, or annual basis. This service is intended to allow you to use "Dollar Cost Averaging", a long term investment method which provides for regular investments over time. We make no guarantees that Dollar Cost Averaging will result in a profit or protect against loss. You may discontinue this service at any time by notifying us in writing. If you are interested in the Dollar Cost Averaging service you may obtain a separate application form and full information concerning this service and its restrictions from us or our registered representative. 32 If you are using the Dollar Cost Averaging service, this service will be discontinued immediately (i) on receipt of any request to begin a Portfolio Rebalancing service, (ii) if the Policy is in the grace period on any date when Dollar Cost Averaging transfers are scheduled, or (iii) if the specified transfer amount from any Sub-Account is more than the Accumulation Value in that Sub-Account. We reserve the right to discontinue, modify, or suspend this service. Any such modification or discontinuation would not affect any Dollar Cost Averaging service requests already commenced. PORTFOLIO REBALANCING SERVICE. You may request this service if your Accumulation Value, less any Loan Amount, is at least $10,000. If you request this service, you direct us to automatically make periodic transfers to maintain your specified percentage allocation of Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable Account and the Fixed Account; your allocation of future Net Premium payments will also be changed to be equal to this specified percentage allocation. Transfers made under this service may be made on a quarterly, semi-annual, or annual basis. This service is intended to maintain the allocation you have selected consistent with your personal objectives. The Accumulation Value in each Sub-Account of the Variable Account and the Fixed Account will grow or decline at different rates over time. Portfolio Rebalancing will periodically transfer Accumulation Values from those accounts that have increased in value to those accounts that have increased at a slower rate or declined in value. If all accounts decline in value, it will transfer Accumulation Values from those that have decreased less in value to those that have decreased more in value. We make no guarantees that Portfolio Rebalancing will result in a profit or protect against loss. You may discontinue this service at any time by notifying us in writing. If you are interested in the Portfolio Rebalancing service you may obtain a separate application form and full information concerning this service and its restrictions from us or our registered representative. If you are using the Portfolio Rebalancing service, this service will be discontinued immediately (i) on receipt of any request to change the allocation of premiums to the Fixed Account and Sub-Account of the Variable Account, (ii) on receipt of any request to begin a Dollar Cost Averaging service, (iii) upon receipt of any request to transfer Accumulation Value among the Fixed Account or Sub-Accounts, or (iv) if the policy is in the grace period or the Accumulation Value, less any Loan Amount, is less than $7,500 on any Valuation Date when Portfolio Rebalancing transfers are scheduled. We reserve the right to discontinue, modify, or suspend this service. Any such modification or discontinuation could affect Portfolio Rebalancing services currently in effect, but only after 30 days notice to affected Policy owners. TRANSFER LIMITS. We currently allow twelve transfers in a Policy Year, although we reserve the right to limit you to no more than four transfers per Policy Year. All transfers that are effective on the same Valuation Date will be treated as one transfer transaction. Transfers made due to the Dollar Cost Averaging or Portfolio Rebalancing services do not currently count toward the limit on number of transfers. TRANSFER CHARGES. While there is currently no charge imposed on a transfer we reserve the right to make a charge not to exceed $25.00 per transfer for the duration of the Policy. See "Deductions and Charges - Partial Withdrawal and Transfer Charges". In no event, however, will any charge be imposed in connection with the exercise of a conversion right or transfers occurring as the result of Policy Loans. All transfers are also subject to any charges and conditions imposed by the Fund whose shares are involved. All transfers that are effective on the same Valuation Date will be treated as one transfer transaction. POLICY LOANS GENERAL. As long as the Policy remains in effect, you may borrow money from us at any time after the first Policy Year using the Policy as security for the loan (except that in Indiana loans may be made during the first Policy Year). You may not borrow at any time more than the Loan Value of the Policy, which is equal to 75% of the Cash 33 Value less the existing Loan Amount, except that in Texas the percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%. Each Policy loan must be at least $500, except in Connecticut it must be at least $200. After age 65, we currently allow 100% of the Cash Surrender Value to be borrowed. Loan requests may be made in writing or by telephoning us on any Valuation Date. Any loan request in excess of $25,000 will require a Signature Guarantee and telephone loan requests cannot exceed $10,000. No election form is currently required to make telephone loan requests. We will employ reasonable procedures to confirm that loan requests made by telephone are genuine. In the event we do not employ such procedures, we may be liable for any losses due to unauthorized or fraudulent instructions. Such procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmations of such instructions and/or tape recording telephone instructions. Policy loans have priority over the claims of any assignee or other person. A Policy loan may be repaid in whole or in part at any time while any Surviving Joint Insured is alive. The loan proceeds will normally be paid to you within seven days after we receive your request. Payment of loan proceeds to you may be postponed under certain circumstances. See "General Provisions - Postponement of Payments". Payments made by you generally will be treated as premium payments, rather than Policy loan repayments, unless you indicate that the payment should be treated otherwise or unless we decide, at our discretion, to apply the payment as a Policy loan repayment. As a result, unless you indicate that a payment is a loan repayment, all payments you make to the Policy will generally be subject to the Premium Expense Charge. See "Deductions and Charges - Premium Expense Charge". The total of your outstanding Policy loans including unpaid interest due thereon is called the "Loan Amount". IMMEDIATE EFFECT OF POLICY LOANS. When we make a Policy loan, an amount equal to the Policy loan (which includes interest payable in advance) will be segregated within the Accumulation Value of your Policy and held in the Fixed Account as security for the loan. As described below, you will pay interest to us on the Policy loan, but we will also credit interest to you on the amount held in the Fixed Account as security for the loan. The amount segregated in the Fixed Account as security for the Policy loan will be included as part of the Fixed Accumulation Value under the Policy, but will (as described below) be credited with interest on a basis different from other amounts in the Fixed Account. Unless you specify differently, amounts held as security for the Policy loan will come proportionately from the Fixed Accumulation Value and the Variable Accumulation Value (with the proportions being determined as described below). Assets equal to the portion of the Policy loan coming from the Variable Accumulation Value will be transferred from the Sub-Accounts of the Variable Account to the Fixed Account, THEREBY REDUCING THE ACCUMULATION VALUE HELD IN THE SUB-ACCOUNTS. These transfers are not treated as transfers for the purposes of the transfer charge or the limit on the number of transfers. ILLUSTRATION OF DETERMINATION OF PROPORTIONS. The segregated amount that will be security for a Policy loan will come from the Fixed Accumulation Value and the Variable Accumulation Value in the same proportion that the sum of (a) the Policy's Fixed Accumulation Value, less any existing Loan Amount, and (b) the Policy's Variable Accumulation Value, bear to the Policy's total Accumulation Value less any existing Loan Amount (determined, in each case, at the end of the Valuation Period during which your request is received). This can be illustrated as follows. Assume that the Fixed Accumulation Value is $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account XXX = $2,000, and Sub-Account YYY = $4,000. Assume that the existing Loan Amount is $1,000, and the new Policy loan request is $5,000. For purposes of determining the proportions, we first subtract the existing Loan Amount from the Fixed Accumulation Value, and then we add the Variable Accumulation Value, which in our example would be ($5,000 - $1,000) + $6,000 = $10,000. The 34 proportionate percentages of the Policy loan coming from the Fixed Accumulation Value and the Variable Accumulation Value are then determined as a percentage of this total, which would be $4,000/$10,000 = 40% from the Fixed Accumulation Value, and $6,000/$10,000 = 60% from the Variable Accumulation Value. The percentage deducted from the Variable Accumulation Value would be distributed as follows: $2,000/$10,000 = 20% from Sub-Account XXX; and $4,000/$10,000 = 40% from Sub-Account YYY. The actual amounts coming from the various Accounts in connection with the new $5,000 Policy loan would be 40% X $5,000 = $2,000 from the Fixed Account; 20% X $5,000 = $1,000 from Sub-Account XXX; and 40% X $5,000 = $2,000 from Sub-Account YYY. EFFECT ON INVESTMENT PERFORMANCE. Amounts coming from the Variable Account as security for Policy loans will no longer participate in the investment performance of the Variable Account. All amounts held in the Fixed Account as security for Policy loans (that is, the Loan Amount) will only be credited with interest at an effective annual rate currently equal to 5.50% (guaranteed to be no less than 4.00%). NO ADDITIONAL INTEREST WILL BE CREDITED TO THESE AMOUNTS. On the Policy Anniversary, any interest credited on these amounts will be credited to the Fixed Account and the Variable Account according to the premium allocation then in effect. See "Payment and Allocation of Premiums - Allocation of Premiums". Although Policy loans may be repaid in whole or in part at any time, Policy loans will permanently affect the Policy's potential Accumulation Value. As a result, to the extent that the Death Benefit depends upon the Accumulation Value (see "Death Benefit - Death Benefit Options"), Policy loans will also affect the Death Benefit under the Policy. This effect could be favorable or unfavorable depending on whether the investment performance of the assets allocated to the Sub-Account(s) is less than or greater than the interest being credited on the assets transferred to the Fixed Account while the loan is outstanding. Compared to a Policy under which no loan is made, values under the Policy will be lower when such interest credited is less than the investment performance of assets held in the Sub-Account(s). EFFECT ON POLICY COVERAGE. If, on any Monthly Anniversary, the Loan Amount is greater than the Accumulation Value, less the then applicable Surrender Charge, we will notify you. If we do not receive sufficient payment within 61 days from the date we send notice to you, the Policy will lapse and terminate without value. Our written notice to you will indicate the amount of the payment required to avoid lapse. The Policy may, however, later be reinstated. See "Policy Lapse and Reinstatement". A Policy loan may also cause termination of the Death Benefit Guarantee, because the Loan Amount is deducted from the total premiums paid in calculating whether sufficient premiums have been paid in order to maintain the Death Benefit Guarantee. See "Death Benefit Guarantee". Proceeds payable upon the death of the Surviving Joint Insured will be reduced by any Loan Amount. INTEREST. The interest rate charged on Policy loans will be an annual rate of 7.40%, payable in advance. After the tenth Policy Year, we will charge interest at an annual rate of 5.21%, payable in advance, on that portion of your Loan Amount that is not in excess of (a) the Accumulation Value, less (b) the total of all premiums paid and all partial withdrawals. Any excess of this amount will be charged interest at the annual rate of 7.40%. Interest is payable in advance (for the rest of the Policy Year) at the time any Policy loan is made and at the beginning of each Policy Year thereafter (for that entire Policy Year). If interest is not paid when due, it will be deducted from the Cash Surrender Value as an additional Policy loan (see "Immediate Effect of Policy Loans" above) and will be added to the existing Loan Amount. Because we charge interest in advance, any interest that we have not earned will be refunded to you upon lapse or surrender of the Policy or repayment of the Policy Loan. REPAYMENT OF LOAN AMOUNT. The Loan Amount may be repaid any time while the Surviving Joint Insured is living. If not repaid, the Loan Amount will be deducted by us from any amount payable under the Policy. As described above, unless you provide us with notice to the contrary, any payments on the Policy will generally be treated as 35 premium payments, which are subject to the Premium Expense Charge, rather than repayments on the Loan Amount. Any repayments on the Loan Amount will result in amounts being reallocated from the Fixed Account and to the Sub-Accounts of the Variable Account according to your current premium allocation. TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on the circumstances of the loan. See "Federal Tax Matters - Policy Proceeds". FREE LOOK AND CONVERSION RIGHTS FREE LOOK RIGHTS The Policy provides for two types of return or "free look" periods, one after application for and issuance of the Policy and the other after any requested increase in Face Amount. AT INITIAL ISSUE. The Policy provides for an initial free look period during which you have a right to return the Policy for cancellation and receive a refund of all premiums paid. You must return the Policy to us or your agent and ask us to cancel the Policy by midnight of the 10th day after receiving it. FOLLOWING A REQUESTED INCREASE IN FACE AMOUNT. Any requested increase in Face Amount is also subject to a free look period during which you have a right to cancel the increase and receive a refund. You must notify us or your agent and ask us to cancel the increase by midnight of the 10th day after receiving a new Policy Data Page. Upon requesting cancellation of the increase, you will receive a refund, if you so request, or otherwise a restoration to the Policy's Accumulation Value (allocated among the Fixed Account and the Sub-Accounts of the Variable Account as if it were a Net Premium payment), in an amount equal to all Monthly Deductions attributable to the increase in Face Amount, including rider costs arising from the increase. This refund or credit will be made within seven days after we receive the request for cancellation on the appropriate form. In addition, the Surrender Charge will be adjusted so that it will be as though no such increase in Face Amount had occurred. Premiums paid after an increase in Face Amount will not be refunded following cancellation of the increase. If you request an increase in Face Amount you should take this into account in deciding whether to make any premium payments during the free look period for the increase. CONVERSION RIGHTS During the first two Policy Years and the first two years following a requested increase in Face Amount, we provide you with an option to convert the Policy or any requested increase in Face Amount to a life insurance policy under which the benefits do not vary with the investment experience of the Variable Account. This option is made available by permitting you to transfer all or a part of your Variable Accumulation Value to the Fixed Account. GENERAL OPTION. You may exercise your conversion right by transferring all or any part of your Variable Accumulation Value to the Fixed Account. If, at any time during the first two Policy Years or the first two years following a requested increase in Face Amount, you request transfer from the Variable Account to the Fixed Account and indicate that you are making the transfer in exercise of your conversion right, the transfer will not be subject to the transfer charge and will not count against the limit on the number of transfers. At the time of such transfer, there is no effect on the Policy's Death Benefit, Face Amount, net amount at risk, Rate Class(es) or issue age-only the method of funding the Accumulation Value under the Policy will be affected. See "Death Benefit", "Accumulation Value" and Appendix A, "The Fixed Account". If you transfer all of the Variable Accumulation Value from the Variable Account to the Fixed Account and indicate that you are making this transfer in exercise of your Conversion Right, we will automatically credit all future premium payments on the policy to the Fixed Account unless you request a different allocation. INVESTMENTS OF THE VARIABLE ACCOUNT 36 There are currently seventeen investment alternatives available under the Variable Account. Fidelity Management & Research Company is the investment adviser for the five portfolios of VIPF and the four portfolios of VIPF II. Northstar Investment Management Corporation is the investment adviser of the two Northstar Funds. Putnam Management is the investment adviser for the six funds of PCM. We reserve the right to establish additional Sub-Accounts of the Variable Account, each of which could invest in a new Fund with a specified investment objective. We reserve the right to establish additional Sub-Accounts of the Variable Account, each of which could invest in a new Fund with a specified investment objective. The Variable Account would then consist of more than seventeen investment options. You would only be permitted, however, to participate in a total of seventeen investment options over the lifetime of your Policy. You would not have to choose your investment options in advance, but upon particpation in the seventeenth Fund since the issue of the Policy, you would only be able to transfer within the seventeen Funds already utilized and which are still available. The Funds currently offered are described below. A brief summary of investment objectives is contained in the description of each Fund. In addition, you should read the prospectuses of the Funds, which are combined with this prospectus, for more detailed information and particularly, a more thorough explanation of investment objectives, because several of the Funds and portfolios may have objectives that are quite similar. There is no assurance that any Fund will achieve its investment objective(s). There is a possibility that one Fund might become liable for any misstatement, inaccuracy or incomplete disclosure in another Fund's prospectus. The Fund shares may be available to fund benefits under both variable annuity and variable life contracts and policies. This could, in the future, result in an irreconcilable conflict between the interests of the holders of the different types of variable contracts. The Funds have advised us that they will monitor for such conflicts and will promptly provide us with information regarding any such conflicts should they arise or become imminent and we will promptly advise the Funds if we become aware of any such conflicts. If any such material irreconcilable conflict arises we will arrange to eliminate and remedy such conflict up to and including establishing a new management investment company and segregating the assets underlying the variable policies and contracts at no cost to the holders of the policies and contracts. For a brief explanation of the conflicts that may be involved in such situations, refer to the section entitled "FMR and Its Affiliates" in the VIPF and VIPF II Prospectuses and the section entitled "Sales and Redemptions" in the PCM Prospectus. The Funds described below distribute dividends and capital gains. However, distributions are automatically reinvested in additional Fund shares, at net asset value. The Sub-Account receives the distributions which are then reflected in the Unit Value of that Sub-Account. See "Accumulation Value". FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIPF) VIPF is a mutual fund currently offering five investment portfolios, each with a different investment objective. MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as is consistent with preserving capital and providing liquidity. The portfolio will invest only in high-quality U.S. dollar denominated money market instruments of domestic and foreign issuers. An investment in the portfolio is not insured or guaranteed by the U.S. Government, and there can be no assurance that the Portfolio will maintain a stable net asset value per share of $1.00. HIGH INCOME PORTFOLIO seeks to obtain a high level of current income by investing primarily in high-yielding, lower-rated fixed-income securities (sometimes referred to as "junk bonds"), while also considering growth of capital. Lower-rated fixed-income securities are considered speculative and involve greater risk of default than higher-rated fixed-income securities and are more sensitive to the issuer's capacity to pay. Consult the VIPF Prospectus for further information on the risks associated with the portfolio's investment in lower-rated fixed-income securities. EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in income-producing equity securities. In choosing these securities the portfolio will also consider the potential for capital appreciation. The portfolio's goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's Composite Index of 500 Stocks. GROWTH PORTFOLIO seeks to achieve capital appreciation. The portfolio normally purchases common stocks, although its investments are not restricted to any one type of security. Capital appreciation may also be found in other types of securities, including bonds and preferred stocks. 37 OVERSEAS PORTFOLIO seeks long term growth of capital primarily through investments in foreign securities. The Overseas Portfolio provides a means for investors to diversify their own portfolios by participating in companies and economies outside of the United States. FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIPF II) VIPF II is a mutual fund currently offering five investment portfolios, each with a different investment objective. Presently, the following four portfolios are available under this Policy. ASSET MANAGER PORTFOLIO seeks high total return with reduced risk over the long-term by allocating its assets among domestic and foreign stocks, bonds and short-term fixed-income instruments. INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current income as is consistent with the preservation of capital by investing in a broad range of investment-grade fixed-income securities. INDEX 500 PORTFOLIO seeks to provide investment results that correspond to the total return (i.e., the combination of capital changes and income) of common stocks publicly traded in the United States. In seeking this objective, the portfolio attempts to duplicate the composition and total return of the Standard & Poor's Composite Index of 500 Stocks while keeping transaction costs and other expenses low. The portfolio is designed as a long-term investment option. CONTRAFUND PORTFOLIO seeks capital appreciation by investing in companies believed to be undervalued due to an overly pessimistic appraisal by the public. The portfolio invests primarily in common stock and securities convertible into common stock, but it has the flexibility to invest in any type of security that may produce capital appreciation. NORTHSTAR VARIABLE TRUST (NORTHSTAR) Northstar is a diversified management investment company currently offering four investment funds, each with a different investment objective. The following two Northstar Funds are available under this Policy. NORTHSTAR INCOME AND GROWTH FUND is a diversified portfolio with an investment objective of seeking current income balanced with the objective of achieving capital appreciation. This Fund will seek to achieve its objective through investments in common and preferred stocks, convertible securities, investment grade corporate debt securities and government securities, selected for their prospects of producing income and capital appreciation. NORTHSTAR MULTI-SECTOR BOND FUND is a diversified portfolio with an investment objective of maximizing current income. This Fund will seek to achieve its objective by investment in the following sectors of the fixed income securities markets: (a) securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities; (b) investment grade corporate debt securities; (c) investment grade or comparable quality debt securities issued by foreign corporate issuers, and securities issued by foreign governments and their political subdivisions, limited to 35% of assets determined at the time of investment; and (d) high yield - high risk fixed income securities of U.S. and foreign issuers, limited to 50% of assets determined at the time of investment. PUTNAM CAPITAL MANAGER TRUST (PCM) PCM is a mutual fund currently offering eleven investment funds, each with a different investment objective. Presently, only the following six funds are available under this Policy. PCM DIVERSIFIED INCOME FUND seeks high current income consistent with capital preservation through U.S. government securities, high-yield higher risk fixed income securities (commonly known as "junk bonds") and international fixed income securities. Consult the PCM Prospectus for further information on the risks associated with this Fund's investments in high-yield higher-risk fixed income securities. 38 PCM GROWTH AND INCOME FUND seeks capital growth and current income by investing primarily in common stocks that offer potential for capital growth, current income, or both. PCM UTILITIES GROWTH AND INCOME FUND seeks capital growth and current income by concentrating its investments in debt and equity securities issued by companies in the public utilities industries. PCM VOYAGER FUND seeks capital appreciation primarily from a portfolio of common stocks which are believed to have potential for capital appreciation which is significantly greater than that of market averages. PCM ASIA PACIFIC GROWTH FUND seeks capital appreciation by investing primarily in securities of companies located in Asia and in the Pacific Basin. The Fund's investments will normally include common stocks, preferred stocks, securities convertible into common stocks or preferred stocks, and warrants to purchase common stocks or preferred stocks. PCM NEW OPPORTUNITIES FUND seeks long-term capital appreciation by investing principally in common stocks of companies in sectors of the economy which Putnam Management believes possess above-average long-term growth potential. ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS We reserve the right, subject to compliance with applicable law, to make additions to, deletions from, or substitutions for the shares that are held by the Variable Account or that the Variable Account may purchase. We reserve the right to eliminate the shares of any of the Funds and to substitute shares of another Fund or of another open-end, registered investment company, if the shares of a Fund are no longer available for investment, or if in our judgment further investment in any Fund should become inappropriate in view of the purposes of the Variable Account. We will not substitute any shares attributable to your interest in a Sub-Account of the Variable Account without notice and prior approval of the SEC, to the extent required by the Investment Company Act of 1940 or other applicable law. Nothing contained herein shall prevent the Variable Account from purchasing other securities of other Funds or classes of policies, or from permitting a conversion between Funds or classes of policies on the basis of requests made by Policy owners. We also reserve the right to establish additional Sub-Accounts of the Variable Account, each of which would invest in a new Fund, or in shares of another investment company, with a specified investment objective. New Sub- Accounts may be established when, in our sole discretion, marketing needs or investment conditions warrant, and any new Sub-Accounts will be made available to existing Policy owners on a basis to be determined by us. We may also eliminate one or more Sub-Accounts if, in our sole discretion, marketing, tax, or investment conditions warrant. In the event of any such substitution or change, we may make such changes in this and other policies as may be necessary or appropriate to reflect such substitution or change. If all or a portion of your investments are allocated to any of the current funds that are being substituted for on the date such substitution is announced, you may surrender the portion of the Accumulation Value funded by such Fund(s) without payment of the associated Surrender Charge. You may transfer the portion of the Accumulation Value affected without payment of a Transfer Charge. If deemed by us to be in the best interests of persons having voting rights under the Policies, the Variable Account may be operated as a management company under the Investment Company Act of 1940, it may be deregistered under that Act in the event such registration is no longer required, or it may be combined with our other separate accounts. VOTING RIGHTS You have the right to instruct us how to vote the Fund shares attributable to the Policy at regular meetings and special meetings of the Funds. We will vote the Fund shares held in Sub-Accounts according to the instructions received, as long as: 39 o The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940; and o The assets of the Variable Account are invested in Fund shares. If we determine that, because of applicable law or regulation, we do not have to vote according to the voting instructions received, we will vote the Fund shares at our discretion. All persons entitled to voting rights and the number of votes they may cast are determined as of a record date, selected by us, not more than 90 days before the meeting of the Fund. All Fund proxy materials and appropriate forms used to give voting instructions will be sent to persons having voting interests. Any Fund shares held in the Variable Account for which we do not receive timely voting instructions, or which are not attributable to Policy owners, will be voted by us in proportion to the instructions received from all Policy owners having a voting interest in the Fund. Any Fund shares held by us or any of our affiliates in general accounts will, for voting purposes, be allocated to all separate accounts having voting interests in the Fund in proportion to each account's voting interest in the respective Fund, and will be voted in the same manner as are the respective account's votes. Owning the Policy does not give you the right to vote at meetings of our stockholders. DISREGARD OF VOTING INSTRUCTIONS. We may, when required by state insurance regulatory authorities, disregard voting instructions if the instructions require that the shares be voted so as to cause a change in the subclassification or investment objective of any Fund or to approve or disapprove an investment advisory contract for any Fund. In addition, we may disregard voting instructions in favor of changes initiated by a Policy owner in the investment policy or the investment adviser of any Fund if we reasonably disapprove of such changes. A change would be disapproved only if the proposed change is contrary to state law or prohibited by state regulatory authorities or we determine that the change would have an adverse effect on the Variable Account in that the proposed investment policy for a Fund may result in speculative or unsound investments. In the event we do disregard voting instructions, a summary of that action and the reasons for such action will be included in the next annual report to owners. GENERAL PROVISIONS BENEFITS AFTER AGE 100 If either of the Joint Insureds is living after age 100 of the younger Joint Insured and the Policy is in force, the Death Benefit will be the Cash Value. OWNERSHIP While the Surviving Joint Insured is alive, subject to the Policy's provisions you may: o Change the amount and frequency of premium payments. o Change the allocation of premiums. o Make transfers between accounts. o Surrender the Policy for cash. o Make a partial withdrawal for cash. o Receive a cash loan. 40 o Assign the Policy as collateral. o Change the beneficiary. o Transfer ownership of the Policy. o Enjoy any other rights the Policy allows. While both Joint Insureds are alive, subject to this policy's provisions, you may: o Change the Death Benefit Option. o Change the Face Amount. PROCEEDS At the Surviving Joint Insured's death, the proceeds payable include the Death Benefit then in force: o Plus any additional amounts provided by rider on the life of the Surviving Joint Insured; o Plus any Policy loan interest that we have collected but not earned; o Minus any Loan Amount; and o Minus any unpaid Monthly Deductions. BENEFICIARY You may name one or more beneficiaries on the application when you apply for the Policy. You may later change beneficiaries by written request. If no beneficiary is surviving when the Surviving Joint Insured dies, the Death Benefit will be paid to you, if surviving, or otherwise to your estate. POSTPONEMENT OF PAYMENTS Payments from the Variable Account for Death Benefits, cash surrender, partial withdrawal, or loans will generally be made within seven days after we receive all the documents required for the payments. We may, however, delay making a payment when we are not able to determine the Variable Accumulation Value because (i) the New York Stock Exchange is closed, other than customary weekend or holiday closings, or trading on the New York Stock Exchange is restricted by the SEC, (ii) the SEC by order permits postponement for the protection of Policyholders, or (iii) an emergency exists, as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Variable Account's net assets. Transfers and allocation to and against any Sub-Account of the Variable Account may also be postponed under these circumstances. Any of the payments described above which are made from the Fixed Account may be delayed up to six months from the date we receive the documents required. We will pay interest at an effective annual rate of 3.50% from the date of the request to the date of payment if we delay payment more than 30 days. No additional interest will be credited to any delayed payments. The time a payment from the Fixed Account may be delayed and the rate of interest paid on such amounts may vary among states. SETTLEMENT OPTIONS 41 Settlement Options are ways you can choose to have the Policy's proceeds paid. These options apply to proceeds paid: o At the Surviving Joint Insured's death. o On total surrender of the Policy. The proceeds are paid to one or more payees. The proceeds may be paid in a lump sum or may be applied to one of the following Settlement Options. Proceeds will be paid in one sum unless one or more Options are requested amd we agree to it. A combination of options may be used. At least $2,500 must be applied to any option for each payee under that option. Under an installment Option, each payment must be at least $25.00. We may adjust the interval between payments to make each payment at least $25.00. Proceeds applied to any Option no longer earn interest at the rate applied to the Fixed Account or participate in the investment performance of the Funds. Option 1 - Proceeds are left with us to earn interest. Withdrawals and any changes are subject to our approval. Option 2 - Proceeds and interest are paid in equal installments of a specified amount until the proceeds and interest are all paid. Option 3 - Proceeds and interest are paid in equal installments for a specified period until the proceeds and interest are all paid. Option 4 - The proceeds provide an annuity payment with a specified number of months "certain". The payments are continued for the life of the primary payee. If the primary payee dies before the certain period is over, the remaining payments are paid to a contingent payee. Option 5 - The proceeds provide a life income for two payees. When one payee dies, the surviving payee receives two-thirds of the amount of the joint monthly payment for life. Option 6 - The proceeds are used to provide an annuity based on the rates in effect when the proceeds are applied. We do not apply this Option if a similar option would be more favorable to the payee at that time. INTEREST ON SETTLEMENT OPTIONS. We base the interest rate for proceeds applied under Options 1 and 2 on the interest rate we declare on funds that we consider to be in the same classification based on the Option, restrictions on withdrawal, and other factors. The interest rate will never be less than an effective annual rate of 3.50%. In determining amounts to be paid under Options 3 and 4, we assume interest at an effective annual rate of 3.50%. Also, for Option 3 and "certain" periods under Option 4, we credit any excess interest we may declare on funds that we consider to be in the same classification based on the Option, restrictions on withdrawal, and other factors. INCONTESTABILITY After the Policy has been in force during both Joint Insured's lifetime for two years from the Policy's Issue Date, we cannot claim the Policy is void or refuse to pay any proceeds unless the Policy has lapsed. If you make a Face Amount increase or a premium payment which requires proof of insurability, the corresponding Death Benefit increase has its own two-year contestable period measured from the date of the increase. If the Policy is reinstated, the contestable period is measured from the date of reinstatement with respect to statements made on the application for reinstatement. Page 42 MISSTATEMENT OF AGE AND SEX If any Joint Insured's age or sex or both are misstated, the Death Benefit will be the amount that the most recent cost of insurance would purchase using the current cost of insurance rate for the correct age and sex. SUICIDE If any Joint Insured commits suicide, whether sane or insane, within two years of the Policy's Issue Date, we do not pay the Death Benefit. Instead, we refund all premiums paid for the Policy and any attached riders, minus any Loan Amounts and partial withdrawals. If you make a Face Amount increase or a premium payment which requires proof of insurability, the corresponding Death Benefit increase has its own two-year suicide limitation for the proceeds associated with that increase. If any Joint Insured commits suicide, whether sane or insane, within two years of the effective date of the increase, we pay the Death Benefit prior to the increase and refund the cost of insurance for that increase. In Colorado and North Dakota, the suicide period is shortened to one year. TERMINATION The Policy terminates when any of the following occurs: o The Policy lapses. See "Policy Lapse and Reinstatement". o The Surviving Joint Insured dies. o The Policy is surrendered for its Cash Surrender Value. o The Policy is amended according to the amendment provision described below and you do not accept the amendment. AMENDMENT We reserve the right to amend the Policy in order to include any future changes relating to the following: o Any SEC rulings and regulations. o The Policy's qualification for treatment as a life insurance policy under the following: -- The Internal Revenue Code of 1986, as amended. -- Internal Revenue Service rulings and regulations. -- Any requirements imposed by the Internal Revenue Service. REPORTS ANNUAL STATEMENT. We will send you an Annual Statement once each year free of charge, showing the Face Amount, Death Benefit, Accumulation Value, Cash Surrender Value, Loan Amount, premiums paid, Planned Periodic Premiums, interest credits, partial withdrawals, transfers, and charges since the last statement. 43 Additional statements are available upon request. We may make a charge not to exceed $50.00 for each additional Annual Statement you request. PROJECTION REPORT. Upon request, we will provide you a report projecting future results based on the Death Benefit Option you specify, the Planned Periodic Premiums you specify, the Accumulation Value of your Policy at the end of the prior Policy Year and any other assumptions specified by you or us (subject to any SEC limitations). We may make a charge not to exceed $50.00 for each Projection Report you request. DIVIDENDS The Policy does not entitle you to participate in our surplus. We do not pay you dividends under the Policy. The Sub-Account receives any dividends paid by the related Fund. Any such dividend is credited to you through the calculation of the Sub-Account's daily Unit Value. COLLATERAL ASSIGNMENT You may assign the benefits of the Policy as collateral for a debt. This limits your rights to the Cash Surrender Value and the beneficiary's rights to the proceeds. An assignment is not binding on us until we receive written notice. OPTIONAL INSURANCE BENEFITS The Policy can include additional benefits, in the form of riders to the Policy, if our requirements for issuing such benefits are met. We currently offer the following benefit riders: POLICY SPLIT OPTION RIDER (PSO) - Allows the policyowner to split the Policy into two individual permanent life insurance policies in the event of a divorce of the Joint Insureds, dissolution of a business partnership of the Joint Insureds, or if there is change in the federal estate tax laws that would eliminate the unlimited marital deduction or reduce by at least 50% the estate payable at death. Evidence of insurability on each Joint Insured may be required to exercise this option. FOUR YEAR TERM RIDER (FTR) - Provides a four year, level term benefit if the Surviving Joint Insured dies during the first four Policy Years. SURVIVORSHIP TERM RIDER (STR) - Provides level term insurance coverage on the death of the Surviving Joint Insured if death occurs before age 100 of the younger Joint Insured. FIRST TO DIE RIDER (FDR) - Provides level term insurance coverage on the first death of the Joint Insureds if death occurs before age 100 of the younger Joint Insured. EXTENDED DEATH BENEFIT GUARANTEE RIDER (EDB) - Extends the Death Benefit Guarantee Period to age 85 of the younger Joint Insured, or age 100 of the younger Joint Insured, or both if a higher monthly premium is paid. FEDERAL TAX MATTERS The following discussion is not intended to be a complete description of the tax status of the Policies. Rather, it provides information about how we believe the tax laws apply in the most commonly occurring circumstances. The tax treatment of certain aspects of the Policies, such as surrenders and partial withdrawals, is uncertain or may be changed by regulations adopted in the future. For these reasons, Policy owners are advised to consult with their own tax advisers with regard to the tax implications of the Policies. POLICY PROCEEDS 44 DEFINITION OF LIFE INSURANCE. In order to qualify as a life insurance contract for federal tax purposes, the Policy must meet the definition of a life insurance contract which is set forth in Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code"). The manner in which Section 7702 should be applied to certain features of the Policy offered in this Prospectus is not directly addressed by Section 7702. We nevertheless believe it is reasonable to conclude that the Policy will meet the Section 7702 definition of a life insurance contract, so that: o The Death Benefit should be fully excludable from the gross income of the beneficiary under Section 101(a)(1) of the Code; and o The Policy owner should not be considered in constructive receipt of the Cash Value, including any increases, until actual cancellation of the Policy. In the absence of final regulations or other pertinent interpretations of Section 7702, however, there is necessarily some uncertainty as to whether a Policy will meet the statutory life insurance contract definition, particularly if it insures substandard risks. If a Policy were determined not to be a life insurance contract for purposes of Section 7702, such Policy would not provide most of the tax advantages normally provided by a life insurance contract. We reserve the right to make changes to the Policy if such changes are deemed necessary to attempt to assure its qualification as a life insurance contract for tax purposes. MODIFIED ENDOWMENT CONTRACTS. In 1988 Congress created a new classification of life insurance policies known as "Modified Endowment Contracts". Policy loans, partial surrenders and partial withdrawals of cash from a policy which is classified as a Modified Endowment Contract are taxable as ordinary income to the Policy owner. Additionally, taxable distributions, if made before the Policy owner is 59 1/2, are subject to a Federal income tax penalty of 10%. Modified Endowment Contract classification may be avoided by limiting the amount of premiums paid under the Policy. If you contemplate a large premium payment under this Policy, and you wish to avoid Modified Endowment Contract classification, you may contact us in writing before making the payment and we will tell you the maximum amount which can be paid into the Policy. AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS. In the case of a pre-death distribution (including a loan, partial withdrawal, collateral assignment or complete surrender) from a Policy that is treated as a modified endowment contract, a special aggregation requirement may apply for purposes of determining the amount of the income on the contract. Specifically, if we or any of our affiliates issue to the same Policy owner more than one modified endowment contract within a calendar year, then for purposes of measuring the income on the Policy with respect to a distribution from any of those Policies, the income on the Policy for all those Policies will be aggregated and attributed to that distribution. TAX TREATMENT OF POLICY SPLIT. The Policy Split Option Rider permits a Policy to be split into two individual Policies upon the occurrence of a divorce of Joint Insureds or certain changes in federal estate tax law. A policy split could have adverse tax consequences; for example, it is not clear whether a policy split will be treated as a nontaxable exchange under Sections 1031 through 1043 of the Code. If a policy split is not treated as a nontaxable exchange, a split could result in the recognition of taxable income in an amount up to any gain in the Policy at the time of the split. In addition, it is not clear whether the individual Policies that result from a policy split would in all circumstances be treated as life insurance contracts for federal income tax purposes and, if so treated, whether the individual contracts would be classified as modified endowment contracts. Before the Policy Owner exercies rights provided by the Policy Split Option Rider, it is important that he or she consults with a competent tax advisor regarding the possible consequences of a policy split. DIVERSIFICATION REQUIREMENTS. Flexible premium variable life insurance policies such as these Policies will be treated as life insurance contracts if they meet the definition of a life insurance contract under the Code and as long as the separate accounts funding them are "adequately diversified" under section 817(h) of the Code and regulations issued by the Treasury Department. If the Variable Account is determined to be not adequately diversified, Policy owners in the Variable Account will be treated as the owners of the underlying assets and thus currently taxable on earnings and gains. The investment adviser of the respective mutual fund investment options has responsibility for maintaining the investment diversification required under the Code. In connection with the issuance of temporary diversification regulations, the Treasury Department stated that it anticipates the issuance of regulations or rulings prescribing the circumstances in which an owner's control of the investments of a separate account may cause the owner, rather than the insurance company, to be treated as the owner of the assets in the account. If the Policy owner is considered the owner of the assets of the separate account, income and gains from the account would be included in the owner's gross income. The ownership rights under the Policy offered in this Prospectus are similar to, but different in certain respects from, those described by the Internal Revenue Service, in rulings in which it determined that the owners were not owners of separate account assets. For example, the owner of the Policy has additional flexibility in allocating payments and cash values. These differences could result in the owner being treated as the owner of the assets of the separate account. In addition, we do not know what standards will be set forth in the regulations or rulings which the Treasury has stated it expects to be issued. We reserve the right to modify the Policy as necessary to attempt to prevent the Policy owner from being considered as owner of the assets of the separate account. DEATH BENEFITS. The Death Benefit proceeds payable under either the Level Amount Option or the Variable Amount Option will be excludable from the gross income of the beneficiary under Section 101(a) of the Code. TAXATION OF DISTRIBUTIONS SURRENDERS AND PARTIAL WITHDRAWALS. A surrender or lapse of the Policy may have tax consequences. Upon surrender, the owner will not be taxed on the Cash Surrender Value except for the amount, if any, that exceeds the gross premiums paid less the untaxed portion of any prior withdrawals. The amount of any Policy loan will, upon surrender or lapse, be added to the Cash Surrender Value and treated, for this purpose, as if it had been received. The treatment of a perferred loan is unclear; such a loan may be considered a withdrawal instead of an indebtedness of the Policy owner. A loss incurred upon surrender is generally not deductible. The tax consequences of a surrender may differ if the proceeds are received under any income payment settlement option. A complete surrender of the Policy will, and a partial withdrawal may, under Section 72(e)(5) of the Code, be included in your gross income to the extent that the distribution exceeds your investment in the Policy. The treatment of a preferred loan is unclear, such a loan may be considered a withdrawal instead of an indebtedness of the contract owner. Withdrawals or partial surrenders generally are not taxable unless the total of such withdrawals exceeds total premiums paid to the date of withdrawal less the untaxed portion of any prior withdrawals. During the first 15 policy years, however, an additional amount may be taxable if the partial surrender results in or is necessitated by a reduction in benefits. A qualified tax adviser should be consulted regarding the tax consequences of any surrender or partial withdrawal during the first 15 policy years. The increase in Accumulation Value of the Policy will not be included in gross income unless and until there is a total surrender or partial withdrawal under the Policy. A complete surrender of the Policy will, and a partial 45 withdrawal may, under Section 72(e)(5) of the Code, be included in your gross income to the extent the distribution exceeds your investment in the Policy. The Unemployment Compensation Amendments of 1992 require us to withhold Federal income tax at the rate of 20% on most distributions from qualified plans, unless the distribution is an "eligible rollover distribution" as defined by the Unemployment Compensation Act of 1992 and the Policy owner files a written request with us for a direct rollover to an individual retirement account as described in 408(b) of the Code, or as applicable, to another qualified plan or a Section 403(b) arrangement that accepts rollovers. POLICY LOANS. Under Section 72(e)(5) of the Code, loans received under the Policy will be generally recognized as loans for tax purposes and will not be considered to be distributions subject to tax. Pursuant to Section 163 of the Code, interest paid to us with respect to the loan may or may not be deductible, depending upon a number of factors. If the Policy is a Modified Endowment Contract, a Policy loan or assignment of any portion of the Accumulation Value will be taxable in an amount equal to the lesser of the amount of the loan/assignment or the excess of Accumulation Value over the Owner's investment in the Policy. Due to the complexity of these factors, a Policy owner should consult a competent tax adviser as to the deductibility of interest paid on any Policy loans. OTHER TAXES. Federal estate taxes and state and local estate, inheritance and other taxes may become due depending on applicable law and your circumstances or the circumstances of the Policy beneficiary if you or the Joint Insured dies. Any person concerned about the estate implications of the Policy should consult a competent tax adviser. OTHER TRANSACTONS In addition, the Policy may be used in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if you are contemplating the use of a Policy in any arrangement the value of which depends in part on its tax consequences, you should be sure to consult a qualified tax advisor regarding the tax attributes of the particular arrangements. TAXATION OF RELIASTAR LIFE INSURANCE COMPANY We do not initially expect to incur any income tax burden upon the earnings or the realized capital gains attributable to the Variable Account. Based on this expectation, no charge is being made currently to the Variable Account for Federal income taxes which may be attributable to the Account. If, however, we determine that we may incur such tax burden, we may assess a charge for such burden from the Variable Account. We may also incur state and local taxes, in addition to premium taxes, in several states. At present these taxes are not significant. If there is a material change in state or local tax laws, charges for such taxes, if any, attributable to the Variable Account, may be made. OTHER CONSIDERATIONS 46 The foregoing discussion is general and is not intended as tax advice. Any person concerned about these tax implications should consult a competent tax adviser. This discussion is based on our understanding of the present Federal income tax laws as they are currently interpreted by the IRS. No representation is made as to the likelihood of continuation of these current laws and interpretations. It should be further understood that the foregoing discussion is not exhaustive and that special rules not described in this Prospectus may be applicable in certain situations. Moreover, no attempt has been made to consider any applicable state or other tax laws. DISTRIBUTION OF THE POLICIES We intend to sell the Policies in all jurisdictions where we are licensed. The Policies will be sold by licensed insurance agents who are also registered representatives of broker-dealers registered with the SEC under the Securities Exchange Act of 1934 who are members of the National Association of Securities Dealers, Inc. The Policies will be distributed by the general distributor, Washington Square Securities, Inc., (WSSI), a Minnesota corporation, which is an affiliate of ours. WSSI is a securities broker-dealer registered with the SEC and is a member of the National Association of Securities Dealers, Inc. It is primarily a mutual funds dealer and has dealer agreements under which it markets shares of more than 50 mutual funds. It also markets limited partnerships and other tax-sheltered or tax-deferred investments, and acts as general distributor (principal underwriter) for variable annuity products issued by us. The Policies may also be sold through other broker-dealers authorized by WSSI and applicable law to do so. Registered representatives of such broker-dealers may be paid on a different basis than described below. Registered representatives who sell the Policies will receive commissions based on a commission schedule. In the first Policy Year, commissions generally will be no more than 40% of the premiums paid up to the annualized Minimum Monthly Premium, plus 2% of additional premiums. In subsequent Policy Years 2 through 10, commissions generally will be 2% of premiums paid in that year. Corresponding commissions will be paid upon a requested increase in Face Amount. In addition, a commission of .15% of the average monthly Accumulation Value during each Policy Year may be paid. Further, registered representatives may be eligible to receive certain overrides and other benefits based on the amount of earned commissions. MANAGEMENT DIRECTORS
TERM PRINCIPAL OCCUPATION EXPIRES AND BUSINESS EXPERIENCE R. Michael Conley 1997 Senior Vice President of ReliaStar Financial Corp. since 1991; Senior Vice President, ReliaStar Employee Benefits of ReliaStar Life Insurance Company since 1986; President of NWNL Benefits Corporation since 1988; Director of subsidiaries of ReliaStar Financial Corp. Richard R. Crowl 1999 Senior Vice President, General Counsel and Secretary of ReliaStar Financial Corp. since 1996; Senior Vice President and General Counsel of ReliaStar Life Insurance Company since 1996; Executive Vice President and General Counsel of Washington Square Advisers, Inc. since 1986; Vice President and Associate General Counsel of ReliaStar Financial Corp. from 1989 to 1996; Vice President and Associate General Counsel of ReliaStar Life Insurance Company from 1985 to 1996; Director and Vice President of subsidiaries of ReliaStar Financial Corp. John H. Flittie 1996 Vice Chairman, President and Chief Operating Officer of ReliaStar Financial Corp. since 1996; President and Chief Operating Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company since 1993; Vice Chairman of United Services Life Insurance Company and ReliaStar Bankers Security Life 47 Insurance Company since 1995; Senior Executive Vice President and Chief Operating Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from 1992 to 1993; Senior Executive Vice President from 1991 to 1992; Executive Vice President and Chief Financial Officer from 1989 to 1991; Director of Community First BankShares, Inc. and subsidiaries of ReliaStar Financial Corp. Wayne R. Huneke 1998 Senior Vice President, Chief Financial Officer and Treasurer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company since 1994; Vice President, Treasurer and Chief Accounting Officer from 1990 to 1994; Director of subsidiaries of ReliaStar Financial Corp. Kenneth U. Kuk 1997 Senior Vice President of ReliaStar Life Insurance Company since 1996; Senior Vice President, Strategic Marketing of ReliaStar Financial Corp. and ReliaStar Life Insurance Company since 1996; Vice President, Investments of ReliaStar Financial Corp. from 1991 to 1996; President and Chief Executive Officer of Washington Square Advisers, Inc. since 1995; Chairman of ReliaStar Mortgage Corporation since 1988; Director of National Commercial Finance Association and subsidiaries of ReliaStar Financial Corp. William R. Merriam 1996 Senior Vice President, Life & Health Reinsurance of ReliaStar Life Insurance Company since 1991; Vice President from 1984 to 1991. David H. Roe 1998 Senior Vice President of ReliaStar Financial Corp. since 1995; Vice Chairman & Chief Executive Officer of ReliaStar Bankers Security Life Insurance Company since 1995; President and Chief Executive Officer of United Services Life Insurance Company since 1995; Chairman & Chief Executive Officer of United Services Life Insurance Company and ReliaStar Bankers Security Life Insurance Company from 1992 to 1995; President and Chief Operating Officer of USLICO Corp. from 1992 to 1995; President of United Services Life Insurance Company from 1991 to 1992; Executive Vice President and Chief Financial Officer, USAA from 1990 to 1991; Director and President of subsidiaries of ReliaStar Financial Corp. Robert C. Salipante 1997 Senior Vice President, Technology of ReliaStar Financial Corp. and ReliaStar Life Insurance Company since 1996; Senior Vice President, Individual Division of ReliaStar Life Insurance Company since 1996; Senior Vice President, Strategic Marketing and Technology of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from 1994 to 1996; Senior Vice President and Chief Financial Officer from 1992 to 1994; Executive Vice President of Ameritrust Corporation from 1988 to 1992; Director of subsidiaries of ReliaStar Financial Corp. Donald L. Swanson 1997 Senior Vice President, ReliaStar Retirement Plans of ReliaStar Life Insurance Company since 1993; Vice President from 1990 to 1993. John G. Turner 1998 Chairman and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company since 1993; Chairman of United Services Life Insurance Company and ReliaStar Bankers Security Life Insurance Company since 1995; Chairman of Northern Life Insurance Company since 1992; Chairman, President and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company in 1993; President and Chief Executive Officer from 1991 to 1993; President and Chief Operating Officer from 1989 to 1991; President and Chief Operating Officer of ReliaStar Life Insurance Company from 1986 to 1991; Director of subsidiaries of ReliaStar Financial Corp. Steven W. Wishart 1996 Senior Vice President and Chief Investment Officer of ReliaStar Financial Corp. since 1989; Senior Vice President of ReliaStar Life Insurance Company since 1981; President and Chief Executive Officer of ReliaStar Investment Research, Inc. since 1996; President of Washington Square Capital Inc. from 1981 to 48 1996; President of WSCR, Inc. from 1986 to 1996; Director of National Benefit Resources Group Services Inc. and subsidiaries of ReliaStar Financial Corp.
The Executive Committee and Finance Committee of our Board of Directors consists of Directors Flittie, Huneke, Roe, Salipante, Crowl and Turner. EXECUTIVE OFFICERS
John G. Turner Chairman and Chief Executive Officer John H. Flittie Vice Chairman, President and Chief Operating Officer R. Michael Conley Senior Vice President Richard R. Crowl Senior Vice President and General Counsel Wayne R. Huneke Senior Vice President, Chief Financial Officer and Treasurer Kenneth U. Kuk Senior Vice President Robert C. Salipante Senior Vice President Steven W. Wishart Senior Vice President and Chief Investment Officer
All of the foregoing executive officers have been officers or employees of ours for the past five years, except Mr. Salipante. Mr. Salipante became employed with the Company on July 6, 1992. Prior to joining the Company, Mr. Salipante was Executive Vice President of the Banking Services Group of Ameritrust Corp. STATE REGULATION We are subject to the laws of the State of Minnesota governing insurance companies and to regulation and supervision by the Insurance Division of the State of Minnesota. An annual statement in a prescribed form is filed with the Insurance Division each year, and in each state we do business, covering our operations for the preceding year and our financial condition as of the end of that year. Our books and accounts are subject to review by the Insurance Division and a full examination of our operations is conducted periodically (usually every three years) by the National Association of Insurance Commissioners. This regulation does not, however, involve supervision or management of our investment practices or policies. In addition, we are subject to regulation under the insurance laws of other jurisdictions in which we operate. We are also subject to supervision and verification by the State of Minnesota regarding participating business allocated to the Participation Fund Account, which was established in connection with the reorganization and demutualization of the Company in 1989. The Participation Fund Account was established for the purpose of maintaining the dividend practices relative to certain policies previously issued by the Company's former Mutual Department. The Participation Fund Account is not a separate account as described under Minnesota Statutes Chapter 61A. An annual examination of the Participation Fund Account is made by independent consulting actuaries representing the Insurance Division of the State of Minnesota. MONTANA RESIDENTS All Policy provisions described in the prospectus that are based on the sex of the Joint Insured should be disregarded. This Policy will be issued on a unisex basis. References made to the rates and mortality tables applicable to this Policy are to be disregarded and substituted with an 80% male 20% female blend of the 1980 Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables, age Last Birthday. LEGAL PROCEEDINGS 49 There are no legal proceedings to which the Variable Account is a party. We are engaged in litigation of various kinds; however, our management does not believe that any of this litigation is of material importance in relation to our total assets. BONDING ARRANGEMENTS An insurance company blanket bond is maintained providing $25,000,000 coverage for our officers and employees and those of Washington Square Securities, Inc., (WSSI), subject to a $500,000 deductible. LEGAL MATTERS Legal matters in connection with the Variable Account and the Policy described in this Prospectus have been passed upon by Robert B. Saginaw, Esquire, Attorney for the Company. EXPERTS The financial statements of ReliaStar's Select*Life Variable Account as of December 31, 1995 and for each of the three years then ended and the annual financial statements of ReliaStar Life Insurance Company included in this Prospectus have been audited by _____________________, independent auditors, as stated in their reports which are included herein, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Actuarial matters included in this Prospectus have been examined by Craig A. Krogstad, F.S.A., M.A.A.A., as stated in the opinion filed as an exhibit to the Registration Statement. REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION A Registration Statement has been filed with the SEC under the Securities Act of 1933 with respect to the Policies. This Prospectus does not contain all information included in the Registration Statement, its amendments and exhibits. For further information concerning the Variable Account, the Funds, the Policies and us, please refer to the Registration Statement. Statements in this Prospectus concerning provisions of the Policy and other legal documents are summaries. Please refer to the documents as filed with the SEC for a complete statement of the provisions of those documents. Information may be obtained from the SEC's principal office in Washington, D.C., for a fee it prescribes, or examined there without charge. FINANCIAL STATEMENTS The financial statements for the Variable Account reflect the operations of the Variable Account and its Sub-Accounts as of December 31, 1995 and for each of the three years in the period then ended. Although the financial statements are audited, the periods they cover are not necessarily indicative of the longer term performance of the assets held in the Variable Account. The financial statements of ReliaStar Life Insurance Company which are included in this Prospectus should be distinguished from the financial statements of the Variable Account and should be considered only as bearing upon the ability of ReliaStar Life Insurance Company to meet its obligations under the Policies. They should not be considered as bearing on the investment performance of the assets held in the Variable Account. 50 APPENDIX A THE FIXED ACCOUNT The Fixed Account consists of all of our assets other than those in our separate accounts. We have complete ownership and control of all of the assets of the Fixed Account. Because of exemptions and exclusions contained in the Securities Act of 1933 and the Investment Company Act of 1940, the Fixed Account has not been registered under these acts. Neither the Fixed Account nor any interest in it is subject to the provisions of these acts and as a result the SEC has not reviewed the disclosures in this Prospectus relating to the Fixed Account. However, disclosures relating to the Fixed Account are subject to generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. We guarantee both principal and interest on amounts credited to the Fixed Account. We credit interest at an effective annual rate of at least 4%, independent of the investment experience of the Fixed Account. From time to time, we may guarantee interest at a rate higher than 4%. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 4% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4% FOR A GIVEN YEAR. We do not use a specific formula for determining excess interest credits. However, we consider the following: o General economic trends, o Rates of return currently available on our investments, o Rates of return anticipated in our investments, regulatory and tax factors, and o Competitive factors. We are not aware of any statutory limitations to the maximum amount of interest we may credit and our Board of Directors has not set any limitations. The Fixed Accumulation Value of the Policy is the sum of the Net Premiums credited to it in the Fixed Account. It is increased by transfers and Loan Amounts from the Variable Account, and interest credits. It is decreased by Monthly Deductions and partial withdrawals taken from it in the Fixed Account and transfers to the Variable Account. The Fixed Accumulation Value will be calculated at least monthly on the monthly anniversary date. You may transfer all or part of your Fixed Accumulation Value to the Sub-Accounts of the Variable Account, subject to the following transfer limitations: o The request to transfer must be postmarked no more than 30 days before the Policy Anniversary and no later than 30 days after the Policy Anniversary. Only one transfer is allowed during this period. o The Fixed Accumulation Value after the transfer must be at least equal to the Loan Amount. o No more than 50% of the Fixed Accumulation Value (minus any Loan Amount) may be transferred unless the balance, after the transfer, would be less than $1,000. If the balance would be less than $1,000, the full Fixed Accumulation Value (minus any Loan Amount) may be transferred. o You must transfer at least: _ $500, or _ the total Fixed Accumulation Value (minus any Loan Amount) if less than $500. 51 We make the Monthly Deduction from your Fixed Accumulation Value in proportion to the total Accumulation Value of the Policy. The Surrender Charge described in the Prospectus applies to the total Accumulation Value, which includes the Fixed Accumulation Value. If the Owner surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value will be reduced by any applicable Surrender Charge, any Loan Amount and unpaid Monthly Deductions applicable to the Fixed Account. 52 APPENDIX B CALCULATION OF ACCUMULATION VALUE The Accumulation Value of the Policy is equal to the sum of the Variable Accumulation Value plus the Fixed Accumulation Value. VARIABLE ACCUMULATION VALUE The Variable Accumulation Value is the total of your values in each Sub-Account. The value for each Sub-Account is equal to: 1 multiplied by 2, where: 1 Is your current number of Accumulation Units (described below). 2 Is the current Unit Value (described below). The Variable Accumulation Value will vary from Valuation Date to Valuation Date (described below) reflecting changes in 1 and 2 above. ACCUMULATION UNITS. When transactions are made which affect the Variable Accumulation Value, dollar amounts are converted to Accumulation Units. The number of Accumulation Units for a transaction is found by dividing the dollar amount of the transaction by the current Unit Value. The number of Accumulation Units for a Sub-Account increases when: o Net Premiums are credited to that Sub-Account; or o Transfers from the Fixed Account or other Sub-Accounts are credited to that Sub-Account. The number of Accumulation Units for a Sub-Account decreases when: o You take out a Policy loan from that Sub-Account; o You take a partial withdrawal from that Sub-Account; o We take a portion of the Monthly Deduction from that Sub-Account; or o Transfers are made from that Sub-Account to the Fixed Account or other Sub-Accounts. UNIT VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal to the previous Unit Value times the Net Investment Factor for that Sub-Account (described below) for the Valuation Period (described below) ending on that Valuation Date. The Unit Value was initially set at $10 when the Sub-Account first purchased Fund shares. NET INVESTMENT FACTOR. The Net Investment Factor is a number that reflects charges to the Policy and the investment performance during a Valuation Period of the Fund in which a Sub-Account is invested. If the Net Investment Factor is greater than one, the Unit Value is increased. If the Net Investment Factor is less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-Account is determined by dividing 1 by 2. (1/2), where: 1 Is the result of: 53 o The net asset value per share of the Fund shares in which the Sub-Account invests, determined at the end of the current Valuation Period; o Plus the per share amount of any dividend or capital gain distributions made on the Fund shares in which the Sub-Account invests during the current Valuation Period; o Plus or minus a per share charge or credit for any taxes reserved which we determine has resulted from the investment operations of the Sub-Account and to be applicable to the Policy. 2 Is the result of: o The net asset value per share of the Fund shares held in the Sub-Account, determined at the end of the last prior Valuation Period; o Plus or minus a per share charge or credit for any taxes reserved for during the last prior Valuation Period which we determine resulted from the investment operations of the Sub-Account and was applicable to the Policy. VALUATION DATE; VALUATION PERIOD. A Valuation Date is each day the New York Stock Exchange is open for business except for a day that a Sub-Account's corresponding Fund does not value its shares. A Valuation Period is the period between two successive Valuation Dates, commencing at the close of business of a Valuation Date and ending at the close of business on the next Valuation Date. FIXED ACCUMULATION VALUE The Fixed Accumulation Value on the Policy Date is your Net Premium credited to the Fixed Account on that date minus the Monthly Deduction applicable to the Fixed Accumulation Value for the first Policy Month. After the Policy Date, the Fixed Accumulation Value is calculated as: 1 + 2 + 3 + 4 - 5 - 6, where: 1 Is the Fixed Accumulation Value on the preceding Monthly Anniversary, plus interest from the Monthly Anniversary to the date of the calculation. 2 Is the total of your Net Premiums credited to the Fixed Account since the preceding Monthly Anniversary, plus interest from the date premiums are credited to the date of the calculation. 3 Is the total of your transfers from the Variable Account to the Fixed Account since the preceding Monthly Anniversary, plus interest from the date of transfer to the date of the calculation. 4 Is the total of your Loan Amount transferred from the Variable Account since the preceding Monthly Anniversary. 5 Is the total of your transfers to the Variable Account from the Fixed Account since the preceding Monthly Anniversary, plus interest from the date of transfer to the date of the calculation. 6 Is the total of your partial withdrawals from the Fixed Account since the preceding Monthly Anniversary, plus interest from the date of withdrawal to the date of the calculation. If the date of the calculation is a Monthly Anniversary, we also reduce the Fixed Accumulation Value by the applicable Monthly Deduction for the Policy Month following the Monthly Anniversary. 54 The minimum interest rate applied in the calculation of the Fixed Accumulation Value is an effective annual rate of 4%. Interest in excess of the minimum rate may be applied in the calculation of your Fixed Accumulation Value in a manner which our Board of Directors determines. 55 APPENDIX C ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES, CASH SURRENDER VALUES, AND DEATH BENEFITS The following tables illustrate how the Accumulation Values, Cash Surrender Values, and Death Benefits of a Policy may change with the investment experience of the Variable Account. The tables show how the Accumulation Values, Cash Surrender Values, and Death Benefits of a Policy issued to two hypothetical Joint Insureds (who pay the given Planned Periodic Premiums annually) would vary over time if the investment return of the assets held in the Funds were a uniform, gross, after-tax, annual rate of 0 percent, 6 percent or 12 percent. The tables on pages C-2 through C-7 illustrate a Policy issued to a male Joint Insured Age 55 and a female Joint Insured Age 55 both in a standard Rate Class and qualifying for non-smoker rates. The Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if either Joint Insured were in a substandard Rate Class or did not qualify for the nonsmoker rates because the cost of insurance would be increased. The Accumulation Values, Cash Surrender Values and Death Benefits would be different from those shown if the gross annual investment returns averaged 0 percent, 6 percent, and 12 percent over a period of years, but fluctuated above and below those averages for individual Policy Years. Within the tables, the second and fifth columns illustrate the Accumulation Value of the Policy over the designated period. The Accumulation Value is the total amount that a Policy provides for investment at any time. The third and sixth columns illustrate the Cash Surrender Value of a Policy over the designated period. The Cash Surrender Value is equal to the Accumulation Value less any Surrender Charges, Loan Amount (assumed to be zero in these illustrations) and unpaid Monthly Deductions (also assumed to be zero). The fourth and seventh columns illustrate the Death Benefit of a Policy over the designated period. The second, third, and fourth columns assume that throughout the life of the Policy, the monthly charge for the cost of insurance, the Monthly Mortality and Expense Charge and the Monthly Administrative Charge are based upon the maximums (i.e., guaranteed) permitted in the policy. The maximum allowable cost of insurance rates are based on the 1980 Commissioners Standard Ordinary Mortality Tables for Nonsmokers and Smokers. The fifth, sixth, and seventh columns assume that the monthly charge for cost of insurance, the Monthly Mortality and Expense Charge, and the Monthly Administrative Charge are based on the current amounts expected to be charged. The Death Benefits also vary between tables depending upon whether the Level Amount Death Benefit Option (Tables at pages C-2 through C-4) or the Variable Amount Death Benefit Option (Tables at pages C-5 through C-7) is illustrated. The amounts shown for the Accumulation Values, Cash Surrender Values, and Death Benefits reflect the fact that the net investment return of the Sub-Accounts of the Variable Account is lower than the gross, after-tax return on the assets held in the Funds as a result of the Funds' operating expenses. The values shown take into account the daily total operating expenses paid by the available portfolios of the VIPF, VIPF II, Northstar and PCM which together are assumed to be at an average annual rate of 0.74% for all years. This figure is derived based on an average of the Funds' 1995 operating expenses net of any limitations on such expenses paid by the Funds. Thus, the illustrated gross annual investment rates of return of 0 percent, 6 percent, and 12 percent correspond to approximate net annual rates of return of -0.74%, 5.26%, and 11.26%, respectively. The hypothetical values shown in the tables do not reflect any charges for Federal income taxes attributable to the Variable Account because we do not currently make any such charges. However, such charges may be made in the future and, in that event, the gross annual investment return would have to exceed 0 percent, 6 percent, or 12 percent by an amount sufficient to cover the tax charges in order to produce the Accumulation Values, Cash Surrender Values, and Death Benefits illustrated. (See section entitled "Federal Tax Matters" in the prospectus). The tables illustrate the Policy values that would result based upon the hypothetical rates of return if premiums are paid as indicated, if all Net Premiums are allocated to the Variable Account, and if no Policy loans have been made. The tables are also based on the assumptions that the Policy owner has not requested an increase or decrease in the Face Amount, that no partial withdrawals have been made, that no transfers have been made, and total operating expenses of the Funds continue as anticipated. Actual results will depend on the expenses and performance of the investment choice made by the owner. Upon request, we will provide a comparable illustration based upon each proposed Joint Insureds' Age, sex, underwriting classification, the Face Amount and Planned Periodic Premium schedule requested, and any available riders requested. 56 UNDERTAKINGS TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities and Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. RULE 484 UNDERTAKING Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforeable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. "REASONABLENESS" REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF 1940 The fees and charges deducted under the survivorship flexible premium variable life insurance policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by ReliaStar Life Insurance Company. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, Registrant has duly caused this Registration Statement to be signed on its behalf, in the City of Minneapolis, and State of Minnesota, on the 20th day of December, 1996. SELECT*LIFE VARIABLE ACCOUNT (Registrant) By: RELIASTAR LIFE INSURANCE COMPANY (Depositor) By: /s/ John G. Turner ------------------------------------ John G. Turner, Chairman and Chief Executive Officer As required by the Securities Act of 1933 and the Investment Company Act of 1940, Depositor has caused this Registration Statement to be signed on its behalf, in the City of Minneapolis and State of Minnesota, on this 20th day of December, 1996. RELIASTAR LIFE INSURANCE COMPANY (Depositor) By: /s/ John G. Turner ------------------------------------ John G. Turner, Chairman and Chief Executive Officer As required by the Securities Act of 1933, this Registration Statement has been signed on this 20th day of December, 1996 by the following directors and officers of Depositor in the capacities indicated: /s/ John G. Turner Chairman and Chief Executive Officer - --------------------------- John G. Turner /s/ Wayne R. Huneke Senior Vice President and Chief Financial Officer - --------------------------- (Principal Accounting Officer) Wayne R. Huneke R. Michael Conley Kenneth U. Kuk Donald L. Swanson Richard R. Crowl William R. Merriam John G. Turner John H. Flittie David H. Roe Steven W. Wishart Wayne R. Huneke Robert C. Salipante * A majority of the Board of Directors *Robert B. Saginaw, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of ReliaStar Life Insurance Company pursuant to powers of attorney duly executed by such persons. /s/ Robert B. Saginaw ---------------------------------- Robert B. Saginaw, Attorney-In-Fact PART II Contents of Registration Statement This Registration Statement comprises the following papers and documents: The Facing Sheet. The general form of Prospectus, consisting of 56 pages. Undertakings to file reports. Rule 484 Undertaking. "Reasonableness" Representation Pursuant to Section 26 (e)(2)(A) of the Investment Act of 1940. The signatures. Written consents of the following persons; 1. Robert B. Saginaw - Filed as part of EX-99.2. 2. Craig A. Krogstad, FSA, MAAA - Filed as part of EX-99.C6. 3. To be filed by Pre-Effective Amendment. The following exhibits: 1. The following exhibits correspond to those required by Paragraph A of the instructions as to exhibits in Form N-8B-2: A. (1) Resolutions of Board of Directors of Northwestern National Life Insurance Company ("NWNL") establishing the Select*Life Variable Account. Filed as part of EX-99 1.A.(1). (2) Not applicable. (3) (a) General Distributor Agreement between Washington Square Securities Inc. and NWNL. Filed as part of EX-99.A3A. (b) Specimens of Selling Agreements. Filed as part of EX-99.A3B. (4) Not applicable. (5) Form of Policy available (together with available Policy riders). Filed as part of EX-99.A7. (6) (a) Amended Articles of Incorporation of ReliaStar Life Insurance Company. Filed as part of EX-99.A6. (6) (b) Amended By-laws of ReliaStar Life Insurance Company. Filed as part of EX-99.A6. (7) Not applicable. (8) (a) Participation Agreement with Fidelity's Variable Insurance Products Fund and Fidelity Distributors Corporation and Amendments Nos. 1-8. Filed as part of EX-99.8(a). (8) (b) Participation Agreement with Fidelity's Variable Insurance Products Fund II and Fidelity Distributors Corporation and Amendments Nos. 1-7. Filed as part of EX-99.8(b). (8) (c) Participation Agreement with Putnam Capital Manager Trust and Putnam Mutual Funds Corp. and Amendments Nos. 1-2. Filed as part of EX-99.8(c). (9) Not applicable. (10) Policy application. Filed as part of EX-99.A.9. 2. Opinion and consent of Robert B. Saginaw, Esquire, as to the legality of the Securities being registered. See EX-99.2. 3. Not applicable. 4. Not applicable. EX-99.C1. Auditor's Consent. To be filed by Pre-Effective Amendment. EX-99.C2. Not applicable. EX-99.C3. Not applicable. EX-99.C4. See EX-99.2. EX-99.C5. Not applicable. EX-99.C6. Actuarial Opinion and Consent. EX-99.D1. Memorandum describing ReliaStar Life's issuance, transfer and redemption procedures for the Policies and ReliaStar Life's procedure for conversion to a fixed benefit policy. EX-24. Powers of Attorney. R. Michael Conley Richard R. Crowl John H. Flittie Wayne R. Huneke Kenneth U. Kuk William R. Merriam David H. Roe Robert C. Salipante Donald L. Swanson John G. Turner Steven W. Wishart EX-27. Financial Data Schedule. To be filed as a Pre-Effective Amendment. EX-1.A.(1) 2 RESOLUTIONS OF BOARD OF DIRECTORS EXHIBIT 1.A.(1) The Chairman advised that the next matter for consideration were certain authorizations relating to the Company's plans for variable life insurance. Such business requires the establishment of a so-called "separate account" under Minnesota law which becomes the vehicle to hold investment assets which are allocable to, and measure the values in, such variable life insurance policies. The Chairman explained that since variable life insurance is treated as a "security" under federal securities regulatory laws, it is necessary for the Company to file a registration statement with the Securities and Exchange Commission in connection with its plans. The Chairman then responded to several questions. Upon motion and second, it was unanimously RESOLVED, That pursuant to Minnesota Statutes, Sections 61A.13 to 61A.21, as amended, the Company hereby establishes a Separate Account to be known as Select*Life Variable Account provided that if such name is not available for use by the Company when the first policy is issued, the name of the Account shall be as determined by the Chairman and Chief Executive Officer of the Company. The Account shall be in the Stock Department of the Company and all assets in the Account shall be for the exclusive benefit of the variable policies issued by or from the Account and shall not be chargeable with liabilities arising out of any other business the Company may conduct, but shall be held and applied exclusively for the benefit of such policies. RESOLVED, That the officers of the Company and each of them are hereby authorized for and on behalf of the Company to register the Account with the Securities and Exchange Commission under the Investment Company Act of 1940 and the Securities Act of 1933 or to seek any available exemptions from such acts for the Account and policies to be issued therefrom and to take such other and further action in connection therewith as such officer or officers may deem necessary or advisable. RESOLVED, That John E. Pearson, John G. Turner, Royce N. Sanner, Karl E. Wolf, Gerald T. Flom and W. Smith Sharpe, Jr., and each or any one of them, are hereby made, constituted and appointed attorneys-in-fact, with full power of substitution, for and on behalf of the Company, to execute and file with the Securities and Exchange Commission such notifications, registration statements and applications for exemptions to be filed under the 1940 Act and the 1933 Act, and such amendments, exhibits and other supporting documents thereto, and such other documents in connection therewith, as such attorneys-in- fact, or any one of them, may deem necessary or advisable, and the President or any Vice President of the Company is hereby authorized, for and on behalf of the Company to execute a power of attorney in favor of said attorneys-in-fact. There being no further business, the meeting was adjourned. /s/ Royce N. Sanner, Secretary EX-99.A3A 3 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT AGREEMENT made this 2nd day of December, 1996, between ReliaStar Life Insurance Company, a Minnesota corporation, (ReliaStar Life) on its own behalf and on behalf of the Select*Life Variable Account (Variable Account) and Washington Square Securities, Inc. (WSSI) which is a member of the National Association of Securities Dealers, Inc. (NASD) and is registered as a broker-dealer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the "1934 Act"). WHEREAS, ReliaStar Life was, until August 1, 1996 known as Northwestern National Life Insurance Company (Northwestern); and, WHEREAS, Northwestern has previously entered into a Distribution Agreement dated January 15, 1993 for itself and on behalf of the Select*Variable Account (Variable Account) with its affiliated company, Washington Square Securities, Inc. for the distribution of Variable Contracts issued by Northwestern; and, WHEREAS, ReliaStar Life wishes to amend and restate such Agreement to reflect Northwester's name change to ReliaStar Life effective August 1, 1996; and, WHEREAS, ReliaStar Life sells variable life insurance contracts (Contracts), assets for which are allocated to the Variable Account, a separate investment account. ReliaStar Life proposes to sell additional Contracts to commence after the effectiveness of the Registration Statement relating to the Contract and Variable Account filed with the Securities and Exchange Commission on Form S-6 pursuant to the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"); and WHEREAS, WSSI is a wholly owned subsidiary of ReliaStar Financial Corp., a holding company and the parent of ReliaStar Life, which desires to retain WSSI as the General Distributor and Principal Underwriter to distribute and sell to the public the Contracts issued by ReliaStar Life and WSSI is willing to render such services. NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows: 1. PRINCIPAL UNDERWRITER. ReliaStar Life hereby appoints WSSI, during the term of this Agreement, subject to the registration requirements of the 1933 Act and the 1940 Act to be the General Distributor and Principal Underwriter for the sale of Contracts to the public in each state and other jurisdictions in which the contracts may be lawfully sold. WSSI shall offer the Contracts for sale and distribution at prices set by 1 ReliaStar Life, through its own representatives and through other broker dealers contracted under a Selling Agreement as described in Paragraph 2 of this Agreement. 2. SELLING AGREEMENTS. WSSI is hereby authorized to enter into separate written agreements, on such terms and conditions as WSSI and ReliaStar Life determine are not inconsistent with this Agreement, with other broker-dealers that agree to participate as a broker-dealer in the distribution of the Contracts and to use their best efforts to solicit applications for Contracts. Any such broker-dealer (hereinafter "Broker"), shall be registered as a broker-dealer under the 1934 Act and shall be a member of the NASD. ReliaStar Life shall undertake to appoint Broker's qualified agents or representatives as life insurance agents of ReliaStar Life, provided that ReliaStar Life reserves the right to refuse to appoint any proposed representative or agent, or once appointed, to terminate such appointment. 3. SUITABILITY. ReliaStar Life desires to ensure that Contracts will be sold to purchasers for whom the Contract will be suitable. WSSI shall take reasonable steps to ensure that the registered representatives of WSSI shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe the purchase of the Contract is suitable for such applicant, and shall impose similar obligations upon Brokers. 4. CONFORMITY WITH REGISTRATION STATEMENT AND APPROVED SALES MATERIALS. In performing its duties as General Distributor, WSSI will act in conformity with the Prospectus and with the instructions and directions of ReliaStar Life, the requirements of the 1933 Act, the 1940 Act, the 1934 Act, and all other applicable federal and state laws and regulations. WSSI shall not give any information nor make any representations, concerning any aspect of the Contract or of ReliaStar Life's operations to any persons or entity unless such information or representations are contained in the Registration Statement and the pertinent prospectus filed with the Securities and Exchange Commission, or are contained in sales or promotional literature approved ReliaStar Life. WSSI will not use and will take reasonable steps to ensure by representatives will not use any sales promotion material and advertising which has not been previously approved by ReliaStar Life. WSSI shall impose similar obligations upon Brokers contracted under a Selling Agreement as described in Paragraph 2 of this Agreement. 5. APPLICATIONS. Completed applications for Contracts solicited by WSSI through its agents or representatives shall be transmitted directly to ReliaStar Life. All payments under the Contracts shall be made by check payable to ReliaStar Life or by other method acceptable to ReliaStar Life, and if received by WSSI, shall be held at all times in a fiduciary capacity and remitted promptly to ReliaStar Life. 6. STANDARD OF CARE. WSSI shall be responsible for exercising reasonable care in carrying out the provisions of this Agreement. 2 7. RECORDS AND REPORTS. ReliaStar Life shall maintain and preserve such records as are required of it, WSSI and the Variable Account, by applicable laws and regulations with regard to the offer and sale of variable life insurance. The books, accounts, and records of ReliaStar Life, the Variable Account and WSSI shall be maintained by ReliaStar Life so as to clearly and accurately disclose the nature and details of the transactions. ReliaStar Life agrees that it will maintain and preserve all such records in conformity with the requirements of the 1934 Act, to the extent such requirements are applicable to variable life insurance. ReliaStar Life further agrees that all such records shall be and are maintained and held in conformity with the 1934 Act and said records are and shall remain at all times available to WSSI. 8. COMPENSATION. For the services rendered under this Agreement, ReliaStar Life shall pay WSSI fifteen percent (15%) of first year agents commissions. ReliaStar Life shall arrange for the payment of commissions to those Brokers that sell Contracts under agreements entered into pursuant to Section 2, hereof, and to wholesalers that solicit brokers to sell Contracts under agreements entered into pursuant to Section 2, hereof, in amounts as may be agreed to by ReliaStar Life and WSSI specified in such written agreements. 9. INVESTIGATION AND PROCEEDINGS. WSSI and ReliaStar Life agree to cooperate fully in any regulatory investigation or proceeding or judicial proceeding arising in connection with the contracts distributed under this Agreement. WSSI further agrees to furnish regulatory authorities with any information or reports in connection with such services which may be requested in order to ascertain whether the operations of ReliaStar Life and the Variable Account are being conducted in a manner consistent with Applicable laws and regulations. WSSI and ReliaStar Life further agree to cooperate fully in any securities regulatory investigation or proceeding with respect to ReliaStar Life, WSSI, their affiliates and their agents or representatives to the extent that such investigation or proceeding is in connection with Contracts distributed under this Agreement. Without limiting the foregoing: (a) WSSI will be notified promptly of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by ReliaStar Life with respect to WSSI or any agent or representative of a Broker which may affect ReliaStar Life's issuance of any Contract sold under this Agreement; and (b) WSSI will promptly notify ReliaStar Life of any customer complaint or notice of any regulatory investigation or proceeding received by WSSI or its affiliates with respect to WSSI or any agent or representative a Broker in connection with any Contract distributed under this Agreement or any activity in connection with any such Contract. 10. EMPLOYEES. WSSI will not employ, except with the poor written approval of the Commissioner of Insurance of the States of California and Texas, in any material 3 connection with the handling of the Variable Accounts assets any person who, to the knowledge of WSSI: (a) in the last 10 years has been convicted of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, or involving violations of Section 1341, 1342, or 1343 of Title 18, United States Code; or (b) within the last 10 years has been found by any state regulatory authority to have violated or has acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or (c) within the last 10 years has been found by any federal or state regulatory authorities to have violated or have acknowledged violation of any revision of federal or state securities laws involving fraud, deceit, or knowing misrepresentation. 11. TERMINATION. This Agreement may be terminated at any reason, for any either party on 60 days' written notice to the other party, without the payment of any penalty. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder, including commissions on purchase payments subsequently received for Contracts in effect at time of termination, and the agreements contained in Sections 8 and 9 hereof. 12. ASSIGNMENT. This Agreement is not assignable by either party. 13. REGULATION. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, and applicable state insurance law and other applicable law, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. 14. NOTICES. Notices of any kind to be given to WSSI by ReliaStar Life or the Variable Account shall be in writing and shall be duly given if mailed, first class postage prepaid, or delivery to the President of WSSI at 20 Washington Avenue South, Minneapolis, MN 55401, or at such other address or to such individual as shall be specified by WSSI. Notices of any kind to be given to ReliaStar Life or the Variable Account shall be in writing and shall be duly given if mailed, first class postage prepaid, or delivered to them at 20 Washington Avenue South, Minneapolis, Minnesota 55401, Attention: Senior Vice President, Individual Insurance Division, or at such other address or to such individual as shall be specified by ReliaStar Life. 15. SEVERABILITY. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 4 16. GOVERNING LAW. This Agreement shall be construed and enforced in ccordance with and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. RELIASTAR LIFE INSURANCE COMPANY By: _____________________________ Title: _____________________________ By: _____________________________ Title: _____________________________ WASHINGTON SQUARE SECURITIES, INC. By: _____________________________ Title: _____________________________ By: _____________________________ Title: _____________________________ 5 EX-99.3(B)-BROKERDEA 4 FORM OF BROKER-DEALER AGENCY SELLING AGREEMENTS "A" BROKER DEALER AGENCY SELLING AGREEMENT This Agreement is made among the following three parties: 1. RELIASTAR LIFE INSURANCE COMPANY 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 a Minnesota domiciled stock life insurance company (hereinafter "INSURER"); and, 2. WASHINGTON SQUARE SECURITIES, INC. 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 an affiliate of Insurer, registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") (hereinafter "GENERAL DISTRIBUTOR"); and, 3. ------------------------------ ------------------------------ Street ------------------------------ City State ZIP registered as a broker-dealer with the SEC and a member of the NASD and licensed as an insurance agency (hereinafter "BROKER-DEALER"). RECITALS: Whereas, Broker-Dealer is licensed as an insurance agency in order to satisfy state insurance law requirements with respect to the sale of traditional life insurance policies as well as variable insurance products which are registered securities with the SEC. Whereas, the parties wish to enter into an agreement for the distribution of Variable Contracts and Traditional Life Insurance Policies by Broker-Dealer; and Whereas, Insurer has appointed General Distributor as principal underwriter and distributor (as those terms are defined by the Investment Company Act of 1940) of the Variable Contracts and has authorized General Distributor to enter into selling agreements with registered broker-dealers for the solicitation and sale of Variable Contracts; and, Whereas, Insurer and General Distributor propose to have Broker-Dealer's registered representatives who are licensed as life insurance/variable contract agents in appropriate jurisdictions ("Representatives") solicit and sell Variable Contracts and Traditional Life Insurance Policies; and, Whereas, Insurer and General Distributor propose to have Broker-Dealer provide certain supervisory and administrative services as hereinafter described with respect to the solicitation and sales of Variable Contracts and Traditional Life Insurance Policies. NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties now agree as follows: 1. DEFINITIONS In this Agreement, (a) The words "Variable Contract" shall mean those variable life insurance policies and variable annuity contracts identified in Section 1 of Compensation Schedule A attached hereto, and as may hereafter be amended. Insurer may in its sole discretion and without notice to Broker Dealer, suspend sales of any Variable Contracts or amend any policies or contracts evidencing such Variable Contracts if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Broker Dealer prior to suspending sales of any Variable Contracts or amending any policies or contracts evidencing such Variable Contracts. Insurer may issue and propose additional or successor products, in which event Broker Dealer will be informed of the product and its related Commission Schedule. If Broker Dealer does not agree to distribute such product(s), it must notify Insurer in writing within 30 days of receipt of the Commission Schedule for such product(s). If Broker Dealer does not indicate disapproval of the new product(s) or the terms contained in the related Commission Schedule, Broker Dealer will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Commission Schedule which shall be attached to and made a part of this Agreement. (b) The words "Traditional Life Insurance Policy" shall mean those life insurance policies and annuity contracts identified in Section 2 of Compensation Schedule A attached hereto, and as may hereafter be amended. 2 Insurer may in its sole discretion and without notice to Broker Dealer, suspend sales of any Traditional Life Insurance Policies or amend any policies or contracts evidencing such Traditional Life Insurance Policies if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Broker Dealer prior to suspending sales of any Traditional Life Insurance Policies or amending any policies or contracts evidencing such Traditional Life Insurance Policies. Insurer may issue and propose additional or successor products, in which event Broker Dealer will be informed of the product and its related Compensation Schedule. If Broker Dealer does not agree to distribute such product(s), it must notify Insurer in writing within 30 days of receipt of the Compensation Schedule for such product(s). If Broker Dealer does not indicate disapproval of the new product(s) or the terms contained in the related Compensation Schedule, Broker Dealer will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Compensation Schedule which shall be attached to and made a part of this Agreement. 2. AGENCY APPOINTMENT On the effective date, Insurer and General Distributor appoint Broker Dealer and Broker Dealer accepts the appointment to solicit sales of and to sell Variable Contracts and Traditional Life Insurance Policies, pursuant to the terms of this Agreement. 3. DUTIES OF BROKER DEALER (a) SUPERVISION OF REPRESENTATIVES. Broker Dealer shall have full responsibility for the training and supervision of all Representatives who are engaged directly or indirectly in the offer or sale of the Variable Contracts, and all such persons shall be subject to the control of Broker Dealer with respect to such persons' securities regulated activities in connection with the Variable Contracts. Broker Dealer will cause the Representatives to be trained in the sale of the Variable Contracts, will cause such Representatives to qualify under applicable federal and state laws to engage in the sale of the Variable Contracts; will cause such Representatives to be registered representatives of Broker Dealer before such Representatives engage in the solicitation of applications for the Variable Contracts; and will cause such Representatives to limit solicitation of applications for the Variable Contracts to jurisdictions where Insurer has authorized such solicitation. Broker Dealer shall cause such Representatives' qualifications to be certified to the satisfaction of General Distributor and shall notify General Distributor if any Representative ceases to be a registered representative of Broker Dealer or ceases to maintain the proper licensing required 3 for the sale of the Variable Contracts. All parties shall be liable for their own negligence and misconduct under this paragraph. (b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to allowing its Representatives to solicit for sales or sell the Variable Contracts and Traditional Life Insurance Policies, shall require such representatives to be validly insurance licensed, registered and appointed by Insurer as a variable contract/life insurance agent in accordance with the jurisdictional requirements of the place where the solicitations and sales take place as well as the solicited person's or entity's place of residence. Broker Dealer shall assist Insurer in the appointment of Representatives under the applicable insurance laws to sell Variable Contracts and Traditional Life Insurance Policies. Broker Dealer shall fulfill all Insurer requirements in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of Insurer. All such licensing/appointment papers shall be submitted to Insurer or its designee by Broker Dealer. Notwithstanding such submission, Insurer shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Representative as an insurance agent of Insurer. (c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES LAWS. Broker Dealer shall fully comply with the requirements of the National Association of Securities Dealers, Inc., the Securities Exchange Act of 1934 and all other applicable federal and state laws. In addition, Broker Dealer will establish and maintain such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Representatives as required by applicable law or regulation. Upon request by General Distributor, Broker Dealer shall furnish such records as may be necessary to establish such diligent supervision. (d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a Representative fails or refuses to submit to supervision of Broker Dealer or otherwise fails to meet the rules and standards imposed by Broker Dealer on its Representatives, Broker Dealer shall advise General Distributor of this fact and shall immediately notify such Representative that he or she is no longer authorized to sell the Variable Contracts or Traditional Life Insurance Policies and Broker Dealer shall take whatever additional action may be necessary to terminate the sales activities of such Representative relating to such contracts and policies. (e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING. Broker-Dealer shall be provided, without any expense to Broker Dealer, with prospectuses relating to the Variable Contracts and such other supplementary sales material as General Distributor determines is necessary or desirable for use in connection with sales of the Variable Contracts and Traditional Life Insurance Policies. 4 NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO THE VARIABLE CONTRACTS AND TRADITIONAL LIFE INSURANCE POLICIES, INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE USED BY BROKER DEALER UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY GENERAL DISTRIBUTOR PRIOR TO SUCH USE. In addition, Broker Dealer shall not print, publish or distribute any advertisement, circular or any document relating to Insurer unless such advertisement, circular or document shall have been approved in writing by Insurer prior to such use. Upon termination of this Agreement, all prospectuses, sales promotion material, advertising, circulars, documents and software relating to the sales of Insurer's contracts shall be promptly turned over to Insurer free from any claim or retention of rights by the Broker Dealer. Insurer represents that the prospectus and registration statement relating to the Variable Contracts contain no untrue statements of material fact or omission to state material fact, the omission of which makes any statement contained in the prospectus and registration statement misleading. Insurer agrees to indemnify Broker Dealer from and against any claims, liabilities and expenses which may be incurred under the Securities Act of 1933, the Investment Company Act of 1940, common law or otherwise arising out of a breach of the agreement in this paragraph. Broker Dealer agrees to hold harmless and indemnify Insurer and General Distributor against any and all claims, liabilities and expenses which Insurer or General Distributor may incur from liabilities arising out of or based upon any alleged or untrue statement other than statements contained in the registration statement, prospectus or approved sales material of any Variable Contract. In accordance with the requirements of the laws of the several states, Broker Dealer shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to staff of Insurer or its designated agent in field inspections and shall make such material available to personnel of state insurance departments, the NASD or other regulatory agencies, including the SEC, which have regulatory authority over Insurer or General Distributor. Broker Dealer holds Insurer, General Distributor and their affiliates harmless from any liability arising from the use of any material which either (a) has not been specifically approved by Insurer in writing, or (b) although previously approved, has been disapproved, in writing, for further use. (f) SECURING APPLICATIONS. All applications for Variable Contracts and Traditional Life Insurance Policies shall be made on application forms supplied by Insurer and all payments collected by Broker Dealer or any Representative thereof shall be remitted promptly in full, together with such application forms 5 and any other required documentation, directly to Insurer at the address indicated on such application or to such other address as Insurer may, from time-to-time, designate in writing. Broker Dealer shall review all such applications for accuracy and completeness. Checks or money orders in payment on any such Variable Contract or Traditional Life Insurance Policy shall be drawn to the order of "ReliaStar Life Insurance Company." All applications are subject to acceptance or rejection by Insurer at its sole discretion. All records or information obtained hereunder by Broker Dealer shall not be disclosed or used except as expressly authorized herein, and Broker Dealer will keep such records and information confidential, to be disclosed only as authorized or if expressly required by federal or state regulatory authorities. (g) COLLECTION OF PURCHASE PAYMENTS. Broker Dealer agrees that all money or other consideration tendered with or in respect of any application for a Variable Contract or Traditional Life Insurance Policy and the Variable Contract or Traditional Life Insurance Policy when issued is the property of Insurer and shall be promptly remitted in full to Insurer without deduction or offset for any reason, including by way of example but not limitation, any deduction or offset for compensation claimed by Broker Dealer. (h) POLICY DELIVERY. Insurer will transmit Variable Contracts and Traditional Life Insurance Policies to Broker Dealer for delivery to Policyowners. Broker Dealer hereby agrees to deliver all such Variable Contracts to Policyowners within ten (10) days of their receipt by Broker Dealer from Insurer. Broker Dealer agrees to indemnify and hold harmless Insurer for any and all losses caused by Broker Dealer's failure to perform the undertakings described in this paragraph. Broker Dealer hereby authorizes Insurer to set off any amount it owes Insurer under this paragraph against any and all amounts otherwise payable to Broker Dealer by Insurer. (i) FIDELITY BOND. Broker Dealer represents that all directors, officers, employees and Representatives of Broker Dealer who are licensed pursuant to this Agreement as Insurer's agents for state insurance law purposes or who have access to funds of Insurer, including but not limited to funds submitted with applications for the Variable Contracts and Traditional Life Insurance Policies, or funds being returned to owners, are and shall be covered by a blanket fidelity bond, including coverage for larceny and embezzlement, issued by a reputable bonding company. This bond shall be maintained by Broker Dealer at Broker Dealer's expense. Such bond shall be, at least, of the form, type and amount required under the NASD Rules of Fair Practice. Insurer may require evidence, satisfactory to it, that such coverage is in force and Broker Dealer shall give prompt written notice to Insurer of any notice of cancellation or change of coverage. Broker Dealer assigns any proceeds received from the fidelity bonding company to Insurer to the extent of Insurer's loss due to activities covered by the bond. If there is any deficiency amount, whether due to a deductible or otherwise, Broker Dealer shall promptly pay Insurer such amount on demand 6 and Broker Dealer hereby indemnifies and holds harmless Insurer from any such deficiency and from the costs of collection thereof (including reasonable attorneys' fees). 4. COMPENSATION (a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor, shall pay a dealer concession to Broker Dealer on all sales of Variable Contracts through its Representatives, in accordance with the form of Compensation Schedule A attached hereto, which is in effect when purchase payment on such Variable Contracts are received by Insurer. Dealer concessions will be paid as a percentage of premiums received in cash or other legal tender and accepted by Insurer on applications obtained by Broker Dealer's Representatives unless otherwise indicated in Compensation Schedule A. Upon termination of this Agreement, all compensation payable hereunder shall cease; however, Broker Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such Compensation to the Broker Dealer. Broker Dealer agrees to hold Insurer and General Distributor harmless from all claims of its Representatives for compensation in respect of Representative's sales of Variable Contracts. (b) TRADITIONAL LIFE INSURANCE POLICIES. Insurer shall pay commissions to Broker Dealer on all sales of Traditional Life Insurance Policies through its Representatives in accordance with the form of Compensation Schedule A attached hereto, which is in effect when purchase payments on such Traditional Life Insurance Policies are received by Insurer. Commissions will be paid as a percentage of premiums received in cash or other legal tender and accepted by insurer on applications obtained by Broker-Dealer's Representatives unless otherwise indicated in Compensation Schedule A. Upon termination of this Agreement, all compensation payable hereunder shall cease; however, Broker Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such compensation to the Broker Dealer. Broker Dealer agrees to hold Insurer harmless from all claims of its Representatives for compensation in respect of Representative's sales of Traditional Life Insurance Policies. (c) COMMISSION STATEMENTS. Broker Dealer will be provided with copies of its Representatives' commission statements together with Broker Dealer's own commission statement for each commission payment period in which commissions are payable. Broker Dealer agrees that, except as to clerical errors and material undisclosed facts, if any, such statements constitutes a complete and accurate statement of the commission account unless written notice is 7 provided to Insurer within 120 days after the date of the statement, which notice specifically sets forth the objections or exceptions thereto. (d) COMPENSATION SCHEDULES. The initial Compensation Schedule A is attached. Insurer and General Distributor reserve the right to change, amend, or cancel any Compensation Schedule as to business produced after such change by mailing notice of such change in the form of a new Compensation Schedule to Broker Dealer. Such change shall be effective, unless otherwise specified, ten (10) days after the notice is mailed. (e) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to reject any and all applications and collections submitted, to discontinue writing any form of policy, to take possession of and cancel any policy and return the premium or any part of it, and to make any compromise settlement in respect of a policy. Broker Dealer will not be entitled to receive or retain any compensation on premiums or parts of premiums Insurer does not receive and retain because of such rejection, discontinuance, cancellation, or compromise settlement. If compensation has been paid to which Broker Dealer is not entitled, any amount credited will be charged back, and if the account balance is insufficient to cover the credited amount, Broker Dealer as applicable agrees to promptly repay the credited amount. 5. TERMINATION This Agreement may be terminated, without cause, by any party upon thirty (30) days prior written notice; and may be terminated, for failure to perform satisfactorily or other cause, by any party immediately; and shall be terminated if Broker Dealer ceases to be registered as a broker dealer under the Securities Exchange Act of 1934 and a member of the NASD or, if Broker Dealer ceases to maintain its insurance agent license(s) in good standing in the jurisdictions in which it conducts business. 6. ARBITRATION Any dispute, claim or controversy arising out of or in connection with this Agreement shall be submitted to arbitration pursuant to the NASD's arbitration facilities. If the subject matter of the dispute, claim or controversy is not within the scope of matters which may arbitrated through the NASD arbitration facilities, then such dispute, claim or controversy shall, upon the written request of any party, be submitted to three arbitrators, one to be chosen by each party, and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the receipt of the written notice from the other party requesting it to do so, the requesting party may appoint two arbitrators. If the two arbitrators fail to agree in the selection of a third arbitrator 8 within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be active or retired executive officers of insurance companies not under the control of any party to this Agreement. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the third arbitrator. The arbitration shall be held in Minneapolis, Minnesota at the times agreed upon by the arbitrators. The decision in writing of any two arbitrators, when filed with the parties hereto shall be final and binding on both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and of the arbitration. 7. GENERAL PROVISIONS (a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall not be effective until approved by Insurer and General Distributor. Insurer and General Distributor reserve the right to amend this Agreement at any time, and the submission of an application by Broker Dealer after notice of any such amendment has been sent shall constitute Broker Dealer's agreement to any such amendment. No additions, amendments or modifications of this Agreement or any waiver of any provision will be valid unless approved, in writing, by one of Insurer's duly authorized officers. In addition, no approved waiver of any default, or failure of performance by Broker Dealer will affect Insurer's or General Distributor's rights with respect to any later default or failure of performance. (b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not create the relationship of employer and employee between the parties to this Agreement. Insurer and General Distributor are independent contractors with respect to Broker Dealer and its Representatives. (c) ASSIGNMENTS. Broker Dealer will not assign or transfer, either wholly or partially, this Agreement or any of the benefits accrued or to accrue under it, without the written prior consent of a duly authorized officer of the Insurer and General Distributor. (d) SERVICE OF PROCESS. If Broker Dealer receives or is served with any notice or other paper concerning any legal action against Insurer or General Distributor, Broker Dealer agrees to notify Insurer immediately (in any event not later than the first business day after receipt) by telephone and further agrees to transmit any papers that are served or received by facsimile to (612) 342-7531 and by overnight mail to Insurer's Office of General Counsel. (e) SEVERABILITY. It is understood and agreed by the parties to this Agreement that if any part, term or provision of this Agreement is held to be invalid or in conflict with any law or regulation, the validity of the remaining portions or provisions will not be affected, and the parties' rights and obligations will be 9 construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. (f) GOVERNING LAW. It is agreed by the parties to this Agreement that the Agreement and all of its provisions will be governed by the laws of the State of Minnesota. (g) LIMITATIONS. No party other than Insurer shall have the authority on behalf of Insurer to make, alter, or discharge any policy, contract, or certificate issued by Insurer, to waive any forfeiture or to grant, permit, nor extend the time for making any payments nor to guarantee earnings or rates, nor to alter the forms which Insurer may prescribe or substitute other forms in place of those prescribed by Insurer, nor to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of Insurer, nor to open any bank account in the full legal name of Insurer, any derivation thereof or any tradename thereof. 8. TERRITORY Broker Dealer's territory is limited geographically to those jurisdictions in which the Variable Contracts and Traditional Life Insurance Policies may lawfully be offered, provided that Broker Dealer's right to solicit sales of and to sell the Variable Contracts and Traditional Life Insurance Policies in such jurisdictions is not exclusive. 9. EFFECTIVE DATE This Agreement shall be effective ________________, 199__. 10 IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__. INSURER: RELIASTAR LIFE INSURANCE COMPANY By: _____________________________ Title: _____________________________ GENERAL DISTRIBUTOR: WASHINGTON SQUARE SECURITIES, INC. By: _____________________________ Title: _____________________________ BROKER DEALER: ______________________________________ By: _____________________________ Title: _____________________________ 11 "B" BROKER DEALER AGENCY SELLING AGREEMENT This Agreement is made among the following four parties: 1. RELIASTAR LIFE INSURANCE COMPANY 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 a Minnesota domiciled stock life insurance company (hereinafter "INSURER"); and, 2. WASHINGTON SQUARE SECURITIES, INC. 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 an affiliate of Insurer, registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") (hereinafter "GENERAL DISTRIBUTOR"); and, 3. ______________________________ ______________________________ Street ______________________________ City State ZIP registered as a broker-dealer with the SEC and a member of the NASD (hereinafter "BROKER-DEALER"); and, 4. ______________________________ ______________________________ Street ______________________________ City State ZIP an affiliate of Broker-Dealer and a licensed insurance agency (hereinafter "AGENCY"). 1 RECITALS: Whereas, Broker-Dealer has become affiliated with Agency in order to satisfy state insurance law requirements with respect to the sale of variable insurance products which are registered securities with the SEC. Whereas, the parties wish to enter into an agreement for the distribution of Variable Contracts and Traditional Life Insurance Policies by Broker-Dealer and Agency; and Whereas, Insurer has appointed General Distributor as principal underwriter and distributor (as those terms are defined by the Investment Company Act of 1940) of the Variable Contracts and has authorized General Distributor to enter into selling agreements with registered broker-dealers for the solicitation and sale of Variable Contracts; and, Whereas, Insurer and General Distributor propose to have Broker-Dealer's registered representatives who are affiliated with Agency and who are licensed as life insurance/variable contract agents in appropriate jurisdictions ("Representatives") solicit and sell Variable Contracts and Traditional Life Insurance Policies; and, Whereas, Insurer proposes to authorize Agency's employees who are not registered representatives of Broker-Dealer but who are licensed as life insurance agents in appropriate jurisdictions ("Agents") to solicit and sell Traditional Life Insurance Policies; and, Whereas, Insurer and General Distributor propose to have Broker-Dealer provide certain supervisory and administrative services as hereinafter described with respect to the solicitation and sales of Variable Contracts; and, Whereas, Insurer proposes to have Agency provide certain supervisory and administrative services as hereinafter described with respect to the solicitation and sales of Traditional Life Insurance Policies by its Agents and by Representatives who are affiliated with Agency. NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties now agree as follows: 2 1. DEFINITIONS In this Agreement, (a) The words "Variable Contract" shall mean those variable life insurance policies and variable annuity contracts identified in Section 1 of Compensation Schedule A attached hereto, and as may hereafter be amended. Insurer may in its sole discretion and without notice to Broker Dealer, suspend sales of any Variable Contracts or amend any policies or contracts evidencing such Variable Contracts if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Broker Dealer prior to suspending sales of any Variable Contracts or amending any policies or contracts evidencing such Variable Contracts. Insurer may issue and propose additional or successor products, in which event Broker Dealer will be informed of the product and its related Commission Schedule. If Broker Dealer does not agree to distribute such product(s), it must notify Insurer in writing within 30 days of receipt of the Commission Schedule for such product(s). If Broker Dealer does not indicate disapproval of the new product(s) or the terms contained in the related Commission Schedule, Broker Dealer will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Commission Schedule which shall be attached to and made a part of this Agreement. (b) The words "Traditional Life Insurance Policy" shall mean those life insurance policies and annuity contracts identified in Section 2 of Compensation Schedule A attached hereto, and as may hereafter be amended. Insurer may in its sole discretion and without notice to Broker Dealer, suspend sales of any Traditional Life Insurance Policies or amend any policies or contracts evidencing such Traditional Life Insurance Policies if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Broker Dealer prior to suspending sales of any Traditional Life Insurance Policies or amending any policies or contracts evidencing such Traditional Life Insurance Policies. 3 Insurer may issue and propose additional or successor products, in which event Broker Dealer will be informed of the product and its related Compensation Schedule. If Broker Dealer does not agree to distribute such product(s), it must notify Insurer in writing within 30 days of receipt of the Compensation Schedule for such product(s). If Broker Dealer does not indicate disapproval of the new product(s) or the terms contained in the related Compensation Schedule, Broker Dealer will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Compensation Schedule which shall be attached to and made a part of this Agreement. 2. AGENCY APPOINTMENTS On the effective date, (a) Insurer and General Distributor appoint Broker Dealer and Broker Dealer accepts the appointment to solicit sales of and to sell Variable Contracts only, pursuant to the terms of this Agreement. (b) Insurer appoints Agency, and Agency accepts the appointment to solicit sales of and to sell Traditional Life Insurance Policies only, pursuant to the terms of this Agreement. 3. DUTIES OF BROKER DEALER (a) SUPERVISION OF REPRESENTATIVES. Broker Dealer shall have full responsibility for the training and supervision of all Representatives who are engaged directly or indirectly in the offer or sale of the Variable Contracts, and all such persons shall be subject to the control of Broker Dealer with respect to such persons' securities regulated activities in connection with the Variable Contracts. Broker Dealer will cause the Representatives to be trained in the sale of the Variable Contracts, will cause such Representatives to qualify under applicable federal and state laws to engage in the sale of the Variable Contracts; will cause such Representatives to be registered representatives of Broker Dealer before such Representatives engage in the solicitation of applications for the Variable Contracts; and will cause such Representatives to limit solicitation of applications for the Variable Contracts to jurisdictions where Insurer has authorized such solicitation. Broker Dealer shall cause such Representatives' qualifications to be certified to the satisfaction of General Distributor and shall notify General Distributor if any Representative ceases to be a registered representative of Broker Dealer or ceases to maintain the proper licensing required for the sale of the Variable Contracts. All parties shall be liable for their own negligence and misconduct under this paragraph. 4 (b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to allowing its Representatives to solicit for sales or sell the Variable Contracts, shall require such representatives to be validly insurance licensed, registered and appointed by Insurer as a variable contract agent in accordance with the jurisdictional requirements of the place where the solicitations and sales take place as well as the solicited person's or entity's place of residence. Broker Dealer shall assist Insurer in the appointment of Representatives under the applicable insurance laws to sell the Variable Contracts. Broker Dealer shall fulfill all Insurer requirements in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of Insurer. All such licensing/appointment papers shall be submitted to Insurer or its designee by Broker Dealer. Notwithstanding such submission, Insurer shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Representative as an insurance agent of Insurer. (c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES LAWS. Broker Dealer shall fully comply with the requirements of the National Association of Securities Dealers, Inc., the Securities Exchange Act of 1934 and all other applicable federal and state laws. In addition, Broker Dealer will establish and maintain such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Representatives as required by applicable law or regulation. Upon request by General Distributor, Broker Dealer shall furnish such records as may be necessary to establish such diligent supervision. (d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a Representative fails or refuses to submit to supervision of Broker Dealer or otherwise fails to meet the rules and standards imposed by Broker Dealer on its Representatives, Broker Dealer shall advise General Distributor of this fact and shall immediately notify such Representative that he or she is no longer authorized to sell the Variable Contracts and Broker Dealer shall take whatever additional action may be necessary to terminate the sales activities of such Representative relating to the Variable Contracts. (e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING. Broker-Dealer shall be provided, without any expense to Broker Dealer, with prospectuses relating to the Variable Contracts and such other supplementary sales material as General Distributor determines is necessary or desirable for use in connection with sales of the Variable Contracts. 5 NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO THE VARIABLE CONTRACTS, INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE USED BY BROKER DEALER UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY GENERAL DISTRIBUTOR PRIOR TO SUCH USE. In addition, Broker Dealer shall not print, publish or distribute any advertisement, circular or any document relating to Insurer unless such advertisement, circular or document shall have been approved in writing by Insurer prior to such use. Upon termination of this Agreement, all prospectuses, sales promotion material, advertising, circulars, documents and software relating to the sales of the Variable Contracts shall be promptly turned over to Insurer free from any claim or retention of rights by the Broker Dealer. Insurer represents that the prospectus and registration statement relating to the Variable Contracts contain no untrue statements of material fact or omission to state material fact, the omission of which makes any statement contained in the prospectus and registration statement misleading. Insurer agrees to indemnify Broker Dealer from and against any claims, liabilities and expenses which may be incurred under the Securities Act of 1933, the Investment Company Act of 1940, common law or otherwise arising out of a breach of the agreement in this paragraph. Broker Dealer agrees to hold harmless and indemnify Insurer and General Distributor against any and all claims, liabilities and expenses which Insurer or General Distributor may incur from liabilities arising out of or based upon any alleged or untrue statement other than statements contained in the registration statement, prospectus or approved sales material of any Variable Contract. In accordance with the requirements of the laws of the several states, Broker Dealer shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to staff of Insurer or its designated agent in field inspections and shall make such material available to personnel of state insurance departments, the NASD or other regulatory agencies, including the SEC, which have regulatory authority over Insurer or General Distributor. Broker Dealer holds Insurer, General Distributor and their affiliates harmless from any liability arising from the use of any material which either (a) has not been specifically approved in writing, or (b) although previously approved, has been disapproved, in writing, for further use. 6 (f) SECURING APPLICATIONS. All applications for Variable Contracts shall be made on application forms supplied by Insurer and all payments collected by Broker Dealer or any Representative thereof shall be remitted promptly in full, together with such application forms and any other required documentation, directly to Insurer at the address indicated on such application or to such other address as Insurer may, from time-to-time, designate in writing. Broker Dealer shall review all such applications for accuracy and completeness. Checks or money orders in payment on any such Variable Contract shall be drawn to the order of "ReliaStar Life Insurance Company." All applications are subject to acceptance or rejection by Insurer at its sole discretion. All records or information obtained hereunder by Broker Dealer shall not be disclosed or used except as expressly authorized herein, and Broker Dealer will keep such records and information confidential, to be disclosed only as authorized or if expressly required by federal or state regulatory authorities. (g) COLLECTION OF PURCHASE PAYMENTS. Broker Dealer agrees that all money or other consideration tendered with or in respect of any application for a Variable Contract and the Variable Contract when issued is the property of Insurer and shall be promptly remitted in full to Insurer without deduction or offset for any reason, including by way of example but not limitation, any deduction or offset for compensation claimed by Broker Dealer. (h) POLICY DELIVERY. Insurer will transmit Variable Contracts to Broker Dealer for delivery to Policyowners. Broker Dealer hereby agrees to deliver all such Variable Contracts to Policyowners within ten (10) days of their receipt by Broker Dealer from Insurer. Broker Dealer agrees to indemnify and hold harmless Insurer for any and all losses caused by Broker Dealer's failure to perform the undertakings described in this paragraph. Broker Dealer hereby authorizes Insurer to set off any amount it owes Insurer under this paragraph against any and all amounts otherwise payable to Broker Dealer by Insurer. (i) FIDELITY BOND. Broker Dealer represents that all directors, officers, employees and Representatives of Broker Dealer who are licensed pursuant to this Agreement as Insurer's agents for state insurance law purposes or who have access to funds of Insurer, including but not limited to funds submitted with applications for the Variable Contracts or funds being returned to owners, are and shall be covered by a blanket fidelity bond, including coverage for larceny and embezzlement, issued by a reputable bonding company. This bond shall be maintained by Broker Dealer at Broker Dealer's expense. Such bond shall be, at least, of the form, type and amount required under the NASD Rules of Fair Practice. Insurer may require evidence, satisfactory to it, that such coverage is in force and Broker Dealer shall give prompt written notice to Insurer of any notice of cancellation or change of coverage. 7 Broker Dealer assigns any proceeds received from the fidelity bonding company to Insurer to the extent of Insurer's loss due to activities covered by the bond. If there is any deficiency amount, whether due to a deductible or otherwise, Broker Dealer shall promptly pay Insurer such amount on demand and Broker Dealer hereby indemnifies and holds harmless Insurer from any such deficiency and from the costs of collection thereof (including reasonable attorneys' fees). 4. DUTIES OF AGENCY (a) SUPERVISION OF AGENTS AND REPRESENTATIVES. Agency shall have full responsibility for the training and supervision of all Agents and Representatives who are engaged directly or indirectly in the offer or sale of Traditional Life Insurance Policies. Agency will cause the Agents and Representatives to be trained in the sale of Traditional Life Insurance Policies, will cause such Agents and Representatives to qualify under applicable state insurance laws to engage in the sale of life insurance before such Agents and Representatives engage in the solicitation of applications for Traditional Life Insurance Policies; and will cause such Agents and Representatives to limit solicitation of applications for Traditional Life Insurance Policies to jurisdictions where Insurer has authorized such solicitation. Agency shall cause such Agents' and Representatives' qualifications to be certified to the satisfaction of Insurer and shall notify Insurer if any Agent or Representative ceases to be an employee of Agency or ceases to maintain the proper licensing required for the sale of Traditional Life Insurance Policies. All parties shall be liable for their own negligence and misconduct under this paragraph. (b) AGENT INSURANCE COMPLIANCE. Agency, prior to allowing Agents or Representatives to solicit for sales or sell Traditional Life Insurance Policies, shall require such agents to be validly insurance licensed, registered and appointed by Insurer as a life insurance agent in accordance with the jurisdictional requirements of the place where the solicitations and sales take place as well as the solicited person's or entity's place of residence. Agency shall assist Insurer in the appointment of Agents and Representatives under the applicable insurance laws to sell Traditional Life Insurance Policies. Agency shall fulfill all Insurer requirements in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of Insurer. All such licensing/appointment papers shall be submitted to Insurer or its duly appointed agent by Agency. Notwithstanding such submission, Insurer shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Agent or Representative as an insurance agent of Insurer. 8 (c) SALES PROMOTION MATERIAL AND ADVERTISING. Agency shall be provided, without any expense to Agency, such sales promotion and advertising materials as Insurer determines is necessary or desirable for use in connection with sales of Traditional Life Insurance Policies. NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO TRADITIONAL LIFE INSURANCE POLICIES, INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE USED BY AGENCY UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY INSURER PRIOR TO SUCH USE. In addition, Agency shall not print, publish or distribute any advertisement, circular or any document relating to Insurer unless such advertisement, circular or document shall have been approved in writing by Insurer prior to such use. Upon termination of this Agreement, all sales promotion material, advertising, circulars, documents and software relating to the sales of Traditional Life Insurance Policies shall be promptly turned over to Insurer free from any claim or retention of rights by the Agency. In accordance with the requirements of the laws of the several states, Agency shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to staff of Insurer or its designated agent in field inspections and shall make such material available to personnel of state insurance departments other regulatory agencies which have regulatory authority over Insurer. Agency holds Insurer and its affiliates harmless from any liability arising from the use of any material which either (a) has not been specifically approved in writing, or (b) although previously approved, has been disapproved, in writing, for further use. (d) SECURING APPLICATIONS. All applications for Traditional Life Insurance Policies shall be made on application forms supplied by Insurer and all payments collected by Agency or any Agent, Broker-Dealer or any Representative thereof shall be remitted promptly in full, together with such application forms and any other required documentation, directly to Insurer at the address indicated on such application or to such other address as Insurer may, from time-to-time, designate in writing. Agency shall review all such applications for accuracy and completeness. Checks or money orders in payment on any such Traditional Life Insurance Policy shall be drawn to the order of "ReliaStar Life Insurance Company." All applications are subject to acceptance or rejection by Insurer at its sole discretion. All records or information obtained hereunder by Agency shall not be disclosed or used except as expressly authorized herein, and Agency will keep such records and 9 information confidential, to be disclosed only as authorized or if expressly required by federal or state regulatory authorities. (e) COLLECTION OF PURCHASE PAYMENTS. Agency agrees that all money or other consideration tendered with or in respect of any application for a Traditional Life Insurance Policy and the Traditional Life Insurance Policy when issued is the property of Insurer and shall be promptly remitted in full to Insurer without deduction or offset for any reason, including by way of example but not limitation, any deduction or offset for compensation claimed by Agency. (f) POLICY DELIVERY. Insurer may, upon written request of Agency, transmit Traditional Life Insurance Policies to Agency or Broker-Dealer for delivery to Policyowners. Agency and Broker-Dealer hereby agree to deliver all such Traditional Life Insurance Policies to Policyowners within ten (10) days of their receipt by Agency or Broker-Dealer from Insurer. Agency and Broker-Dealer agree to indemnify and hold harmless Insurer for any and all losses caused by Agency's or Broker-Dealer's failure to perform the undertakings described in this paragraph. Agency and Broker-Dealer hereby authorize Insurer to set off any amount it owes Insurer under this paragraph against any and all amounts otherwise payable to Agency or Broker-Dealer by Insurer. 5. COMPENSATION (a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor, shall pay a dealer concession to Broker Dealer on all sales of Variable Contracts through such Representatives, in accordance with the form of Compensation Schedule A attached hereto, which is in effect when purchase payment on such Variable Contracts are received by Insurer. Dealer concessions will be paid as a percentage of premiums received in cash or other legal tender and accepted by Insurer on applications obtained by Broker Dealer's Representatives unless otherwise indicated in Compensation Schedule A. Upon termination of this Agreement, all compensation payable hereunder shall cease; however, Broker Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such Compensation to and in the name of Broker Dealer. Broker Dealer agrees to hold Insurer and General Distributor harmless from all claims of its Representatives for compensation in respect of such Representative's sales of Variable Contracts. 10 (b) TRADITIONAL LIFE INSURANCE POLICIES. Insurer shall pay commissions to Broker Dealer on all sales of Traditional Life Insurance Policies through Agents and Representatives in accordance with the form of Compensation Schedule A attached hereto, which is in effect when purchase payments on such Traditional Life Insurance Policies are received by Insurer. Commissions will be paid as a percentage of premiums received in cash or other legal tender and accepted by insurer on applications obtained by Agency's Agents or Broker-Dealer's Representatives unless otherwise indicated in Compensation Schedule A. Upon termination of this Agreement, all compensation payable hereunder shall cease; however, Broker Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such Compensation to and in the name of Broker Dealer. Agency hereby assigns to Broker Dealer all compensation which would otherwise be paid to Agency in respect of Representative's and Agent's sales of Traditional Life Insurance Policies. Agency agrees to hold Insurer harmless from all claims Agents or Representatives have for compensation in respect of Agent's or Representative's sales of Traditional Life Insurance Policies. (c) COMMISSION STATEMENTS. Broker Dealer will be provided with copies of its Representatives' commission statements together with Broker Dealer's own commission statements for each commission payment period in which commissions are payable. Broker Dealer agrees that, except as to clerical errors and material undisclosed facts, if any, such statements constitutes a complete and accurate statement of the commission account unless written notice is provided to Insurer within 120 days after the date of the statement, which notice specifically sets forth the objections or exceptions thereto. (d) COMPENSATION SCHEDULES. The initial Compensation Schedule A is attached. Insurer and General Distributor reserve the right to change, amend, or cancel any Compensation Schedule as to business produced after such change by mailing notice of such change in the form of a new Compensation Schedule to Broker Dealer. Such change shall be effective, unless otherwise specified, ten (10) days after the notice is mailed. (e) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to reject any and all applications and collections submitted, to discontinue writing any form of policy, to take possession of and cancel any policy and return the premium or any part of it, and to make any compromise settlement in respect of a policy. Broker Dealer will not be entitled to receive or retain any compensation on premiums or parts of premiums Insurer does not receive and retain because of such rejection, discontinuance, cancellation, or compromise settlement. If compensation has been paid to which Broker Dealer is not entitled, any amount 11 credited will be charged back, and if the account balance is insufficient to cover the credited amount, Broker Dealer as applicable agrees to promptly repay the credited amount. 6. TERMINATION This Agreement may be terminated, without cause, by any party upon thirty (30) days prior written notice; and may be terminated, for failure to perform satisfactorily or other cause, by any party immediately; and shall be terminated if Broker Dealer ceases to be registered as a broker dealer under the Securities Exchange Act of 1934 and a member of the NASD or, if Agency ceases to maintain its insurance agent license(s) in good standing in the jurisdictions in which it conducts business. 7. ARBITRATION Any dispute, claim or controversy arising out of or in connection with this Agreement shall be submitted to arbitration pursuant to the NASD's arbitration facilities. If the subject matter of the dispute, claim or controversy is not within the scope of matters which may arbitrated through the NASD arbitration facilities, then such dispute, claim or controversy shall, upon the written request of any party, be submitted to three arbitrators, one to be chosen by each party, and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the receipt of the written notice from the other party requesting it to do so, the requesting party may appoint two arbitrators. If the two arbitrators fail to agree in the selection of a third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be active or retired executive officers of insurance companies not under the control of any party to this Agreement. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the third arbitrator. The arbitration shall be held in Minneapolis, Minnesota at the times agreed upon by the arbitrators. The decision in writing of any two arbitrators, when filed with the parties hereto shall be final and binding on both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and of the arbitration. 12 8. GENERAL PROVISIONS (a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall not be effective until approved by Insurer and General Distributor. Insurer and General Distributor reserve the right to amend this Agreement at any time, and the submission of an application by either Broker Dealer or Agency after notice of any such amendment has been sent shall constitute Broker Dealer's or Agency's, as applicable, agreement to any such amendment. No additions, amendments or modifications of this Agreement or any waiver of any provision will be valid unless approved, in writing, by one of Insurer's duly authorized officers. In addition, no approved waiver of any default, or failure of performance by Broker Dealer or Agency will affect Insurer's or General Distributor's rights with respect to any later default or failure of performance. (b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not create the relationship of employer and employee between the parties to this Agreement. Insurer and General Distributor are independent contractors with respect to Broker Dealer, its Representatives, Agency and its Agents. (c) ASSIGNMENTS. Neither Broker Dealer nor Agency will assign or transfer, either wholly or partially, this Agreement or any of the benefits accrued or to accrue under it, without the written prior consent of a duly authorized officer of the Insurer and General Distributor. (d) SERVICE OF PROCESS. If Broker Dealer or Agency receives or is served with any notice or other paper concerning any legal action against Insurer or General Distributor, Broker Dealer or Agency agrees to notify Insurer immediately (in any event not later than the first business day after receipt) by telephone and transmit any papers that are served or received by facsimile to (612) 342-7531 and by overnight mail to Insurer's Office of General Counsel. (e) SEVERABILITY. It is understood and agreed by the parties to this Agreement that if any part, term or provision of this Agreement is held to be invalid or in conflict with any law or regulation, the validity of the remaining portions or provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. (f) GOVERNING LAW. It is agreed by the parties to this Agreement that the Agreement and all of its provisions will be governed by the laws of the State of Minnesota. 13 (g) LIMITATIONS. No party other than Insurer shall have the authority on behalf of Insurer to make, alter, or discharge any policy, contract, or certificate issued by insurer, to waive any forfeiture or to grant, permit, nor extend the time for making any payments nor to guarantee earnings or rates, nor to alter the forms which Insurer may prescribe or substitute other forms in place of those prescribed by Insurer, nor to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of Insurer, nor to open any bank account in the full legal name of Insurer, any derivation thereof or any tradename thereof. 9. TERRITORY Broker Dealer's territory is limited geographically to those jurisdictions in which the Variable Contracts may lawfully be offered, provided that Broker Dealer's right to solicit sales of and to sell the Variable Contracts in such jurisdictions is not exclusive. Agency's territory is limited geographically to those jurisdictions in which the Traditional Life Insurance policies may be lawfully be offered, provided that Agency's and Broker-Dealer's right to solicit sales of and to sell the Traditional Life Insurance Policies in such territory is not exclusive. 10. EFFECTIVE DATE This Agreement shall be effective ________________, 199__. 14 IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__. INSURER: RELIASTAR LIFE INSURANCE COMPANY By: _____________________________ Title: _____________________________ GENERAL DISTRIBUTOR: WASHINGTON SQUARE SECURITIES, INC. By: _____________________________ Title: _____________________________ BROKER DEALER: ______________________________________ By: _____________________________ Title: _____________________________ AGENCY: ______________________________________ By: _____________________________ Title: _____________________________ 15 "C" BROKER DEALER AGENCY SELLING AGREEMENT FOR VARIABLE CONTRACTS This Agreement is made among the following three parties: 1. RELIASTAR LIFE INSURANCE COMPANY 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 a Minnesota domiciled stock life insurance company (hereinafter "INSURER"); and, 2. WASHINGTON SQUARE SECURITIES, INC. 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 an affiliate of Insurer, registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") (hereinafter "GENERAL DISTRIBUTOR"); and, 3. ______________________________ ______________________________ Street ______________________________ City State ZIP registered as a broker-dealer with the SEC and a member of the NASD and licensed as an insurance agency (hereinafter "BROKER-DEALER"). RECITALS: Whereas, Broker-Dealer is licensed as an insurance agency in order to satisfy state insurance law requirements with respect to the sale of variable insurance products which are registered securities with the SEC. Whereas, the parties wish to enter into an agreement for the distribution of Variable Contracts by Broker-Dealer; and Whereas, Insurer has appointed General Distributor as principal underwriter and distributor (as those terms are defined by the Investment Company Act of 1940) of the Variable Contracts and has authorized General Distributor to enter into selling agreements with registered broker-dealers for the solicitation and sale of Variable Contracts; and, Whereas, Insurer and General Distributor propose to have Broker- Dealer's registered representatives who are licensed as life insurance/variable contract agents in appropriate jurisdictions ("Representatives") solicit and sell Variable Contracts and, Whereas, Insurer and General Distributor propose to have Broker-Dealer provide certain supervisory and administrative services as hereinafter described with respect to the solicitation and sales of Variable Contracts. NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties now agree as follows: 1. VARIABLE CONTRACTS In this Agreement, the words "Variable Contract" shall mean those variable life insurance policies and variable annuity contracts identified in Section 1 of the Compensation Schedule attached hereto, and as may hereafter be amended. Insurer may in its sole discretion and without notice to Broker Dealer, suspend sales of any Variable Contracts or amend any policies or contracts evidencing such Variable Contracts if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Broker Dealer prior to suspending sales of any Variable Contracts or amending any policies or contracts evidencing such Variable Contracts. Insurer may issue and propose additional or successor products, in which event Broker Dealer will be informed of the product and its related Commission Schedule. If Broker Dealer does not agree to distribute such product(s), it must notify Insurer in writing within 30 days of receipt of the Commission Schedule for such product(s). If Broker Dealer does not indicate disapproval of the new product(s) or the terms contained in the related Commission Schedule, Broker Dealer will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Commission Schedule which shall be attached to and made a part of this Agreement. 2. AGENCY APPOINTMENT On the effective date, Insurer and General Distributor appoint Broker Dealer and Broker Dealer accepts the appointment to solicit sales of and to sell Variable Contracts, pursuant to the terms of this Agreement. 2 3. DUTIES OF BROKER DEALER (a) SUPERVISION OF REPRESENTATIVES. Broker Dealer shall have full responsibility for the training and supervision of all Representatives who are engaged directly or indirectly in the offer or sale of the Variable Contracts, and all such persons shall be subject to the control of Broker Dealer with respect to such persons' securities regulated activities in connection with the Variable Contracts. Broker Dealer will cause the Representatives to be trained in the sale of the Variable Contracts, will cause such Representatives to qualify under applicable federal and state laws to engage in the sale of the Variable Contracts; will cause such Representatives to be registered representatives of Broker Dealer before such Representatives engage in the solicitation of applications for the Variable Contracts; and will cause such Representatives to limit solicitation of applications for the Variable Contracts to jurisdictions where Insurer has authorized such solicitation. Broker Dealer shall cause such Representatives' qualifications to be certified to the satisfaction of General Distributor and shall notify General Distributor if any Representative ceases to be a registered representative of Broker Dealer or ceases to maintain the proper licensing required for the sale of the Variable Contracts. All parties shall be liable for their own negligence and misconduct under this paragraph. (b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to allowing its Representatives to solicit for sales or sell the Variable Contracts, shall require such representatives to be validly insurance licensed, registered and appointed by Insurer as a variable contract/life insurance agent in accordance with the jurisdictional requirements of the place where the solicitations and sales take place as well as the solicited person's or entity's place of residence. Broker Dealer shall assist Insurer in the appointment of Representatives under the applicable insurance laws to sell Variable Contracts. Broker Dealer shall fulfill all Insurer requirements in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of Insurer. All such licensing/appointment papers shall be submitted to Insurer or its designee by Broker Dealer. Notwithstanding such submission, Insurer shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Representative as an insurance agent of Insurer. (c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES LAWS. Broker Dealer shall fully comply with the requirements of the National Association of Securities Dealers, Inc., the Securities Exchange Act of 1934 and all other applicable federal and state laws. In addition, Broker Dealer will establish and maintain such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Representatives as required by applicable law or regulation. Upon request by General Distributor, Broker Dealer shall furnish such records as may be necessary to establish such diligent supervision. 3 (d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a Representative fails or refuses to submit to supervision of Broker Dealer or otherwise fails to meet the rules and standards imposed by Broker Dealer on its Representatives, Broker Dealer shall advise General Distributor of this fact and shall immediately notify such Representative that he or she is no longer authorized to sell the Variable Contracts and Broker Dealer shall take whatever additional action may be necessary to terminate the sales activities of such Representative relating to such contracts and policies. (e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING. Broker-Dealer shall be provided, without any expense to Broker Dealer, with prospectuses relating to the Variable Contracts and such other supplementary sales material as General Distributor determines is necessary or desirable for use in connection with sales of the Variable Contracts. NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO THE VARIABLE CONTRACTS, INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE USED BY BROKER DEALER UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY GENERAL DISTRIBUTOR PRIOR TO SUCH USE. In addition, Broker Dealer shall not print, publish or distribute any advertisement, circular or any document relating to Insurer unless such advertisement, circular or document shall have been approved in writing by Insurer prior to such use. Upon termination of this Agreement, all prospectuses, sales promotion material, advertising, circulars, documents and software relating to the sales of Insurer's contracts shall be promptly turned over to Insurer free from any claim or retention of rights by the Broker Dealer. Insurer represents that the prospectus and registration statement relating to the Variable Contracts contain no untrue statements of material fact or omission to state material fact, the omission of which makes any statement contained in the prospectus and registration statement misleading. Insurer agrees to indemnify Broker Dealer from and against any claims, liabilities and expenses which may be incurred under the Securities Act of 1933, the Investment Company Act of 1940, common law or otherwise arising out of a breach of the agreement in this paragraph. Broker Dealer agrees to hold harmless and indemnify Insurer and General Distributor against any and all claims, liabilities and expenses which Insurer or General Distributor may incur from liabilities arising out of or based upon any alleged or untrue statement other than statements contained in the registration statement, prospectus or approved sales material of any Variable Contract. 4 In accordance with the requirements of the laws of the several states, Broker Dealer shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to staff of Insurer or its designated agent in field inspections and shall make such material available to personnel of state insurance departments, the NASD or other regulatory agencies, including the SEC, which have regulatory authority over Insurer or General Distributor. Broker Dealer holds Insurer, General Distributor and their affiliates harmless from any liability arising from the use of any material which either (a) has not been specifically approved by Insurer in writing, or (b) although previously approved, has been disapproved, in writing, for further use. (f) SECURING APPLICATIONS. All applications for Variable Contracts shall be made on application forms supplied by Insurer and all payments collected by Broker Dealer or any Representative thereof shall be remitted promptly in full, together with such application forms and any other required documentation, directly to Insurer at the address indicated on such application or to such other address as Insurer may, from time-to-time, designate in writing. Broker Dealer shall review all such applications for accuracy and completeness. Checks or money orders in payment on any such Variable Contract shall be drawn to the order of "ReliaStar Life Insurance Company." All applications are subject to acceptance or rejection by Insurer at its sole discretion. All records or information obtained hereunder by Broker Dealer shall not be disclosed or used except as expressly authorized herein, and Broker Dealer will keep such records and information confidential, to be disclosed only as authorized or if expressly required by federal or state regulatory authorities. (g) COLLECTION OF PURCHASE PAYMENTS. Broker Dealer agrees that all money or other consideration tendered with or in respect of any application for a Variable Contract and the Variable Contract when issued is the property of Insurer and shall be promptly remitted in full to Insurer without deduction or offset for any reason, including by way of example but not limitation, any deduction or offset for compensation claimed by Broker Dealer. (h) POLICY DELIVERY. Insurer will transmit Variable Contracts to Broker Dealer for delivery to Policyowners. Broker Dealer hereby agrees to deliver all such Variable Contracts to Policyowners within ten (10) days of their receipt by Broker Dealer from Insurer. Broker Dealer agrees to indemnify and hold harmless Insurer for any and all losses caused by Broker Dealer's failure to perform the undertakings described in this paragraph. Broker Dealer hereby authorizes Insurer to set off any amount it owes Insurer under this paragraph against any and all amounts otherwise payable to Broker Dealer by Insurer. (i) FIDELITY BOND. Broker Dealer represents that all directors, officers, employees and Representatives of Broker Dealer who are licensed pursuant to this Agreement as Insurer's agents for state insurance law purposes or who have access to funds of Insurer, including but not limited to funds submitted with applications for the Variable Contracts, or funds being returned to owners, are 5 and shall be covered by a blanket fidelity bond, including coverage for larceny and embezzlement, issued by a reputable bonding company. This bond shall be maintained by Broker Dealer at Broker Dealer's expense. Such bond shall be, at least, of the form, type and amount required under the NASD Rules of Fair Practice. Insurer may require evidence, satisfactory to it, that such coverage is in force and Broker Dealer shall give prompt written notice to Insurer of any notice of cancellation or change of coverage. Broker Dealer assigns any proceeds received from the fidelity bonding company to Insurer to the extent of Insurer's loss due to activities covered by the bond. If there is any deficiency amount, whether due to a deductible or otherwise, Broker Dealer shall promptly pay Insurer such amount on demand and Broker Dealer hereby indemnifies and holds harmless Insurer from any such deficiency and from the costs of collection thereof (including reasonable attorneys' fees). 4. COMPENSATION (a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor, shall pay a dealer concession to Broker Dealer on all sales of Variable Contracts through its Representatives, in accordance with the form of the Compensation Schedule attached hereto, which is in effect when purchase payment on such Variable Contracts are received by Insurer. Dealer concessions will be paid as a percentage of premiums received in cash or other legal tender and accepted by Insurer on applications obtained by Broker Dealer's Representatives unless otherwise indicated in Compensation Schedule A. Upon termination of this Agreement, all compensation payable hereunder shall cease; however, Broker Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such Compensation to the Broker Dealer. Broker Dealer agrees to hold Insurer and General Distributor harmless from all claims of its Representatives for compensation in respect of Representative's sales of Variable Contracts. (b) COMMISSION STATEMENTS. Broker Dealer will be provided with copies of its Representatives' commission statements together with Broker Dealer's own commission statement for each commission payment period in which commissions are payable. Broker Dealer agrees that, except as to clerical errors and material undisclosed facts, if any, such statements constitutes a complete and accurate statement of the commission account unless written notice is provided to Insurer within 120 days after the date of the statement, which notice specifically sets forth the objections or exceptions thereto. (c) COMPENSATION SCHEDULES. The initial Compensation Schedule is attached. 6 Insurer and General Distributor reserve the right to change, amend, or cancel any Compensation Schedule as to business produced after such change by mailing notice of such change in the form of a new Compensation Schedule to Broker Dealer. Such change shall be effective, unless otherwise specified, ten (10) days after the notice is mailed. (d) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to reject any and all applications and collections submitted, to discontinue writing any form of policy, to take possession of and cancel any policy and return the premium or any part of it, and to make any compromise settlement in respect of a policy. Broker Dealer will not be entitled to receive or retain any compensation on premiums or parts of premiums Insurer does not receive and retain because of such rejection, discontinuance, cancellation, or compromise settlement. If compensation has been paid to which Broker Dealer is not entitled, any amount credited will be charged back, and if the account balance is insufficient to cover the credited amount, Broker Dealer as applicable agrees to promptly repay the credited amount. 5. TERMINATION This Agreement may be terminated, without cause, by any party upon thirty (30) days prior written notice; and may be terminated, for failure to perform satisfactorily or other cause, by any party immediately; and shall be terminated if Broker Dealer ceases to be registered as a broker dealer under the Securities Exchange Act of 1934 and a member of the NASD or, if Broker Dealer ceases to maintain its insurance agent license(s) in good standing in the jurisdictions in which it conducts business. 6. ARBITRATION Any dispute, claim or controversy arising out of or in connection with this Agreement shall be submitted to arbitration pursuant to the NASD's arbitration facilities. If the subject matter of the dispute, claim or controversy is not within the scope of matters which may arbitrated through the NASD arbitration facilities, then such dispute, claim or controversy shall, upon the written request of any party, be submitted to three arbitrators, one to be chosen by each party, and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the receipt of the written notice from the other party requesting it to do so, the requesting party may appoint two arbitrators. If the two arbitrators fail to agree in the selection of a third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be active or retired executive officers of insurance companies not under the control of any party to this Agreement. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the 7 third arbitrator. The arbitration shall be held in Minneapolis, Minnesota at the times agreed upon by the arbitrators. The decision in writing of any two arbitrators, when filed with the parties hereto shall be final and binding on both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and of the arbitration. 7. GENERAL PROVISIONS (a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall not be effective until approved by Insurer and General Distributor. Insurer and General Distributor reserve the right to amend this Agreement at any time, and the submission of an application for the purchase of a Variable Contract by Broker Dealer after notice of any such amendment has been sent shall constitute Broker Dealer's agreement to any such amendment. No additions, amendments or modifications of this Agreement or any waiver of any provision will be valid unless approved, in writing, by one of Insurer's duly authorized officers. In addition, no approved waiver of any default, or failure of performance by Broker Dealer will affect Insurer's or General Distributor's rights with respect to any later default or failure of performance. (b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not create the relationship of employer and employee between the parties to this Agreement. Insurer and General Distributor are independent contractors with respect to Broker Dealer and its Representatives. (c) ASSIGNMENTS. Broker Dealer will not assign or transfer, either wholly or partially, this Agreement or any of the benefits accrued or to accrue under it, without the written prior consent of a duly authorized officer of the Insurer and General Distributor. (d) SERVICE OF PROCESS. If Broker Dealer receives or is served with any notice or other paper concerning any legal action against Insurer or General Distributor, Broker Dealer agrees to notify Insurer immediately (in any event not later than the first business day after receipt) by telephone and further agrees to transmit any papers that are served or received by facsimile to (612) 342-7531 and by overnight mail to Insurer's Office of General Counsel. (e) SEVERABILITY. It is understood and agreed by the parties to this Agreement that if any part, term or provision of this Agreement is held to be invalid or in conflict with any law or regulation, the validity of the remaining portions or provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. 8 (f) GOVERNING LAW. It is agreed by the parties to this Agreement that the Agreement and all of its provisions will be governed by the laws of the State of Minnesota. (g) LIMITATIONS. No party other than Insurer shall have the authority on behalf of Insurer to make, alter, or discharge any policy, contract, or certificate issued by Insurer, to waive any forfeiture or to grant, permit, nor extend the time for making any payments nor to guarantee earnings or rates, nor to alter the forms which Insurer may prescribe or substitute other forms in place of those prescribed by Insurer, nor to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of Insurer, nor to open any bank account in the full legal name of Insurer, any derivation thereof or any tradename thereof. 8. TERRITORY Broker Dealer's territory is limited geographically to those jurisdictions in which the Variable Contracts may lawfully be offered, provided that Broker Dealer's right to solicit sales of and to sell the Variable Contracts in such jurisdictions is not exclusive. 9. EFFECTIVE DATE This Agreement shall be effective ________________, 199__. 9 IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__. INSURER: RELIASTAR LIFE INSURANCE COMPANY By: _____________________________ Title: _____________________________ GENERAL DISTRIBUTOR: WASHINGTON SQUARE SECURITIES, INC. By: _____________________________ Title: _____________________________ BROKER DEALER: ______________________________________ By: _____________________________ Title: _____________________________ 10 "D" BROKER DEALER AGENCY SELLING AGREEMENT FOR VARIABLE CONTRACTS This Agreement is made among the following four parties: 1. RELIASTAR LIFE INSURANCE COMPANY 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 a Minnesota domiciled stock life insurance company (hereinafter "INSURER"); and, 2. WASHINGTON SQUARE SECURITIES, INC. 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 an affiliate of Insurer, registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and a member of the National Association of Securities Dealers, Inc. ("NASD") (hereinafter "GENERAL DISTRIBUTOR"); and, 3. ______________________________ ______________________________ Street ______________________________ City State ZIP registered as a broker-dealer with the SEC and a member of the NASD (hereinafter "BROKER-DEALER"); and, 4. ______________________________ ______________________________ Street ______________________________ City State ZIP an affiliate of Broker-Dealer and a licensed insurance agency (hereinafter "AGENCY"). RECITALS: Whereas, Broker-Dealer has become affiliated with Agency in order to satisfy state insurance law requirements with respect to the sale of variable insurance products which are registered securities with the SEC. Whereas, the parties wish to enter into an agreement for the distribution of Variable Contracts by Broker-Dealer and Agency; and Whereas, Insurer has appointed General Distributor as principal underwriter and distributor (as those terms are defined by the Investment Company Act of 1940) of the Variable Contracts and has authorized General Distributor to enter into selling agreements with registered broker-dealers for the solicitation and sale of Variable Contracts; and, Whereas, Insurer and General Distributor propose to have Broker-Dealer's registered representatives who are affiliated with Agency and who are licensed as life insurance/variable contract agents in appropriate jurisdictions ("Representatives") solicit and sell Variable Contracts; and, Whereas, Insurer and General Distributor propose to have Broker-Dealer provide certain supervisory and administrative services as hereinafter described with respect to the solicitation and sales of Variable Contracts; and, NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties now agree as follows: 1. VARIABLE CONTRACTS In this Agreement, The words "Variable Contract" shall mean those variable life insurance policies and variable annuity contracts identified in Section 1 of the Compensation Schedule attached hereto, and as may hereafter be amended. Insurer may in its sole discretion and without notice to Broker Dealer, suspend sales of any Variable Contracts or amend any policies or contracts evidencing such Variable Contracts if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Broker Dealer prior to suspending sales of any Variable Contracts or amending any policies or contracts evidencing such Variable Contracts. 2 Insurer may issue and propose additional or successor products, in which event Broker Dealer will be informed of the product and its related Commission Schedule. If Broker Dealer does not agree to distribute such product (s), it must notify Insurer in writing within 30 days of receipt of the Commission Schedule for such product(s). If Broker Dealer does not indicate disapproval of the new product(s) or the terms contained in the related Commission Schedule, Broker Dealer will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Commission Schedule which shall be attached to and made a part of this Agreement. 2. AGENCY APPOINTMENTS On the effective date, Insurer and General Distributor appoint Broker Dealer and its affiliated Agency and Broker Dealer and Agency accept the appointment to solicit sales of and to sell Variable Contracts only, pursuant to the terms of this Agreement. 3. DUTIES OF BROKER DEALER (a) SUPERVISION OF REPRESENTATIVES. Broker Dealer shall have full responsibility for the training and supervision of all Representatives who are engaged directly or indirectly in the offer or sale of the Variable Contracts, and all such persons shall be subject to the control of Broker Dealer with respect to such persons' securities regulated activities in connection with the Variable Contracts. Broker Dealer will cause the Representatives to be trained in the sale of the Variable Contracts, will cause such Representatives to qualify under applicable federal and state laws to engage in the sale of the Variable Contracts; will cause such Representatives to be registered representatives of Broker Dealer before such Representatives engage in the solicitation of applications for the Variable Contracts; and will cause such Representatives to limit solicitation of applications for the Variable Contracts to jurisdictions where Insurer has authorized such solicitation. Broker Dealer shall cause such Representatives' qualifications to be certified to the satisfaction of General Distributor and shall notify General Distributor if any Representative ceases to be a registered representative of Broker Dealer or ceases to maintain the proper licensing required for the sale of the Variable Contracts. All parties shall be liable for their own negligence and misconduct under this paragraph. (b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to allowing its Representatives to solicit for sales or sell the Variable Contracts, shall require such representatives to be validly insurance licensed, registered and appointed by Insurer as a variable contract agent in accordance with the jurisdictional 3 requirements of the place where the solicitations and sales take place as well as the solicited person's or entity's place of residence. Broker Dealer and Agency shall assist Insurer in the appointment of Representatives under the applicable insurance laws to sell the Variable Contracts. Broker Dealer shall fulfill all Insurer requirements in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of Insurer. All such licensing/appointment papers shall be submitted to Insurer or its designee by Broker Dealer. Notwithstanding such submission, Insurer shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Representative as an insurance agent of Insurer. (c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES LAWS. Broker Dealer shall fully comply with the requirements of the National Association of Securities Dealers, Inc., the Securities Exchange Act of 1934 and all other applicable federal and state laws. In addition, Broker Dealer will establish and maintain such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Representatives as required by applicable law or regulation. Upon request by General Distributor, Broker Dealer shall furnish such records as may be necessary to establish such diligent supervision. (d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a Representative fails or refuses to submit to supervision of Broker Dealer or otherwise fails to meet the rules and standards imposed by Broker Dealer on its Representatives, Broker Dealer shall advise General Distributor of this fact and shall immediately notify such Representative that he or she is no longer authorized to sell the Variable Contracts and Broker Dealer shall take whatever additional action may be necessary to terminate the sales activities of such Representative relating to the Variable Contracts. (e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING. Broker-Dealer shall be provided, without any expense to Broker Dealer, with prospectuses relating to the Variable Contracts and such other supplementary sales material as General Distributor determines is necessary or desirable for use in connection with sales of the Variable Contracts. NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO THE VARIABLE CONTRACTS, INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE USED BY BROKER DEALER OR AGENCY UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY GENERAL DISTRIBUTOR PRIOR TO SUCH USE. 4 In addition, neither Broker Dealer nor Agency shall print, publish or distribute any advertisement, circular or any document relating to Insurer unless such advertisement, circular or document shall have been approved in writing by Insurer prior to such use. Upon termination of this Agreement, all prospectuses, sales promotion material, advertising, circulars, documents and software relating to the sales of the Variable Contracts shall be promptly turned over to Insurer free from any claim or retention of rights by the Broker Dealer or Agency. Insurer represents that the prospectus and registration statement relating to the Variable Contracts contain no untrue statements of material fact or omission to state material fact, the omission of which makes any statement contained in the prospectus and registration statement misleading. Insurer agrees to indemnify Broker Dealer from and against any claims, liabilities and expenses which may be incurred under the Securities Act of 1933, the Investment Company Act of 1940, common law or otherwise arising out of a breach of the agreement in this paragraph. Broker Dealer and Agency agree to hold harmless and indemnify Insurer and General Distributor against any and all claims, liabilities and expenses which Insurer or General Distributor may incur from liabilities arising out of or based upon any alleged or untrue statement other than statements contained in the registration statement, prospectus or approved sales material of any Variable Contract. In accordance with the requirements of the laws of the several states, Broker Dealer and Agency shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to staff of Insurer or its designated agent in field inspections and shall make such material available to personnel of state insurance departments, the NASD or other regulatory agencies, including the SEC, which have regulatory authority over Insurer or General Distributor. Broker Dealer and Agency, jointly and severally hold Insurer, General Distributor and their affiliates harmless from any liability arising from the use of any material which either (a) has not been specifically approved in writing, or (b) although previously approved, has been disapproved, in writing, for further use. (f) SECURING APPLICATIONS. All applications for Variable Contracts shall be made on application forms supplied by Insurer and all payments collected by Broker Dealer or any Representative thereof shall be remitted promptly in full, together with such application forms and any other required documentation, directly to Insurer at the address indicated on such application or to such other address as Insurer may, from time-to-time, designate in writing. Broker Dealer shall review all such applications for accuracy and completeness. Checks or 5 money orders in payment on any such Variable Contract shall be drawn to the order of "ReliaStar Life Insurance Company." All applications are subject to acceptance or rejection by Insurer at its sole discretion. All records or information obtained hereunder by Broker Dealer shall not be disclosed or used except as expressly authorized herein, and Broker Dealer will keep such records and information confidential, to be disclosed only as authorized or if expressly required by federal or state regulatory authorities. (g) COLLECTION OF PURCHASE PAYMENTS. Broker Dealer agrees that all money or other consideration tendered with or in respect of any application for a Variable Contract and the Variable Contract when issued is the property of Insurer and shall be promptly remitted in full to Insurer without deduction or offset for any reason, including by way of example but not limitation, any deduction or offset for compensation claimed by Broker Dealer. (h) POLICY DELIVERY. Insurer will transmit Variable Contracts to Broker Dealer for delivery to Policyowners. Broker Dealer hereby agrees to deliver all such Variable Contracts to Policyowners within ten (10) days of their receipt by Broker Dealer from Insurer. Broker Dealer agrees to indemnify and hold harmless Insurer for any and all losses caused by Broker Dealer's failure to perform the undertakings described in this paragraph. Broker Dealer hereby authorizes Insurer to set off any amount it owes Insurer under this paragraph against any and all amounts otherwise payable to Broker Dealer by Insurer. (i) FIDELITY BOND. Broker Dealer represents that all directors, officers, employees and Representatives of Broker Dealer who are licensed pursuant to this Agreement as Insurer's agents for state insurance law purposes or who have access to funds of Insurer, including but not limited to funds submitted with applications for the Variable Contracts or funds being returned to owners, are and shall be covered by a blanket fidelity bond, including coverage for larceny and embezzlement, issued by a reputable bonding company. This bond shall be maintained by Broker Dealer at Broker Dealer's expense. Such bond shall be, at least, of the form, type and amount required under the NASD Rules of Fair Practice. Insurer may require evidence, satisfactory to it, that such coverage is in force and Broker Dealer shall give prompt written notice to Insurer of any notice of cancellation or change of coverage. Broker Dealer assigns any proceeds received from the fidelity bonding company to Insurer to the extent of Insurer's loss due to activities covered by the bond. If there is any deficiency amount, whether due to a deductible or otherwise, Broker Dealer shall promptly pay Insurer such amount on demand and Broker Dealer hereby indemnifies and holds harmless Insurer from any such deficiency and from the costs of collection thereof (including reasonable attorneys' fees). 6 4. COMPENSATION (a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor, shall pay a dealer concession to Broker Dealer on all sales of Variable Contracts through such Representatives, in accordance with the form of the Compensation Schedule attached hereto, which is in effect when purchase payment on such Variable Contracts are received by Insurer. Dealer concessions will be paid as a percentage of premiums received in cash or other legal tender and accepted by Insurer on applications obtained by Broker Dealer's Representatives unless otherwise indicated in Compensation Schedule A. Upon termination of this Agreement, all compensation payable hereunder shall cease; however, Broker Dealer shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such Compensation to and in the name of Broker Dealer or its affiliated Agency. Broker Dealer agrees to hold Insurer and General Distributor harmless from all claims of its Representatives for compensation in respect of such Representative's sales of Variable Contracts. (b) COMMISSION STATEMENTS. Broker Dealer will be provided with copies of its Representatives' commission statements together with Broker Dealer's own commission statements for each commission payment period in which commissions are payable. Broker Dealer agrees that, except as to clerical errors and material undisclosed facts, if any, such statements constitutes a complete and accurate statement of the commission account unless written notice is provided to Insurer within 120 days after the date of the statement, which notice specifically sets forth the objections or exceptions thereto. (c) COMPENSATION SCHEDULES. The initial Compensation Schedule is attached. Insurer and General Distributor reserve the right to change, amend, or cancel any Compensation Schedule as to business produced after such change by mailing notice of such change in the form of a new Compensation Schedule to Broker Dealer. Such change shall be effective, unless otherwise specified, ten (10) days after the notice is mailed. (d) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to reject any and all applications and collections submitted, to discontinue writing any form of policy, to take possession of and cancel any policy and return the premium or any part of it, and to make any compromise settlement in respect of a policy. Broker Dealer will not be entitled to receive or retain any compensation on premiums or parts of premiums Insurer does not receive and retain because of such rejection, discontinuance, cancellation, or compromise settlement. If compensation has been paid to which Broker Dealer is not entitled, any amount 7 credited will be charged back, and if the account balance is insufficient to cover the credited amount, Broker Dealer as applicable agrees to promptly repay the credited amount. 5. TERMINATION This Agreement may be terminated, without cause, by any party upon thirty (30) days prior written notice; and may be terminated, for failure to perform satisfactorily or other cause, by any party immediately; and shall be terminated if Broker Dealer ceases to be registered as a broker dealer under the Securities Exchange Act of 1934 and a member of the NASD or, if Agency ceases to maintain its insurance agent license(s) in good standing in the jurisdictions in which it conducts business. 6. ARBITRATION Any dispute, claim or controversy arising out of or in connection with this Agreement shall be submitted to arbitration pursuant to the NASD's arbitration facilities. If the subject matter of the dispute, claim or controversy is not within the scope of matters which may arbitrated through the NASD arbitration facilities, then such dispute, claim or controversy shall, upon the written request of any party, be submitted to three arbitrators, one to be chosen by each party, and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the receipt of the written notice from the other party requesting it to do so, the requesting party may appoint two arbitrators. If the two arbitrators fail to agree in the selection of a third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be active or retired executive officers of insurance companies not under the control of any party to this Agreement. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the third arbitrator. The arbitration shall be held in Minneapolis, Minnesota at the times agreed upon by the arbitrators. The decision in writing of any two arbitrators, when filed with the parties hereto shall be final and binding on both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and of the arbitration. 8 7. GENERAL PROVISIONS (a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall not be effective until approved by Insurer and General Distributor. Insurer and General Distributor reserve the right to amend this Agreement at any time, and the submission of an application for the purchase of a Variable Contract by either Broker Dealer or Agency after notice of any such amendment has been sent shall constitute Broker Dealer's or Agency's, as applicable, agreement to any such amendment. No additions, amendments or modifications of this Agreement or any waiver of any provision will be valid unless approved, in writing, by one of Insurer's duly authorized officers. In addition, no approved waiver of any default, or failure of performance by Broker Dealer or Agency will affect Insurer's or General Distributor's rights with respect to any later default or failure of performance. (b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not create the relationship of employer and employee between the parties to this Agreement. Insurer and General Distributor are independent contractors with respect to Broker Dealer, its Representatives, Agency and its Agents. (c) ASSIGNMENTS. Neither Broker Dealer nor Agency will assign or transfer, either wholly or partially, this Agreement or any of the benefits accrued or to accrue under it, without the written prior consent of a duly authorized officer of the Insurer and General Distributor. (d) SERVICE OF PROCESS. If Broker Dealer or Agency receives or is served with any notice or other paper concerning any legal action against Insurer or General Distributor, Broker Dealer or Agency agrees to notify Insurer immediately (in any event not later than the first business day after receipt) by telephone and transmit any papers that are served or received by facsimile to (612) 342-7531 and by overnight mail to Insurer's Office of General Counsel. (e) SEVERABILITY. It is understood and agreed by the parties to this Agreement that if any part, term or provision of this Agreement is held to be invalid or in conflict with any law or regulation, the validity of the remaining portions or provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. (f) GOVERNING LAW. It is agreed by the parties to this Agreement that the Agreement and all of its provisions will be governed by the laws of the State of Minnesota. 9 (g) LIMITATIONS. No party other than Insurer shall have the authority on behalf of Insurer to make, alter, or discharge any policy, contract, or certificate issued by insurer, to waive any forfeiture or to grant, permit, nor extend the time for making any payments nor to guarantee earnings or rates, nor to alter the forms which Insurer may prescribe or substitute other forms in place of those prescribed by Insurer, nor to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of Insurer, nor to open any bank account in the full legal name of Insurer, any derivation thereof or any tradename thereof. 8. TERRITORY Broker Dealer's territory is limited geographically to those jurisdictions in which the Variable Contracts may lawfully be offered, provided that Broker Dealer's right to solicit sales of and to sell the Variable Contracts in such jurisdictions is not exclusive. 9. EFFECTIVE DATE This Agreement shall be effective ________________, 199__. 10 IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__. INSURER: RELIASTAR LIFE INSURANCE COMPANY By: _____________________________ Title: _____________________________ GENERAL DISTRIBUTOR: WASHINGTON SQUARE SECURITIES, INC. By: _____________________________ Title: _____________________________ BROKER DEALER: ______________________________________ By: _____________________________ Title: _____________________________ AGENCY: _______________________________________ By: ______________________________ Title: ______________________________ 11 AGENCY SELLING AGREEMENT This Agreement is made between: 1. RELIASTAR LIFE INSURANCE COMPANY 20 Washington Avenue South Minneapolis, Minnesota 55401-1900 A MINNESOTA DOMICILED STOCK LIFE INSURANCE COMPANY (hereinafter "INSURER"); and, 2. --------------------------------------- --------------------------------------- STREET --------------------------------------- CITY, STATE ZIP A LICENSED INSURANCE AGENCY (hereinafter "AGENCY"). IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS HEREINAFTER SET FORTH, THE PARTIES NOW AGREE AS FOLLOWS: 1. DEFINITIONS In this Agreement, the words "Traditional Life Insurance Policy" shall mean those life insurance policies and annuity contracts identified in the attached Compensation Schedule and as may hereafter be amended. Insurer may in its sole discretion and without notice to Agency, suspend sales of any Traditional Life Insurance Policies or amend any policies or contracts evidencing such Traditional Life Insurance Policies if, in Insurer's opinion, such suspension or amendment is: (1) necessary for compliance with federal, state, or local laws, regulations, or administrative order(s); or, (2) necessary to prevent administrative or financial hardship to Insurer. In all other situations, Insurer shall provide 30 days notice to Agency prior to suspending sales of any Traditional Life Insurance Policies or amending any policies or contracts evidencing such Traditional Life Insurance Policies. 1 Insurer may issue and propose additional or successor products, in which event Agency will be informed of the product and its related Compensation Schedule. If Agency does not agree to distribute such product(s), it must notify Insurer in writing within 30 days of receipt of the Compensation Schedule for such product(s). If Agency does not indicate disapproval of the new product(s) or the terms contained in the related Compensation Schedule, Agency will be deemed to have thereby agreed to distribute such product(s) and agreed to the related Compensation Schedule which shall be attached to and made a part of this Agreement. 2. AGENCY APPOINTMENT On the effective date, Insurer appoints Agency, and Agency accepts the appointment to solicit sales of and to sell Traditional Life Insurance Policies pursuant to the terms of this Agreement. 3. DUTIES OF AGENCY (a) SUPERVISION OF AGENTS AND REPRESENTATIVES. Agency shall have full responsibility for the training and supervision of all Agents who are engaged directly or indirectly in the offer or sale of Traditional Life Insurance Policies. Agency will cause the Agents to be trained in the sale of Traditional Life Insurance Policies, will cause such Agents to qualify under applicable state insurance laws to engage in the sale of life insurance before such Agents engage in the solicitation of applications for Traditional Life Insurance Policies; and will cause such Agents to limit solicitation of applications for Traditional Life Insurance Policies to jurisdictions where Insurer has authorized such solicitation. Agency shall cause such Agents' qualifications to be certified to the satisfaction of Insurer and shall notify Insurer if any Agent ceases to be an employee of Agency or ceases to maintain the proper licensing required for the sale of Traditional Life Insurance Policies. All parties shall be liable for their own negligence and misconduct under this paragraph. (b) AGENT INSURANCE COMPLIANCE. Agency, prior to allowing Agents to solicit for sales or sell Traditional Life Insurance Policies, shall require such agents to be validly insurance licensed, registered and appointed by Insurer as a life insurance agent in accordance with the jurisdictional requirements of the place where the solicitations and sales take place as well as the solicited person's or entity's place of residence. Agency shall assist Insurer in the appointment of Agents under the applicable insurance laws to sell Traditional Life Insurance Policies. 2 Agency shall fulfill all Insurer requirements in conjunction with the submission of licensing/appointment papers for all applicants as insurance agents of Insurer. All such licensing/appointment papers shall be submitted to Insurer or its duly appointed agent by Agency. Notwithstanding such submission, Insurer shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Agent as an insurance agent of Insurer. (c) SALES PROMOTION MATERIAL AND ADVERTISING. Agency shall be provided, without any expense to Agency, such sales promotion and advertising materials as Insurer determines is necessary or desirable for use in connection with sales of Traditional Life Insurance Policies. NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO TRADITIONAL LIFE INSURANCE POLICIES, INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE USED BY AGENCY UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY INSURER PRIOR TO SUCH USE. In addition, Agency shall not print, publish or distribute any advertisement, circular or any document relating to Insurer unless such advertisement, circular or document shall have been approved in writing by Insurer prior to such use. Upon termination of this Agreement, all sales promotion material, advertising, circulars, documents and software relating to the sales of Traditional Life Insurance Policies shall be promptly turned over to Insurer free from any claim or retention of rights by the Agency. In accordance with the requirements of the laws of the several states, Agency shall maintain complete records indicating the manner and extent of distribution of any such solicitation material, shall make such records and files available to staff of Insurer or its designated agent in field inspections and shall make such material available to personnel of state insurance departments other regulatory agencies which have regulatory authority over Insurer. Agency holds Insurer and its affiliates harmless from any liability arising from the use of any material which either (a) has not been specifically approved in writing, or (b) although previously approved, has been disapproved, in writing, for further use. (d) SECURING APPLICATIONS. All applications for Traditional Life Insurance Policies shall be made on application forms supplied by Insurer and all payments collected by Agency or any Agent, thereof shall be remitted promptly in full, together with such application forms and any other required documentation, directly to Insurer at the address indicated on such application or to such other address as Insurer may, from time-to-time, designate in writing. Agency shall review all such applications for accuracy and completeness. 3 Checks or money orders in payment on any such Traditional Life Insurance Policy shall be drawn to the order of "ReliaStar Life Insurance Company." All applications are subject to acceptance or rejection by Insurer at its sole discretion. All records or information obtained hereunder by Agency shall not be disclosed or used except as expressly authorized herein, and Agency will keep such records and information confidential, to be disclosed only as authorized or if expressly required by federal or state regulatory authorities. (e) COLLECTION OF PURCHASE PAYMENTS. Agency agrees that all money or other consideration tendered with or in respect of any application for a Traditional Life Insurance Policy and the Traditional Life Insurance Policy when issued is the property of Insurer and shall be promptly remitted in full to Insurer without deduction or offset for any reason, including by way of example but not limitation, any deduction or offset for compensation claimed by Agency. (f) POLICY DELIVERY. Insurer may, upon written request of Agency, transmit Traditional Life Insurance Policies to Agency for delivery to Policyowners. Agency hereby agrees to deliver all such Traditional Life Insurance Policies to Policyowners within ten (10) days of their receipt by Agency from Insurer. Agency agrees to indemnify and hold harmless Insurer for any and all losses caused by Agency's failure to perform the undertakings described in this paragraph. Agency hereby authorizes Insurer to set off any amount it owes Insurer under this paragraph against any and all amounts otherwise payable to Agency by Insurer. 4. COMPENSATION (a) TRADITIONAL LIFE INSURANCE POLICIES. Insurer shall pay commissions to Agency on all sales of Traditional Life Insurance Policies through Agents in accordance with the applicable Compensation Schedule attached hereto, which is in effect when purchase payments on such Traditional Life Insurance Policies are received by Insurer. Commissions will be paid as a percentage of premiums received in cash or other legal tender and accepted by insurer on applications submitted by Agency unless otherwise indicated in the applicable Compensation Schedule. Upon termination of this Agreement, all compensation payable hereunder shall cease except as specified in the Compensation Schedule; however, Agency shall continue to be liable for any chargebacks or for any other amounts advanced by or otherwise due Insurer hereunder. Insurer will pay all such Compensation to and in the name of Agency. Agency agrees to hold Insurer harmless from all claims Agents' have for compensation in respect of Agents' sales of Traditional Life Insurance Policies. (b) COMMISSION STATEMENTS. Agency will be provided with copies of its Agents' commission statements for each commission payment period in which 4 commissions are payable. Agency agrees that, except as to clerical errors and material undisclosed facts, if any, such statements constitutes a complete and accurate statement of the commission account unless written notice is provided to Insurer within 120 days after the date of the statement, which notice specifically sets forth the objections or exceptions thereto. (c) COMPENSATION SCHEDULES. The initial Compensation Schedule is attached. Insurer reserves the right to change, amend, or cancel any Compensation Schedule as to business produced after such change by mailing notice of such change in the form of a new Compensation Schedule to Agency. Such change shall be effective, unless otherwise specified, ten (10) days after the notice is mailed. (d) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to reject any and all applications and collections submitted, to discontinue writing any form of policy, to take possession of and cancel any policy and return the premium or any part of it, and to make any compromise settlement in respect of a policy. Agency will not be entitled to receive or retain any compensation on premiums or parts of premiums Insurer does not receive and retain because of such rejection, discontinuance, cancellation, or compromise settlement. If compensation has been paid to which Agency is not entitled, any amount credited will be charged back, and if the account balance is insufficient to cover the credited amount, Agency as applicable agrees to promptly repay the credited amount. (e) RIGHT OF OFFSET. Insurer may offset against any compensation due Agency under this Agreement, or due Agency by separate agreement from any affiliated company of ReliaStar Financial Corp., any amounts now due or subsequently due from Agency to the Insurer, or any affiliated company of ReliaStar Financial Corp. Any and all amounts due from Agency shall be a first lien against the compensation due Agency under this Agreement, prior to any assignment or other agreement Agency might enter. Agency shall repay all amounts advanced by Insurer and/or affiliated company of ReliaStar Financial Corp. Insurer and/or any affiliated company of ReliaStar Financial Corp. shall not be limited to its right of offset but may at any time demand immediate repayment. 5. TERMINATION This Agreement may be terminated, without cause, by any party upon thirty (30) days prior written notice; and may be terminated, for failure to perform satisfactorily or other cause, by any party immediately; and shall be terminated if 5 Agency ceases to maintain its insurance agent license(s) in good standing in the jurisdictions in which it conducts business. 6. ARBITRATION Any dispute, claim or controversy arising out of or in connection with this Agreement shall be submitted to arbitration. Upon the written request of any party, such dispute shall be submitted to three arbitrators, one to be chosen by each party, and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the receipt of the written notice from the other party requesting it to do so, the requesting party may appoint two arbitrators. If the two arbitrators fail to agree in the selection of a third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be active or retired executive officers of insurance companies not under the control of any party to this Agreement. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the third arbitrator. The arbitration shall be held in Minneapolis, Minnesota at the times agreed upon by the arbitrators. The decision in writing of any two arbitrators, when filed with the parties hereto shall be final and binding on both parties. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and of the arbitration. 7. GENERAL PROVISIONS (a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall not be effective until approved by Insurer. Insurer reserves the right to amend this Agreement at any time, and the submission of an application by Agency after notice of any such amendment has been sent shall constitute Agency's agreement to any such amendment. No additions, amendments or modifications of this Agreement or any waiver of any provision will be valid unless approved, in writing, by one of Insurer's duly authorized officers. In addition, no approved waiver of any default, or failure of performance by Agency will affect Insurer's rights with respect to any later default or failure of performance. (b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not create the relationship of employer and employee between the parties to this Agreement. Agency and its Agents are independent contractors with respect to Insurer. 6 (c) ASSIGNMENTS. Agency shall not assign or transfer, either wholly or partially, this Agreement or any of the benefits accrued or to accrue under it, without the written prior consent of a duly authorized officer of the Insurer. (d) SERVICE OF PROCESS. If Agency receives or is served with any notice or other paper concerning any legal action against Insurer, Agency agrees to notify Insurer immediately (in any event not later than the first business day after receipt) by telephone and transmit any papers that are served or received by facsimile to (612) 342-7531 and by overnight mail to Insurer's Office of General Counsel. (e) SEVERABILITY. It is understood and agreed by the parties to this Agreement that if any part, term or provision of this Agreement is held to be invalid or in conflict with any law or regulation, the validity of the remaining portions or provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. (f) GOVERNING LAW. It is agreed by the parties to this Agreement that the Agreement and all of its provisions will be governed by the laws of the State of Minnesota. (g) LIMITATIONS. No party other than Insurer shall have the authority on behalf of Insurer to make, alter, or discharge any policy, contract, or certificate issued by insurer, to waive any forfeiture or to grant, permit, nor extend the time for making any payments nor to guarantee earnings or rates, nor to alter the forms which Insurer may prescribe or substitute other forms in place of those prescribed by Insurer, nor to enter into any proceeding in a court of law or before a regulatory agency in the name of or on behalf of Insurer, nor to open any bank account in the full legal name of Insurer, any derivation thereof or any tradename thereof. 8. TERRITORY Agency's territory is limited geographically to those jurisdictions in which the Traditional Life Insurance policies may be lawfully offered, provided that Agency's right to solicit sales of and to sell the Traditional Life Insurance Policies in such territory is not exclusive. 9. EFFECTIVE DATE This Agreement shall be effective _____________, 1996. IN WITNESS WHEREOF, we set our hands this ____ day of __________, 1996. 7 INSURER: RELIASTAR LIFE INSURANCE COMPANY By: ------------------------------- Title: ------------------------------- AGENCY: - ---------------------------------------- By: ------------------------------- Title: ------------------------------- BROKER-DEALER AGENCY COMPENSATION SCHEDULE FOR RELIASTAR LIFE INSURANCE COMPANY ("RELIASTAR LIFE") VARIABLE CONTRACTS EFFECTIVE ________________ This Compensation Schedule shall be used to determine compensation payable to the Broker-Dealer under the Broker-Dealer Agency Selling Agreement for Variable Contracts through Broker-Dealer from the Effective Date of this Schedule until it is suspended, cancelled, changed or replaced. This Schedule is applicable to the following Variable Contracts: 1. RELIASTAR LIFE SELECT*ANNUITY III Broker-Dealer shall be paid a total dealer concession according to the following schedule: ReliaStar Life has two commission schedules on Select*Annuity III. Schedule A pays all commissions as a percentage of premiums paid. Representatives may select on a policy by policy basis which commission schedule they desire by marking on the application. If the representative does not select an option, commissions will default to Schedule A, full front end commissions. Commission Schedule A:
Total Cumulative* PREMIUM FROM Ages 0-75 Dealer Ages 76-85 Dealer ISSUE CONCESSION CONCESSION $ 0 - 4,999 4.0% 2.4% $ 5,000 - 9,999 5.0% 3.0% $10,000 + 5.5% 3.3% Commission Schedule B: Total Cumulative* PREMIUM FROM Ages 0-75 Dealer Ages 76-85 Dealer ISSUE CONCESSION CONCESSION $ 0 - 4,999 3.0% 1.4% $ 5,000 - 9,999 4.0% 2.0% $10,000 + 4.5% 2.3%
ANNUAL DEALER CONCESSION TRAIL (AS % OF YEAR CONTRACT VALUE)** 1 .00% 2 - 6 .20% 7 + .40% * First premium that brings Cumulative Premium into the next tier will receive the next tier's rate. Commissions paid on earlier premiums will not be adjusted. ** Trail commissions will be calculated quarterly (measured from contract date) based on the contract value at the time. The first calculation will take place at the end of the 15th contract month. The trail commission will be paid for eligible contracts at the end of each calendar quarter. 2. RELIASTAR LIFE SELECT*LIFE II Broker-Dealer shall be paid a total dealer concession according to the following schedule: ISSUE AGES 0-65 ISSUE AGES 66-75 1st Year 90.00% 81.00% Excess Premium 3.60% 3.60% (1st Year) Basic Renewal and 2.00% 2.00% Lifetime Renewal Commissions Asset Based*** 0.25% 0.25% 3. RELIASTAR LIFE SELECT*LIFE III Broker-Dealer shall be paid a total dealer concession according to the following schedule: ISSUE AGES 0-65 ISSUE AGES 66-75 1st Year 63.00% 54.00% Excess Premium 4.50% 4.50% (1st Year) Basic Renewal and 2.50% 2.50% Lifetime Renewal Commissions Asset Based*** 0.10% 0.10% 2 *** Asset Based commissions, per policy, are based on the average of the twelve monthly Accumulation Values measured at the end of the Policy Month. The Asset Based Commissions are payable at the end of each Policy Year when that average is greater than or equal to $5,000.00. It will be paid concurrently with the first pay period immediately following the Policy Anniversary. II General Rules Pertaining to Variable Contracts 1. CHANGE OF DEALER AUTHORIZATION. No compensation of any kind shall be payable in respect of Variable Contracts following Insurer's or General Distributor's receipt of a change of dealer authorization applicable to such Variable contract. 2. CHANGE IN REPRESENTATIVE'S STATUS. If a Representative ceases to be an affiliated person of Broker-Dealer, all compensation in respect of Variable Contracts written by such Representative shall continue to be paid to Broker-Dealer (provided Broker-Dealer or another Representative affiliated with Broker-Dealer holds the required state insurance licenses and appointments) until the earlier of: (1) The date of a change of dealer authorization form or other customer account transfer form signed by the Variable Contract Owner is filed with Insurer and General Distributor; or (2) The date the written consent of Broker-Dealer to the block transfer of all such Variable Contracts to another broker-dealer with whom ReliaStar Life has a selling agreement for Variable Contracts is filed with Insurer and General Distributor. 3. EXCLUSIVE COMPENSATION. Broker-Dealer agrees that no compensation of any kind other than as described herein is payable by Insurer or General Distributor in respect of Broker-Dealer's sales of Variable Contracts. 4. VESTING. First year commissions and Basic Renewal commissions in respect of Select*Life Variable Contracts issued after the effective date and prior to the termination date of Broker-Dealer's appointment are vested in Broker-Dealer and will be paid to Broker-Dealer as and when the related premium is received by the issuer and applied to the Select*Life Variable Contract issued, and provided, however, that no First Year commissions or Basic Renewal Commissions (Policy years 2 through 10), including those on cost of living or any other policy increases, will be paid after Broker-Dealer's appointment has been terminated for more than ten years. 3 The Asset Based Commission in respect of a Select*Life Variable Contract issued after the effective date and prior to the termination date of Broker-Dealer's appointment is vested in Broker-Dealer for a period of 120 months from the Policy Date and for a period of 120 months from the effective date of any commissionable increase in coverage sold by Broker-Dealer's Registered Representatives. Asset Based Commission, if payable, shall be calculated and paid in accordance with Footnote (***) above. Asset Based Commissions are not First Year Commissions, Basic Renewal Commissions, nor Lifetime Renewal Commissions. 5. RENEWAL OVERWRITE COMMISSIONS. Renewal Overwrite Commission of 50% of the Basic Renewal Commission or Lifetime Renewal Commission (renewals paid after 10th policy year) on renewal life insurance premiums paid on life insurance policies written by Broker-Dealer's Representatives, will be paid when such aggregate premiums exceed $300,000 per your contract year. Renewal overwrite will be paid only on policies with an application signed date of January 1, 1994 and later. 6. REPLACEMENT BUSINESS. If any policy is issued to replace a policy previously issued by Insurer or an affiliate, commissions will accrue only if and to the extent that Insurer's established practices provide for commissions on such replacements. 7. COMMISSIONS. Commissions shall accrue on Variable Contracts issued as and when premiums are received by Insurer and applied as premiums due or payable on such policies, except as Insurer's practices may otherwise provide. 8. CHARGE-BACKS. In any case, where Insurer has credited a commission to Broker-Dealer on the basis of a premium on a Variable Contract issued and the premium is returned to the purchaser, Insurer will charge back such commissions. 9. ADDITIONAL BENEFITS AND RIDERS. Commissions will be credited based on premiums for additional benefits (for example, waiver of premium and term riders) added at issue of a policy at the same rate as applied to the base policy premium. 4 BROKER-DEALER AGENCY COMPENSATION SCHEDULE FOR RELIASTAR LIFE INSURANCE COMPANY ("RELIASTAR LIFE") TRADITIONAL LIFE INSURANCE POLICIES EFFECTIVE ________________ This Compensation Schedule shall be used to determine compensation payable under the Broker-Dealer Agency Selling Agreement for Variable Contracts through Broker-Dealer from the Effective Date of this Schedule until it is suspended, cancelled, changed or replaced. I TABLE OF COMMISSION RATES
TOTAL TOTAL TOTAL LIFETIME FIRST YEAR BASIC RENEWAL COMMISSION RENEWAL COMMISSIONS POLICY YEAR COMMISSION PRODUCT 1ST 2ND 3RD-5TH 6TH-10TH 11TH & LATER A. LIFE INSURANCE The Plan 3 90 (A) (B) 3 3 3 3 The Plan 4 72 (A) (B) 3 3 3 3 The Bonus Plan 90 (A) (B) 3 3 3 3 Direction Plus Issue Ages 0-65 90 (A) (B) 3 3 3 3 Issue Ages 66-80 81 (A) (B) 3 3 3 3 Issue Ages 81-85 45 (A) (B) 3 3 3 3 Term Advantage 5 54(C) 3 3 2 2 Term Advantage 10 54(C) 3 3 2 2 Term Advantage 15 63(C) 3 3 2 2 LT-10 50,000- 72(C) 5 5 2 2 249,999 250,000+ 63(C) 5 5 2 2 YRT 250 63 5 5 2 2 B. ANNUITIES Summit Assembly 6.3 (E) N/A N/A N/A N/A Prism Annuity 4.5 (E) N/A N/A N/A N/A Retirement Income 4.32 (E) N/A N/A N/A N/A Annuity
FOOTNOTES: A. First Year Commission on the Plan 3, the Plan 4, Direction Plus and the Bonus Plan is the stated percentage of the minimum annual premium plus 3% of the first year premium in excess of the minimum annual premium. In addition, the stated percentage of the MINIMUM annual premium attributable to any ------- increase in coverage will be paid to the Agent most recently selling a commissionable change in the policy with respect to any increase in coverage made later. An increase in coverage is any increase in face amount requested by the policyholder or due to a cost of living increase, or the addition of riders. For ages 66 and over the first Year COMMISSION may be reduced if the total amount of premium ---------- received in the first year exceeds $100,000. B. Payment of the Total Basic Renewal Commission and/or the Total Lifetime Renewal Commission on The Plan 3, The Plan 4, Direction Plus and Bonus Plan is suspended upon an increase in coverage until the amount of the premium payments made after the effective date of such an increase in coverage exceeds the minimum annual premium attributable to such an increase in coverage. An increase in coverage is any increase in face amount requested by the policyholder or due to a cost of living increase, or the addition of riders. C. In the event the policyholder exercises the exchange of policy option in accordance with the provisions of the LT-10 or Term Advantage (5,10, or 15) policy, a new Total First Year, Total Basic Renewal and Total Lifetime Renewal Commission will be paid in accordance with the Table beginning with the effective date of the new LT-10 or Term Advantage (5,10, or 15) policy. D. The Total First Year commission paid on the Summit Annuity is 6.3% of the premium through age 75 and 3.24% for issue ages 76 through 85. The Total First Year Commission paid on the Prism Annuity is 4.5% of premium through age 75 and 2.34% for issue ages 76 through 85. The Total First Year Commission paid on the Retirement Income Annuity is 4.32% of premium through age 75 and 2.16% for issue ages 76 through 85. II GENERAL RULES PERTAINING TO TRADITIONAL LIFE COMMISSIONS 1. REPLACEMENT BUSINESS. If any policy is issued to replace a policy previously issued by Insurer or an affiliate, commissions will accrue only if and to the extent that Insurer's established practices provide for commissions on such replacements. 2. COMMISSIONS. Commissions shall accrue on Contracts issued as and when premiums are received by Insurer and applied as premiums due or payable on such policies, except as Insurer's practices may otherwise provide. 2 3. CHARGE-BACKS. In any case, where Insurer has credited a commission to Agency on the basis of a premium on a Contract issued and the premium is returned to the purchaser, Insurer will charge back such commissions. 4. ADDITIONAL BENEFITS AND RIDERS. Commissions will be credited based on premiums for additional benefits (for example, waiver of premium and term riders) added at issue of a policy at the same rate as applied to the base policy premium. 5. COMMISSIONS PAYABLE ON SUBSTANDARD EXTRA PREMIUMS. Commission rates payable on extra premiums on policies, other than The Plan 3, The Plan 4 and The Bonus Plan, will be 40% of the commission percentage rate paid on the basic policy premium. No commissions will be paid on any temporary extra premiums. 6. VESTING. Upon termination of the Broker-Dealer Agency Selling Agreement, Total First Year Commissions and Total Basic Renewal Commissions on Contracts issued after the effective date of Broker-Dealer's Contract and before the date of termination of Broker-Dealer's appointment will be payable in accordance with the provisions of your Contract and provided, however, that no Total First Year Agent's Commissions or Total Basic Renewal Commissions, including those on cost of living or any other policy increases, will be paid after appointment has been terminated for more than ten years. Total Lifetime Renewal Commissions will not be payable after termination. 7. TERM CONVERSION. Any policy issued as a conversion from an individual term policy will accrue the same commissions as a regular new policy, unless Insurer's written rules otherwise provide. Unless converted from a YRT-250 policy in its first five policy years, any Plan 4 policy issued as a conversion will accrue commissions only on the increase in premium over the converted individual term policy. 8. CHANGE OF DEALER AUTHORIZATION. No compensation of any kind shall be payable in respect of Variable Contracts following Insurer's or General Distributor's receipt of a change of dealer authorization applicable to such Variable contract. 3 EX-99.A7 5 POLICY FORM AND RIDERS SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY - ------------------------------------------------- Variable and/or Fixed Accumulation Values Flexible Premiums Payable During Lifetime of Surviving Joint Insured Adjustable Face Amount Death Benefit Guarantee Death Benefit Options Nonparticipating - -------------------------------------------------- NOTICE Right to Return Policy Please read this policy carefully. If for any reason you don't want it, you may return it for a refund of all premiums paid. You must return this policy to us or your agent by midnight of the 10th day after you receive it. We will then consider this policy void from the start and refund all premiums you paid. The Death Benefit is payable on the death of the Surviving Joint Insured. We will pay the proceeds according to the Death Benefits portion of the Summary of Benefits on page 3, if we receive written proof that the Surviving Joint Insured died while this policy was in force. However, you must give us written proof of the first death of a Joint Insured as soon as it occurs. This policy also provides other benefits and rights. We issue this policy in consideration of the application and payment of the initial premium. THE AMOUNT OF THE PROCEEDS PAYABLE AT THE SURVIVING JOINT INSURED'S DEATH PRIOR TO AGE 100 OF THE YOUNGER JOINT INSURED WILL BE AT LEAST EQUAL TO THE FACE AMOUNT OF THE POLICY AS LONG AS THIS POLICY IS IN FORCE AND THERE IS NO LOAN AMOUNT OR UNPAID MONTHLY DEDUCTIONS. THE PERIOD OF TIME THIS LIFE INSURANCE STAYS IN FORCE WILL VARY DEPENDING ON THE INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT, INTEREST CREDITED TO THE NET PREMIUMS ALLOCATED TO FIXED ACCOUNT, THE AMOUNT OF PREMIUMS YOU PAY, ANY PARTIAL WITHDRAWALS, LOANS, AND CHARGES MADE AGAINST THIS POLICY. IF YOU PAY PREMIUMS SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE, WE GUARANTEE THIS POLICY WILL STAY IN FORCE DURING THE DEATH BENEFIT GUARANTEE PERIOD SHOWN ON THE POLICY DATA PAGE. THE VARIABLE ACCUMULATION VALUE WILL INCREASE OR DECREASE REFLECTING THE INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office Box 20 John H. Flittie President Minneapolis /s/ John H. Flittie Minnesota 55440 Susan M. Bergen Secretary /s/ Susan M. Bergen Page 1 85-230 INDEX PAGE Accumulation Value 10 Age and Sex 25 Allocation of Premiums 8 Amendment 26 Annual Statement 26 Beneficiary 18 Cash Surrender Value 15 Cash Value 15 Changes in Face Amount 6 Changes in Death Benefit Option 7 Claims 27 Contract 3 Control of Policy 18 Conversion Right 25 Death Benefit 5 Definitions 3 Death Benefit Guarantee 9 Fixed Accumulation Value 10 General Provisions 23 Grace Period 9 Incontestability 25 Insureds 1 Monthly Deduction 12 Net Premium 7 Nonforfeiture Provision 14 Ownership 18 Partial Withdrawal 15 Payment of Proceeds 24 Policy Data Page A Policy Loans 16 Premiums 7 Reinstatement 9 Right to Return Policy 1 Settlement Options 19 Suicide 25 Summary of Benefits 3 Termination 25 Total Surrender 15 Transfers 14 Variable Accumulation Value 11 Voting of Mutual Fund Shares 23 Additional benefits and restrictions, if any, are listed on the Policy Data Page. Page 2 5215 POLICY DATA PAGE DATE PRINTED POLICY NUMBER: S9-999-999 JANUARY 1, 1997 - --------------------------------------------------------------------------------
POLICY INFORMATION OWNER John Doe POLICY DATE January 1, 1997 ISSUE DATE January 1, 1997 EFFECTIVE DATE January 1, 1997 MATURITY DATE January 1, 2062 JOINT INSURED James Doe SEX, ISSUE AGE Male, 35 PREMIUM CLASS Preferred No Tobacco JOINT INSURED Jane Doe SEX, ISSUE AGE Female, 35 PREMIUM CLASS Preferred No Tobacco - -------------------------------- -------------------------------------------- ------------------------------------- DEATH BENEFITS INITIAL FACE AMOUNT $250,000 CURRENT FACE AMOUNT $250,000 MINIMUM FACE AMOUNT $250,000 DEATH BENEFIT OPTION Level Amount Option (A) CORRIDOR PERCENTAGE TABLE ATTAINED AGE CORRIDOR PERCENT 0-40 250% 45 215 50 185 55 150 60 130 65 120 70 115 75-90 105 95-100 100 - -------------------------------- -------------------------------------------- ------------------------------------- PREMIUMS INITIAL PREMIUM $1,000.00 PLANNED PREMIUM AMOUNT $1,000.00 FREQUENCY Annual DEATH BENEFIT GUARANTEE PERIOD 30 Years MINIMUM MONTHLY PREMIUM $1,000.00 PREMIUM ALLOCATION Fixed Account 20% Fidelity High Income Portfolio 20% Fidelity Equity-Income Portfolio 20% Fidelity Overseas Portfolio 20% Fidelity Money Market Portfolio 20% Form Numbers: 85-230 85-219 85-220 85-221 85-222 85-223 85-224 85-225 85-227 85-228 85-229 85-231 85-232 85-230 85-223 85-234 85-235 85-287 85-240 85-241 85-285 85-286 FIXED ACCOUNT INTEREST MINIMUM ANNUAL INTEREST RATE 4.00% RATES LOAN INTEREST RATE 7.40% payable in advance PREFERRED LOAN INTEREST RATE 5.21% payable in advance DEDUCTIONS AND PREMIUM EXPENSE CHARGE CHARGES PERCENT PREMIUM CHARGE 6.25% MAXIMUM PREMIUM $2.00 PROCESSING CHARGE MONTHLY EXPENSE CHARGE MAXIMUM MONTHLY $12.00 per month ADMINISTRATIVE CHARGE DEATH BENEFIT GUARANTEE CHARGE $7.50 per month TERM 30 Years MONTHLY POLICY CHARGE None MONTHLY AMOUNT CHARGE None MAXIMUM MORTALITY AND 0.90% EXPENSE RISK CHARGE TABLE OF SURRENDER CHARGES 0 $1,000.00 1 $1,000.00 6 $1,000.00 11 $800.00 2 $1,000.00 7 $1,000.00 12 $600.00 3 $1,000.00 8 $1,000.00 13 $400.00 4 $1,000.00 9 $1,000.00 14 $200.00 5 $1,000.00 10 $1,000.00 15 $0.00 Surrender Charges grade uniformly by policy month between the consecutive years shown above. NONFORFEITURE ITEMS CSO TABLES 1980 COMMISSIONER'S STANDARD ORDINARY MORTALITY TABLE FOR NONSMOKERS, AGE LAST BIRTHDAY 1980 COMMISSIONER'S STANDARD ORDINARY MORTALITY TABLE FOR SMOKERS, AGE LAST BIRTHDAY NONFORFEITURE INTEREST RATE 4.00% PERCENT OF PARTIAL WITHDRAWAL 0% in policy year 1; 20% per policy year in policy years 2-15; 100% thereafter
IMPORTANT NOTICE: IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY AGE WHERE EITHER NO PREMIUMS ARE PAID FOLLOWING THE INITIAL PREMIUM, OR SUBSEQUENT PREMIUMS ARE INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.
OPTIONAL BENEFITS Policy Split Rider Rider Issue Date January 1, 1997 Four Year Term Rider Rider Effective Date January 1, 1997 Rider Issue Date January 1, 1997 Rider Expiry Date January 1, 2001 FTR Face Amount $250,000 Cost of Insurance Rate See FTR Table of Monthly Guaranteed COI Rates Monthly Amount Charge None Death Benefit Guarantee Extension Rider (to age 100) Rider Effective Date January 1, 1997 Rider Issue Date January 1, 1997 Rider Expiry Date January 1, 2062 Extended Death Benefit Guarantee Period 65 years Extended Death Benefit Guarantee $3,000.00 Monthly Premium Cost of Insurance $2.50 per month in policy years 51-65 Death Benefit Guarantee Extension Rider (to age 85) Rider Effective Date January 1, 1997 Rider Issue Date January 1, 1997 Rider Expiry Date January 1, 2047 Extended Death Benefit Guarantee Period 50 years Extended Death Benefit Guarantee $2,000.00 Monthly Premium Cost of Insurance $2.50 per month in policy years 31-50 SURVIVORSHIP TERM RIDER Rider Effective Date January 1, 1997 Rider Issue Date January 1, 1997 Rider Expiry Date January 1, 2062 STR Face Amount $250,000 Cost of Insurance Rate See STR Table of Monthly Guaranteed COI Rates Monthly Amount Charge None FIRST TO DIE TERM RIDER Rider Effective Date January 1, 1997 Rider Issue Date January 1, 1997 Rider Expiry Date January 1, 2062 FDR Face Amount $250,000 Cost of Insurance Rate See FDR Table of Monthly Guaranteed COI Rates Monthly Amount Charge None
SUMMARY OF BENEFITS LIVING BENEFITS While any Joint Insured is alive, subject to this policy's provisions, you may: 1. Change the amount and frequency of your premium payments; 2. Change the allocation of your premiums; 3. Make transfers between accounts; 4. Surrender this policy for its Cash Surrender Value; 5. Make a Partial Withdrawal; 6. Take a Policy Loan; 7. Assign this policy as collateral; 8. Change the beneficiary; 9. Transfer ownership; and 10. Exercise any other rights this policy provides. While both Joint Insureds are alive, subject to this policy's provisions, you may: 1. Change the Face Amount; and 2. Change the Death Benefit Option. DEATH BENEFITS At the Surviving Joint Insured's death, the proceeds payable include the Death Benefit then in force: Plus any additional amounts provided; Plus a refund of any policy loan interest we have charged but not earned; Minus any Loan Amount; and Minus any unpaid Monthly Deductions. The Death Benefit Option in effect is shown on the Policy Data Page. All values are determined as of the Valuation Date or next following the date of the Surviving Joint Insured's death. The Death Benefit after the younger Joint Insured reaches age 100 is the Accumulation Value. THE CONTRACT This policy is a legal contract. Read your policy carefully! You rely on us to provide its benefits; we rely on you to pay its premiums. The entire contract is this policy and all applications, Policy Data Pages, riders, and amendments attached at time of issue or agreed upon later. Unless fraudulent, all statements made by or on behalf of anyone covered by this policy are representations and not warranties. No statement can be used to cancel this policy or can be used in our defense if we refuse to pay a claim, unless it is found in an application, rider, or amendment. CHANGES Policy changes must be in writing and signed by our President or Secretary, or one of our Vice Presidents or Assistant Secretaries. No agent or any other person may alter or change the terms and conditions of this policy. GENERAL DEFINITIONS IN FORCE The policy is in effect. JOINT INSUREDS The persons upon whose lives this policy is issued. The Policy Data Page lists the Joint Insureds. SURVIVING JOINT INSURED The Joint Insured who remains alive after the other Joint Insured dies. PROCEEDS The amount we pay when the Surviving Joint Insured dies or when this policy is surrendered. WE, US, OUR ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota. 85-219 3 GENERAL DEFINITIONS (CONTINUED) WRITTEN, IN WRITING A written request or notice, signed and dated, and received at our Home Office. The form and content of the request or notice must be acceptable to us. YOU, YOUR The owner of this policy, as shown on the Policy Data Page, unless changed as allowed in this policy. The Joint Insureds own this policy as joint tenants with right of survivorship, unless another owner is named. During the life time of the Joint Insureds, we reserve the right to require both Joint Insured's to sign any request to exercise rights under this policy. POLICY DEFINITIONS ACCUMULATION UNIT A unit of measure used to determine the Variable Accumulation Value. ACCUMULATION VALUE The total amount that this policy provides for investment at any time. The Accumulation Value is the total of the Fixed Accumulation Value and the Variable Accumulation Value. CASH VALUE The Accumulation Value minus any Surrender Charge. CASH SURRENDER VALUE The amount payable to you if you surrender this policy. It is the Cash Value minus any Loan Amount and unpaid Monthly Deductions. THE CODE The Internal Revenue Code of 1986, as amended. FACE AMOUNT The minimum Death Benefit payable as long as this policy is in force. The Initial Face Amount is shown on the Policy Data Page. You may change the Face Amount as described in this policy. FIXED ACCOUNT All our assets other than those allocated to the Variable Account or any other separate account. We have complete ownership and control of the assets in the Fixed Account. LOAN AMOUNT The sum of all unpaid policy loans including preferred loans. MONTHLY ANNIVERSARY The same date in each succeeding month as your Policy Date. Whenever your Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be the next Valuation Date. The first Monthly Anniversary is on the Policy Date. POLICY DATE The Policy Date is shown on the Policy Data Page. We use the Policy Date to determine policy years, policy months, Monthly Anniversaries, and policy anniversaries. 5213 4 POLICY DEFINITIONS (CONTINUED) SUB-ACCOUNT A subdivision of the Variable Account. Each Sub-account invests exclusively in the shares of one of the mutual funds. VALUATION DATE The close of business each day that the New York Stock Exchange is open for trading and valuations have not been suspended by the Securities and Exchange Commission. A Valuation Date may be any other day on which there is sufficient trading in the mutual funds' portfolio to materially affect the Accumulation Unit Value in the corresponding Sub-account. VALUATION PERIOD The period of time between a Valuation Date and the next Valuation Date. VARIABLE ACCOUNT Select*Life Variable Account, a separate investment account of ours. The Variable Account is used only to receive and invest Net Premiums paid under our variable life insurance policies. The assets of the Variable Account will be valued on each Valuation Date. We have complete ownership and control of the assets in the Variable Account. Assets of the Variable Account equal to its liabilities will not be charged with liabilities arising out of any other business we conduct. However, we may transfer any assets which exceed the liabilities of the Variable Account to our Fixed Account. The Variable Account is treated as a unit investment trust under federal securities laws. It is registered with the Securities and Exchange Commission according to the Investment Company Act of 1940. It was established under the State of Minnesota's insurance laws. Any change in the investment policy of the Variable Account must be approved by the Department of Commerce of the State of Minnesota according to the approval process on file with the State. DEATH BENEFIT This policy has two Death Benefit Options. Option A (Level Amount Option) - The Death Benefit prior to Age 100 of the younger Joint Insured is the greater of: 1. The Face Amount; or 2. The Accumulation Value multiplied by the Corridor Percentage, as shown on the Policy Data Page, according to the younger Joint Insured's attained age. OPTION B (VARIABLE AMOUNT OPTION) - The Death Benefit prior to Age 100 of the younger Joint Insured is the greater of: 1. The Face Amount plus the Accumulation Value; or 2. The Accumulation Value multiplied by the Corridor Percentage, as shown on the Policy Data Page, according to the younger Joint Insured's attained age. 85-220 5 REQUESTED CHANGES IN FACE AMOUNT After the second policy year, you may request an increase or decrease in your Face Amount by notifying us in writing. Changes in Death Benefit Option also change the Face Amount. (See Changes in Death Benefit Option.) INCREASES Increases in Face Amount must be at least $5,000. You cannot increase the Face Amount after any Joint Insured's age 75. We may require written proof that each Joint Insured is still insurable before making an increase. An approved increase goes into effect on the Monthly Anniversary on or next following the date of the approval. At least two years must lapse between increases. An increase is subject to a free look period during which you have the right to request us to cancel the increase and receive a refund. The request must be made by midnight of the 10th day after you receive the new Policy Data Page for the increase. If you cancel an increase during this period, we will refund all additional premiums you paid with increase, or if none, we will restore the Accumulation Value by refunding the amount of any deductions and charges associated with the increase. DECREASES You cannot decrease the Face Amount below the Minimum Face Amount shown on the Policy Data Page. If, following a requested decrease in Face Amount, this Policy would no longer qualify as life insurance under federal tax law, we will limit the decrease to an amount that would maintain that qualification. Changes go into effect on the Monthly Anniversary on or next following the date we receive your request. At least six months must lapse between decreases. For the purpose of determining the cost of insurance when more than one Premium Class applies to the current Face Amount, the Face Amount will be reduced in the following order: 1. The Face Amount provided by the most recent increase; 2. The next most recent increases successively; and 3. The Initial Face Amount. 5214 6 REQUESTED CHANGES IN FACE AMOUNT (CONTINUED) EFFECT OF REQUESTED CHANGES IN FACE AMOUNT A change in Face Amount will affect the Monthly Deduction because the cost of insurance and the Monthly Expense Charge are based on the Face Amount. The cost of certain rider benefits may also be affected. If the Death Benefit Guarantee is in effect, we will calculate a new Minimum Monthly Premium for the Death Benefit Guarantee from the effective date of the change in Face Amount. Additional premium payments may be required to maintain the Death Benefit Guarantee. A decrease in Face Amount will reduce the Minimum Monthly Premium. We will send you a new Policy Data Page with the new Minimum Monthly Premium. An increase in Face Amount will increase Surrender Charges. We will send you a new Policy Data Page showing the amount and duration of the new Surrender Charges. Decreases in Face Amount do not reduce the Surrender Charge. CHANGES IN DEATH BENEFIT OPTION After the second policy year and at least two years after any increase in Face Amount, you may request in writing to change the Death Benefit Option once each policy year. We may require evidence of insurability on each Joint Insured for this change. A change in Death Benefit Option will also change the Face Amount. If you change from Option A (Level Amount Option) to Option B (Variable Amount Option), the Face Amount is decreased by an amount equal to the Accumulation Value on the effective date of the change. The change is effective on the Monthly Anniversary on or next following the date we receive your request. You cannot change the Death Benefit Option if the resulting Face Amount would fall below the Minimum Face Amount shown on the Policy Data Page. If you change from Option B (Variable Amount Option) to Option A (Level Amount Option), the Face Amount is increased by an amount equal to the Accumulation Value on the effective date of the change. The change is effective on the Monthly Anniversary on or next following the date we receive your request. A change in Face Amount due to a change in Death Benefit Option will affect the Monthly Deduction because the cost of insurance and the Monthly Expense Charge depend on the Face Amount. The cost of certain rider benefits may also be affected. The Surrender Charges will not be affected by a change in the Death Benefit Option. PREMIUMS There is no insurance under this policy until the initial premium is paid. The initial premium is shown on the Policy Data Page. All premiums are payable in advance of the period to which they apply. NET PREMIUM When you pay a premium, we deduct the Premium Expense Charge. The Premium Expense Charge is equal to 1 plus 2 (1 + 2), where: 1. Is the Percent Premium Charge shown on the Policy Data Page; and 2. Is the Premium Processing Charge. The Premium Processing Charge is subject to change, but will not exceed the Maximum Premium Processing Charge shown on the Policy Data Page. The amount remaining after we have deducted the Premium Expense Charge from a premium is the Net Premium. The Net Premium is credited to the Fixed Account and the Sub-accounts of the Variable Account according to your allocation. The portion of the Net Premium allocated to the Fixed Account earns interest as described in the Fixed Accumulation Value provision of the policy. The portion of the Net Premium allocated to a Sub-account is invested at net asset value in shares of a specified mutual fund. As of the Policy Date, the mutual funds in which the Sub-accounts invest are listed on the Policy Data Page. A Sub-account may be added later or deleted according to the "Substitution of Mutual Fund Shares" provision of this policy. 85-221 7 PREMIUMS (CONTINUED) ALLOCATION OF PREMIUMS The initial allocation of premiums to the Fixed Account and the Sub-accounts of the Variable Account is specified on the application for this policy, and is shown on the Policy Data Page. You may change the allocation at any time by notifying us in writing. Changes will not be effective until the date we receive your notice, and will only affect premiums we receive on or after that date. You may allocate 100% to any account or divide your allocation in whole percentage points totaling 100%. For example, you can select 33%, but not 33-1/3%. We reserve the right to adjust your allocations to eliminate fractional percentages. AMOUNT AND TIMING OF PREMIUM PAYMENTS The amount and frequency of premium payments will affect the Accumulation Value, the Cash Surrender Value, and how long the life insurance provided by this policy will remain in force. After the initial premium you may determine the amount and timing of premium payments, within the following restrictions: 1. We may require proof which satisfies us that each Joint Insured is still insurable if any premium, planned or unscheduled, would increase the difference between the Death Benefit and the Accumulation Value; 2. We reserve the right to refuse to accept any premium which would disqualify your policy for favorable tax treatment under the Code. If premiums paid exceed the maximum permitted under the Code, we will return the excess premiums with interest to you within 60 days after the end of the policy year. However, you have the right to pay the premium required to keep this policy in force to the end of the policy year; and 3. We may refuse to accept any premium less than $25. You may pay premiums by sending them to the address shown below. Please include your policy number. The current address for payment is: ReliaStar Life Insurance Company P.O. Box 802511 Chicago, Illinois 60680-2511 Upon request, we will send you a receipt signed by one of our officers. PLANNED PERIODIC PREMIUMS You may pay planned periodic premiums annually, semi-annually, quarterly, or, if you choose, we can also deduct planned periodic premiums from your bank account monthly. We will notify you of your planned periodic premium at least once a year. The amount and frequency of the initial planned periodic premiums are shown on the Policy Data Page. You may change the frequency and amount of planned periodic premiums by notifying us in writing of the change. We reserve the right to limit the amount of any increase. We may send you periodic premium notices depending on the frequency and method of premium payment you have chosen. UNSCHEDULED ADDITIONAL PREMIUMS Premiums, other than planned periodic premiums, may be paid at any time. We may limit the number and amount of these additional payments. (See "Amount and Timing of Premium Payments" above.) 5216 8 DEATH BENEFIT GUARANTEE The Death Benefit Guarantee Period is shown on the Policy Data Page and begins on the Policy Date. The Death Benefit Guarantee is in effect during the Death Benefit Guarantee Period if, on each Monthly Anniversary since the Policy Date, 1 is equal to or greater than 2, where: 1. Is the sum of all premiums paid minus any partial withdrawals and any Loan Amount; and 2. Is the sum of Minimum Monthly Premiums since the Policy Date, including the Minimum Monthly Premium for the current Monthly Anniversary. If the Death Benefit Guarantee is in effect, we guarantee that we will not lapse your policy, even if the Cash Surrender Value is not sufficient to pay the Monthly Deduction that is due. Although we determine each month whether or not you have made sufficient premium payments to maintain the Death Benefit Guarantee, you do not have to pay premiums monthly. EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is $100 per month. No partial withdrawals, loans, or changes in Face Amount occur. Case 1. You pay $100 each month. The Death Benefit Guarantee is maintained. Case 2. You pay $1000 on January 1, 1997. The $1,000 will maintain the Death Benefit Guarantee without your paying any additional premiums for the next 10 months (through October 31, 1997). However, you must pay at least $100 by November 1, 1997 to maintain the Death Benefit Guarantee. If, on any Monthly Anniversary you have not made sufficient premium payments to maintain the Death Benefit Guarantee, we will send you notice of the required payment. If we do not receive the required payment within 61 days following the date we mail you written notice, the Death Benefit Guarantee is no longer in effect and cannot be reinstated. POLICY CHANGES AFFECTING THE MINIMUM MONTHLY PREMIUM The Minimum Monthly Premium may be affected by requested changes in Face Amount, changes in the Death Benefit Option, and may also be changed when a rider is added or terminated. The new Minimum Monthly Premium will be shown on a new Policy Data Page and applies from the date of the change. GRACE PERIOD AND POLICY LAPSE If the Death Benefit Guarantee is not in effect, the policy will lapse only if, on any Monthly Anniversary, the Cash Surrender Value is less than the Monthly Deduction due. We will only lapse this policy at the end of a 61-day grace period if sufficient payment is not received. The grace period begins on the date we send you written notice of the required payment. If the Surviving Joint Insured dies during the grace period, we deduct any Loan Amount and any unpaid Monthly Deductions from the proceeds. If the Death Benefit Guarantee is in effect, we will not lapse the policy. REINSTATEMENT Reinstatement means putting a lapsed policy back in force. You may reinstate this policy by written request any time within five years after it has lapsed, as long as it has not been surrendered for its Cash Surrender Value. To reinstate this policy and any riders: 1. You must submit proof which satisfies us that each Joint Insured or Surviving Joint Insured, is still insurable. You must also submit due proof that any Joint Insured not living when you apply for reinstatement and the Joint Insured died while the policy was in force. 2. You must pay a premium large enough to keep the policy and any riders in force for at least two months. This policy will be reinstated only as of a Monthly Anniversary. If you have met the above conditions, and the Surviving Joint Insured dies before the Monthly Anniversary on which the policy would be reinstated, we will pay the Death Benefit as of that Monthly Anniversary. The Accumulation Value on the date of reinstatement will be the amount provided by the Net Premium paid to reinstate this policy. Subsequent Accumulation Values will be calculated as shown in the Accumulation Value provision of this policy. The Surrender Charges will also be reinstated. The Death Benefit Guarantee cannot be reinstated. 85-222 9 ACCUMULATION VALUE The Accumulation Value of this policy is equal to the sum of the Fixed Accumulation Value plus the Variable Accumulation Value. FIXED ACCUMULATION VALUE The Fixed Accumulation Value on the Policy Date is your Net Premium credited to the Fixed Account on that date minus the Monthly Deduction applicable to the Fixed Accumulation Value for the first policy month. After the Policy Date, the Fixed Accumulation Value is calculated as 1 + 2 + 3 + 4 - 5 - 6, where: 1. Is the Fixed Accumulation Value on the preceding Monthly Anniversary, plus interest from the Monthly Anniversary to the date of the calculation; 2. Is the total of your Net Premiums credited to the Fixed Account since the preceding Monthly Anniversary, plus interest from the date premiums are credited to the date of the calculation; 3. Is the total of your transfers from the Variable Account to the Fixed Account since the preceding Monthly Anniversary, plus interest from the date of transfer to the date of the calculation; 4. Is the total of your Loan Amount transferred from the Variable Account since the preceding Monthly Anniversary; 5. Is the total of your transfers to the Variable Account from the Fixed Account since the preceding Monthly Anniversary, plus interest from the date of transfer to the date of the calculation; and 6. Is the total of your partial withdrawals from the Fixed Account since the preceding Monthly Anniversary, plus interest from the date of withdrawal to the date of the calculation. If the date of the calculation is a Monthly Anniversary, we also reduce the Fixed Accumulation Value by the applicable Monthly Deduction for the policy month following the Monthly Anniversary. INTEREST RATE ON THE FIXED ACCUMULATION VALUE The interest rate applied in the calculation of the Fixed Accumulation Value will not be less than the Minimum Annual Interest Rate shown on the Policy Data Page. This rate is an effective annual interest rate compounded yearly. Interest in excess of the Minimum Annual Interest Rate may be applied in the calculation of your Fixed Accumulation Value in a manner which our Board of Directors determines. The interest rate applied to any portion of the Accumulation Value which represents the Loan Amount may be less than the interest rate applied to the rest of the Accumulation Value, but not less than the Minimum Annual Interest Rate. Interest credited on the loaned Accumulation Value is credited annually on the Policy Anniversary to the Fixed Account and the Variable Account according to your premium allocation. 5217 10 ACCUMULATION VALUE (CONTINUED) VARIABLE ACCUMULATION VALUE The Variable Accumulation Value is the total of your values in each Sub-account. The value for each Sub-account is equal to 1 multiplied by 2, (1 x 2), where: 1. Is your current number of Accumulation Units; and 2. Is the current Unit Value. The Variable Accumulation Value will vary from Valuation Date to Valuation Date reflecting changes in 1 and 2 above. EXAMPLE: You have 100 Accumulation Units in Sub-account XXX, 50 in Sub-account YYY, and 0 in Sub-account ZZZ. The Unit Values are: Sub-account XXX is 10.00, Sub-account YYY is 12.00, and Sub-account ZZZ is 9.00. The number of Units multiplied by the Unit Value equals the value of each Sub-account as illustrated below: NUMBER UNIT SUB-ACCOUNT OF UNITS VALUE VALUES - ----------- -------- ----- ------ XXX 100.000 10.00 $1,000.00 YYY 50.000 12.00 600.00 ZZZ 0.000 9.00 0.00 Total Variable Accumulation Value $1,600.00 ACCUMULATION UNITS When transactions are made which affect the Variable Accumulation Value, dollar amounts are converted to Accumulation Units. The number of Accumulation Units for a transaction is found by dividing the dollar amount of the transaction by the current Unit Value. The number of Accumulation Units for a Sub-account increases when: 1. Net Premiums are credited to that Sub-account; or 2. Transfers from the Fixed Account or other Sub-accounts are credited to that Sub-account. The number of Accumulation Units for a Sub-account decreases when: 1. You take out a Policy Loan from that Sub-account; 2. You take a partial withdrawal from that Sub-account; 3. We take a portion of the Monthly Deduction from that Sub-account; or 4. Transfers are made from that Sub-account to the Fixed Account or other Sub-accounts. EXAMPLE: You have 100 units in Sub-account XXX. The Unit Value is 10.00. You request a partial withdrawal of $250. The number of units for the partial withdrawal is $250 divided by 10.00 or 25 units. We decrease the number of Accumulation Units by the number of units for the partial withdrawal. After the partial withdrawal, Sub-account XXX has 100 - 25, or 75 Accumulation Units. UNIT VALUE The Unit Value for a Sub-account on any Valuation Date is equal to the previous Unit Value multiplied by the Net Investment Factor for that Sub-account for the Valuation Period ending on that Valuation Date. The Unit Value was initially set at 10.00 when the Sub-account first purchased mutual fund shares. EXAMPLE: The Unit Value for October 1 for Sub-account XXX is 20.00. After the close of the Stock Market on October 2, the Net Investment Factor is calculated as 1.01 for that day. The Unit Value increases to 20.00 x 1.01, or $20.20. If you had 100 Accumulation Units in Sub-account XXX, their value would increase from $2,000 on October 1 to $2,020 on October 2. 85-233 11 ACCUMULATION VALUE (CONTINUED) NET INVESTMENT FACTOR The Net Investment Factor is a number that reflects charges to this policy and the investment performance during a Valuation Period of the mutual fund in which a Sub-account is invested. If the Net Investment Factor is greater than one, the Unit Value is increased. If the Net Investment Factor is less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-account is determined by dividing 1 by 2, ( 1/2 ), where: 1. Is the result of: a. The net asset value per share of the mutual fund shares in which the Sub-account invests, 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 mutual fund shares in which the Sub-account invests during the current Valuation Period; and c. Plus or minus a per share charge or credit for any taxes reserved for which we determine to have resulted from the investment operations of the Sub-account and to be applicable to this policy. Is the result of: a. The net asset value per share of the mutual fund shares held in the Sub-account, determined at the end of the last prior Valuation Period; and b. Plus or minus a per share charge or credit for any taxes reserved for the last prior Valuation Period on account of the investment operations of the Sub-account applicable to this policy. MONTHLY DEDUCTION The Monthly Deduction is a charge made monthly against the Accumulation Value. The Monthly Deduction for a policy month will be calculated as 1, plus 2, plus 3, plus 4, plus 5, (1 + 2 + 3 + 4 + 5), where: 1. Is the cost of any rider benefits, other than any Waiver of Monthly Deduction rider, for the policy month; 2. Is the cost of insurance for this policy for the policy month; 3. Is the Monthly Mortality and Expense Risk Charge for the policy month; 4. Is the Monthly Expense Charge for the policy month; and 5. Is the cost of any Waiver of Monthly Deduction rider for the policy month. The Monthly Deduction is taken from the Fixed Accumulation Value and the Variable Accumulation Value on a proportionate basis as of each Monthly Anniversary. For the purpose of determining the proportion of the deduction, the Fixed Accumulation Value is reduced by the Loan Amount. We deduct the portion of the Monthly Deduction from each Sub-account of the Variable Account by an automatic surrender of Accumulation Units. We make the deduction based on each Sub-account's proportionate percentage of the Accumulation Value. EXAMPLE: Your Fixed Accumulation Value is $5,000. Your Variable Accumulation Value is $6,000 with Sub-account XXX = $2,000 and Sub-account YYY = $4,000. Your Loan Amount is $1,000. The Monthly Deduction is $100. For the purpose of determining the proportions we subtract the $1,000 Loan Amount from the Fixed Accumulation Value, and then we add the Variable Accumulation Value. ($5,000 - $1,000) + $6,000, or $10,000. 5218 12 MONTHLY DEDUCTION (CONTINUED) The proportionate percentages of the Monthly Deduction are calculated as follows: $4,000 divided by $10,000 = 40% from the Fixed Accumulation Value. $6,000 divided by $10,000 = 60% from the Variable Accumulation Value distributed as follows: $2,000 divided by $10,000 = 20% from Sub-account XXX $4,000 divided by $10,000 = 40% from Sub-account YYY. The $100 Monthly Deduction will be distributed as follows: 40% x $100, or $40, will be taken from the Fixed Account. 20% x $100, or $20, will be taken from Sub-account XXX. 40% x $100, or $40, will be taken from Sub-account YYY. MONTHLY MORTALITY AND EXPENSE RISK CHARGE The Monthly Mortality and Expense Risk Charge for a policy month will be calculated as 1 multiplied by 2, ( 1 x 2 ), where: 1. Is the Mortality and Expense Risk Charge, which will not exceed the Maximum Mortality and Expense Risk Charge shown on the Policy Data Page, divided by 12; and 2. Is the Variable Accumulation Value on the Valuation Date immediately before the Monthly Anniversary Date plus any net premium received on the Monthly Anniversary Date less partial withdrawals on the Monthly Anniversary Date. The Monthly Mortality and Expense Risk Charge pays us for assuming the mortality and expense risks under this policy. MONTHLY EXPENSE CHARGE The Monthly Expense Charge for a policy month will be calculated as 1, plus 2, plus 3, plus 4, (1 + 2 + 3 + 4), where: 1. Is the Monthly Administrative Charge. The Monthly Administrative Charge is subject to change, but will not exceed the Maximum Monthly Administrative Charge shown on the Policy Data Page; 2. Is the Death Benefit Guarantee Charge and the Term shown on the Policy Data Page; 3. Is the Monthly Policy Charge. This charge and the Term during which it is applied are shown on the Policy Data Page; and 4. Is the Monthly Amount Charge. This charge is equal to the Monthly Amount Charge per $1,000, as shown on the Policy Data Page, multiplied by the Face Amount divided by $1,000. This charge applies to the Initial Face Amount and any increases in Face Amount during the Term shown on the Policy Data Page. The Term applies to the Initial Face Amount from the Policy Date and to any increases in Face Amount from the Effective Date of that increase. Any change in Face Amount due solely to a change of Death Benefit Option does not affect the charge. COST OF INSURANCE We determine the cost of insurance on a monthly basis. The cost of insurance for a policy month is calculated as 1 multiplied by the result of 2 minus 3, [1 x (2 - - 3)], where: 1. Is the cost of insurance rate as described in the Cost of Insurance Rates provision of this policy; 2. Is the Death Benefit at the beginning of the policy month, divided by 1.004074; and 3. Is the Accumulation Value immediately before the Monthly Deduction minus the cost for any rider benefits other than the Waiver of Monthly Deduction rider, for the policy month. The cost of insurance is determined separately for the Initial Face Amount and any increases made later. If the Premium Class for the Initial Face Amount is different from that of an increase, the Accumulation Value used in 3 above will first be considered a part of the Initial Face Amount. If the Accumulation Value on the Monthly Anniversary exceeds the Initial Face Amount, it will be considered to be part of any increase in the Face Amount in order of the increases. 85-224 13 MONTHLY DEDUCTION (CONTINUED) COST OF INSURANCE RATES The monthly cost of insurance rate for this policy is based on each Joint Insured's sex, issue age, and premium class as shown on the Policy Data Page, and the policy year. If your Death Benefit is a percentage of the Accumulation Value as described under the definition of "Death Benefit" in Level Amount Option, item 2, or Variable Amount Option, item 2, the premium rate class with the most recent effective date will apply. Issue age means age last birthday on the effective date of the coverage. We will determine monthly cost of insurance rates based upon expectations as to future cost factors. Any change in cost of insurance rates will apply to all in the same insurance class whose policies have been in force for the same period of time. The cost of insurance rates can never be greater than those shown in the Table of Monthly Guaranteed Cost of Insurance Rates. This table is based on the Commissioners Standard Ordinary Mortality (CSO) Table shown on the Policy Data Page. BASIS OF COMPUTATIONS Minimum cash values are based on the Commissioners Standard Ordinary Mortality (CSO) Table and the Nonforfeiture Interest Rate as shown on the Policy Data Page. Where required, a detailed statement of the method of computation of cash values under this policy has been filed with the insurance department of the state in which this policy was delivered. Cash values under this policy are not less than the minimums required by the state in which this policy was delivered. NONFORFEITURE PROVISION CONTINUATION OF INSURANCE (EXTENDED INSURANCE) Even if you do not make additional premium payments, your insurance coverage under this policy, and any benefits provided by rider, will stay in force as long as the Cash Surrender Value is large enough to cover the Monthly Deduction. If the Cash Surrender Value is less than the Monthly Deduction due, we will use the Cash Surrender Value to continue the insurance during the grace period. TRANSFERS You may request in writing the transfer of all or part of your Accumulation Value between the Fixed Account and the Sub-accounts of the Variable Account. We only allow four transfers in a policy year. We consider all transfers received in the same request and made on the same Valuation Date as one transfer. We make a transfer on the first Valuation Date after we receive your written request. We may make a charge for each transfer, but the charge may not exceed $25.00. All transfers are also subject to any charges and conditions imposed by the mutual fund whose shares are involved. TRANSFERS FROM THE FIXED ACCOUNT To transfer all or part of your Fixed Accumulation Value, you must meet the following conditions: 1. The request to transfer must be postmarked no more than 30 days before the policy anniversary, and no later than 30 days after the policy anniversary. Only one transfer is allowed during this period; 2. The Fixed Accumulation Value after the transfer must be at least equal to the Loan Amount; 3. No more than 50% of the Fixed Accumulation Value (minus any Loan Amount) may be transferred unless the balance, after the transfer, would be less than $1,000. If the balance would fall below $1,000, the full Fixed Accumulation Value (minus any Loan Amount) may be transferred; and You must transfer at least; a. $500; or b. The total Fixed Accumulation Value (minus any Loan Amount) if less than $500. 5219 14 TRANSFERS (CONTINUED) TRANSFERS FROM A SUB-ACCOUNT To transfer from a Sub-account, Accumulation Units are redeemed on the next Valuation Date after we receive your request and their value is reinvested in other Sub-accounts, or the Fixed Account, as directed in your request. CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER, AND PARTIAL WITHDRAWAL BENEFITS CASH VALUE The Cash Value of this policy is the Accumulation Value minus any Surrender Charge. The Cash Value is never less than zero. CASH SURRENDER VALUE The Cash Surrender Value of this policy is the Cash Value minus the Loan Amount and any unpaid Monthly Deductions. SURRENDER CHARGE We make a Surrender Charge if you surrender this policy or it lapses. The amount and duration of this charge is shown on the Policy Data Page. Additional Surrender Charges will apply to any approved increase in Face Amount. We will send you written notice of the amount and duration of the additional Surrender Charge. If Surrender Charges are shown on an annual basis, they grade uniformly by policy month between the consecutive years shown. Any increases or decreases in Face Amount resulting from changes in the Death Benefit Option, and any requested decreases in Face Amount, do not affect the Surrender Charges. TOTAL SURRENDER You may surrender this policy for its Cash Surrender Value by sending us a written request. PARTIAL WITHDRAWAL After the first policy year, you may withdraw part of your Cash Surrender Value by sending us a written request. The amount of any partial withdrawal must be at least equal to $500.00. The maximum partial withdrawal equals the Cash Surrender Value multiplied by the Percent of Partial Withdrawal shown on the Policy Data Page. Only one partial withdrawal is allowed in any policy year. We may make a charge for each partial withdrawal, but the charge will not exceed $25.00. Unless you specify, we make partial withdrawals from the Fixed Accumulation Value and the Variable Accumulation Value on a proportionate basis. For the purpose of calculating the proportion, the Loan Amount is subtracted from the Fixed Accumulation Value. (See Monthly Deduction for an example of how we calculate this proportion.) We make partial withdrawals from a Sub-account by the automatic surrender of Accumulation Units. 85-225 15 CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER, AND PARTIAL WITHDRAWAL BENEFITS (CONTINUED) THE EFFECT OF PARTIAL WITHDRAWALS The Accumulation Value will be reduced by the amount of any partial withdrawal. The Death Benefit will also be reduced by the amount of the withdrawal, or, if the Death Benefit is based on the Corridor Percentage of Accumulation Value, by an amount equal to the Corridor Percentage times the amount of the withdrawal. The Face Amount will be reduced by the amount of the partial withdrawal if Option A (Level Amount Option) is in effect. We do not allow a withdrawal if the Face Amount after a partial withdrawal would be less than the Minimum Face Amount shown on the Policy Data Page. If more than one Premium Class applies to the current Face Amount, for the purpose of determining the cost of insurance, the Face Amount will be reduced in the following order: 1. The Face Amount provided by the most recent increase; 2. The next most recent increases successively; and 3. The Initial Face Amount. If Death Benefit Option B (Variable Amount Option) is in effect, a partial withdrawal does not affect the Face Amount. A partial withdrawal may cause the Death Benefit Guarantee to terminate. The amount of the partial withdrawal is deducted from the total premium paid in calculating whether sufficient premiums have been paid to maintain the Death Benefit Guarantee. POLICY LOANS After the first policy year, if this policy has a Loan Value, you may take out a loan from us by written request. We use this policy as security for the loan. Each loan must be at least $500. We will not lend you more than the Loan Value. The Loan Value is 1, minus 2, (1 - - 2), where: 1. Is 75% of the Cash Value; and 2. Is the existing Loan Amount. When we make a policy loan, the amount of the policy loan will be segregated within the Fixed Accumulation Value of your policy as security for the loan. Unless you specify, amounts held as security for the loan will come from the Fixed Accumulation Value and the Variable Accumulation Value on a proportionate basis. For the purpose of determining the proportion, we subtract any existing Loan Amount from the Fixed Accumulation Value. (See Monthly Deduction for an example of how we calculate this proportion.) Amounts equal to the portion of the policy loans coming from the Sub-accounts of the Variable Account are transferred to the Fixed Account, reducing the Variable Accumulation Value. These transfers are not treated as transfers for the purpose of the transfer charge or the limit on the number of transfers in a policy year. 5221 16 POLICY LOANS (CONTINUED) EFFECT OF THE POLICY LOANS If not repaid, we deduct any unpaid policy loans before paying the proceeds. If, at any time, the Loan Amount exceeds the Cash Value, the grace period goes into effect and we may lapse this policy. A loan may cause the Death Benefit Guarantee to terminate. The Loan Amount is deducted from the total premiums paid in calculating whether you have paid premiums sufficient to maintain the Death Benefit Guarantee. LOAN INTEREST We charge interest on the Loan Amount at the Loan Interest Rate shown on the Policy Data Page, unless we charge a lower rate. After the tenth policy year, we charge interest at the Preferred Loan Interest Rate shown on the Policy Data Page on the portion of your Loan Amount that is not greater than the result of 1, minus 2, plus 3, ( 1 - 2 + 3 ), where: 1. Is the Accumulation Value; 2. Is the sum of all premiums paid; and 3. Is the sum of all partial withdrawals. This result is called the Preferred Loan Amount. The Preferred Loan Amount is calculated on the date of any loan and on each policy anniversary thereafter. Policy loan repayments received will be applied first to reduce the portion of your policy loan that is not the Preferred Loan Amount, and then to reduce the Preferred Loan Amount. On the date of any policy loan, interest is due in advance for the remainder of the policy year. On each policy anniversary thereafter, interest is due in advance for the next full policy year. Any unpaid interest is added to the Loan Amount, and we charge interest on it. REPAYMENT You may repay all or part of any policy loan during any Joint Insured's lifetime. If not repaid during the Surviving Joint Insured's lifetime, we deduct the Loan Amount from the proceeds. We generally consider any payments we receive, planned or unscheduled, as premium payments. Therefore, when you make a payment on a policy loan, to avoid a Premium Expense Charge, you must tell us that you are making a loan payment. We reserve the right to consider any payment we receive as a loan repayment at our discretion. Loan repayments reduce the Loan Amount. We will transfer from the Fixed Account to each Sub-account of the Variable Account, 1 multplied by 2, ( 1 x 2 ), where: 1. Is the amount of the loan repayment; and 2. Is the current proportion used to allocate premiums to that Sub-account. These transfers are not treated as transfers for the purpose of the transfer charge or the limit on the number of transfers in a policy year. DELAY OF PAYMENT ON SURRENDER, PARTIAL WITHDRAWALS AND LOANS The amount surrendered, withdrawn, or loaned will normally be paid to you within seven days of: 1. Receipt of your written request; and 2. Receipt of your policy, if required. We may delay making the payment when we are not able to determine the Variable Accumulation Value because: 1. The New York Stock Exchange is closed for trading; or 2. The Securities and Exchange Commission determines that a state of emergency exists. 85-227 17 DELAY OF PAYMENT ON SURRENDER, PARTIAL WITHDRAWALS AND LOANS (CONTINUED) We have the right to delay making a surrender, partial withdrawal, or loan from the Fixed Account for up to six months from the date we receive your request. If we delay payment for 30 days or more, we pay interest at an effective annual rate of 3-1/2% from the date of the surrender, partial withdrawal, or loan request to the date of payment. BENEFICIARY The beneficiary is named to receive the proceeds to be paid at the Surviving Joint Insured's death. You may name one or more beneficiaries on the application. Later, you may name, add, or change beneficiaries by written request as described below. You may also choose to name a beneficiary whom you cannot change without his or her consent. This is an irrevocable beneficiary. NAMING, ADDING, OR CHANGING BENEFICIARIES You can name, add, or change beneficiaries by written request if all of these are true: 1. This policy is in force; 2. The Surviving Joint Insured is alive; and 3. We have the written consent of all irrevocable beneficiaries. A change will take effect as of the date it is signed but will not affect any payment we make or action we take before receiving your request. PAYING PROCEEDS We pay death proceeds in the following order: 1. Collateral assignees, if any, have first priority; 2. The beneficiary, if any, receives any proceeds that remain. If there is more than one beneficiary, each receives an equal share, unless you have requested another method in writing. To receive proceeds, a beneficiary must be living on the 10th day after the Surviving Joint Insured's death; then 3. If there are no beneficiaries, you receive any proceeds that remain. CONTROL OF POLICY OWNERSHIP As owner, you have the rights and duties outlined in this policy. However, we need the written consent of all irrevocable beneficiaries and collateral assignees, if you wish to: 1. Surrender this policy or make a partial withdrawal; 2. Take out a policy loan; 3. Change the owner; 4. Name or change a contingent owner; 5. Add or delete a term insurance rider; 6. Change the Face Amount; or 7. Change the Death Benefit Option. 5222 18 CONTROL OF POLICY (CONTINUED) We need the written consent of all irrevocable beneficiaries, if you wish to: 1. Change a beneficiary; 2. Choose or change a Settlement Option; or 3. Assign this policy or any of its benefits as collateral. Your rights, as outlined in this policy, end at the Surviving Joint Insured's death. COLLATERAL ASSIGNMENT You may assign the benefits of this policy as collateral for a debt. This limits your rights to the Cash Surrender Value and the beneficiary's rights to the proceeds. A collateral assignment does not change the owner. A collateral assignee does not have ownership rights. An assignment is not binding on us until we receive written notice of it. We assume no responsibility as to the validity of any assignment. When we pay proceeds, we may rely on what the collateral assignee states as the debt due. CHANGING OWNERSHIP You can change the owner of this policy by sending us a written request. This is called an "absolute assignment." You transfer all your rights and duties as owner to a new owner. The new owner can then make any change the policy allows. You can also name a contingent owner who will own this policy at your death. You may name, change, or withdraw a contingent owner by sending us a written request. An absolute assignment or contingent owner request: 1. Does not change the coverage or the beneficiary; 2. Applies only if we receive your request; 3. Takes effect from the date signed; 4. Does not affect any payment we make or action we take before receiving your request; and 5. Is not a collateral assignment. SETTLEMENT OPTIONS Settlement Options are ways of paying the proceeds of this policy. These options apply to: 1. Payment of proceeds at death; and 2. Proceeds payable upon full surrender of this policy for its Cash Surrender Value. Proceeds applied under a settlement option no longer earn interest at the rate applied to the Fixed Account or participate in the investment experience of the Variable Account. 85-228 19 SETTLEMENT OPTIONS (CONTINUED) CHOOSING OPTIONS Settlement Options are chosen or withdrawn by making a written agreement with us or by sending us written notice. Our approval is needed for an option to be chosen or withdrawn. Before the Surviving Joint Insured's death, only you can choose or withdraw an option. After the Surviving Joint Insured's death, a beneficiary may choose an option depending on prior restrictions made by you or a collateral assignee. A change of beneficiary or owner withdraws all chosen options; you must choose again any options you want. We issue a supplemental contract for proceeds applied under any option. We need not accept an option where less than $2,500 will be applied for each payee. In this case, we may pay a payee's proceeds in one sum. Under an installment option, each payment must be at least $25. If needed, we may increase the time between payments to three months, six months, or a year to make each payment at least $25. PAYING PROCEEDS A payee is one to whom we may pay part or all of the proceeds or interest. The primary payee is the first person to whom benefits are payable. If the primary payee dies before we have made all payments under Options 2, 3, or 4, we pay the remaining payments to any contingent payee. We pay the proceeds in one sum, unless one or more of the following options are requested and we agree to it. We will also use any other method of payment that is acceptable to you and to us. Under Options 2, 3, 4, and 5, we pay the first installment as of the date we issue a supplemental contract to pay the proceeds. Under Option 6, we pay the first installment at the end of the interval it applies to. OPTION 1 The proceeds are left with us to earn interest. The withdrawal rights, the length of time we will hold the proceeds, and any future change of option are subject to our approval. OPTION 2 We pay the proceeds with interest in equal installments for the amount you choose at equal intervals until the proceeds and interest are all paid. The interval you choose may be a month, 3 months, 6 months, or a year. The amount chosen for each installment must be such that the total installments payable in any 12 months is at least 7% of the total amount of the proceeds. The last installment will be for the remaining proceeds and interest, and might not be equal to the other installments. OPTION 3 We pay the proceeds in equal installments at equal intervals for the number of years you choose. The interval may be a month, three months, six months, or a year. Use the Option 3 Table to determine the amount of each installment. If you ask, we will tell you the payment amounts for numbers of years or intervals not shown. 5223 20 SETTLEMENT OPTIONS (CONTINUED) OPTION 3 TABLE NUMBER OF MONTHLY PAYMENTS YEARS PER $1000 OF PROCEEDS 5 $18.12 10 $ 9.83 15 $ 7.10 20 $ 5.75 25 $ 4.96 OPTION 4 The proceeds are used to provide an annuity with 60, 120, 180, or 240 months "certain". This means that we continue paying the primary payee in equal monthly installments for as long as the primary payee lives with a number of months "certain". "Certain" means that we make payments for at least as long as the period you choose (either 60, 120, 180, or 240 months), no matter when the primary payee dies. If the primary payee dies before the "certain" period ends, the remaining payments are payable to the contingent payee. We compute the installments using the calendar year in which the proceeds are applied and the payee's sex and age at that time. We require written proof of the payee's age. The Option 4 Table shows the amount of each installment for a 120-month "certain" period plus as long after as the primary payee lives. We compute the amount of each installment for the other "certain" periods on a similar basis. If you ask, we will tell you any of these payment amounts. OPTION 4 TABLE MONTHLY INCOME WITH 120 MONTHS CERTAIN MONTHLY PAYMENTS PER $1000 OF PROCEEDS MALE FEMALE AGE 50 $4.50 $4.23 55 4.88 4.56 60 5.38 5.00 65 6.03 5.58 70 6.85 6.38 85-229 21 SETTLEMENT OPTIONS (CONTINUED) OPTION 5 The proceeds are used to provide a "joint and two-thirds to survivor" life income for two payees. We make monthly payments jointly to the two payees as long as they both live. When one payee dies, the other receives two-thirds of the amount of the joint monthly payment for life. Payments stop when both payees have died. We compute the payment amounts using the calendar year in which the proceeds are applied and the payees' sexes and ages when the proceeds are applied. The original monthly payment for joint payees, one male and one female, is shown for selected ages in the Option 5 Table. We will quote values for other age and sex combinations upon request. OPTION 5 TABLE ORIGINAL MONTHLY PAYMENT PER $1000 OF PROCEEDS MALE AGE FEMALE 60 65 70 AGE 60 $5.65 $5.95 $6.29 65 5.99 6.36 6.77 70 6.39 6.86 7.39 OPTION 6 (ANNUITY OPTION) The proceeds are used to provide an annuity. Each annuity installment is 103% of the payment that we would make if the payee had used the proceeds to buy a similar, nonparticipating, single premium immediate annuity at our rates on the date the proceeds are applied. We pay these installments at the end of the interval to which they apply. We will not apply this option if a similar option would be more favorable to the payee when proceeds are applied. DEATH OF PAYEE Unless we have agreed otherwise, if a payee dies after we have paid or credited proceeds under Option 1, we will pay the proceeds and any unpaid interest in one sum to the payee's estate. Unless we have agreed otherwise, if a payee dies after we have paid or credited proceeds under Options 2, 3, or 4, we will pay the remaining payments to any contingent payees. If there are no contingent payees, we pay the following amounts to the primary payee's estate. 1. Under Option 2, we will pay any unpaid sum left with us plus any unpaid interest on that sum. 2. Under Option 3, we will pay the commuted value (based on interest at an effective annual rate of 3-1/2%) of any unpaid installments. 3. Under Option 4, we will pay the commuted value (based on interest at an effective annual rate of 3-1/2%) of any unpaid installments remaining in the "certain" period. 5224 22 SETTLEMENT OPTIONS (CONTINUED) PROTECTION OF PROCEEDS Unless we agree to it, a payee may not do any of the following: 1. Withdraw any part of the proceeds or interest; 2. Change the fixed payment intervals or the length of the payment period; 3. Change the settlement option; 4. Change the amount of payment; 5. Surrender the supplemental contract for cash; 6. Borrow against the supplemental contract; or 7. Assign the supplemental contract. If the payee chooses Options 1, 2, or 3, the payee may change the option and transfer the funds that remain to a new option. This applies unless prevented by a written agreement with us. A payee's creditors may not claim any of the proceeds or interest. This provision applies unless altered by federal or state law. INTEREST ON SETTLEMENT OPTIONS We base the interest rate for proceeds applied under Options 1 and 2 on the interest rate we declare on funds that we consider to be in the same classification based on the option, restrictions on withdrawal, and other factors. The interest rate will never be less than an effective annual rate of 3-1/2%. In determining amounts to be paid under Options 3 and 4, we assume interest at an effective annual rate of 3-1/2%. Also, for Option 3 and "certain" periods under Option 4, we credit any excess interest we may declare on funds that we consider to be in the same classification based on the option, restrictions on withdrawal, and other factors. GENERAL PROVISIONS VOTING OF MUTUAL FUND SHARES While this policy is in force, you have the right to instruct us how to vote the mutual fund shares attributable to this policy. All fund proxy material and forms used to give voting instructions will be sent to persons having voting interests. We will vote the mutual fund shares held in Sub-accounts according to the instructions received, as long as: 1. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940; and 2. The assets of the Variable Account are allocated to Sub-accounts that are invested in mutual funds shares. We may vote the mutual fund shares held in the Sub-accounts at our discretion if we determine that, because of applicable law or regulation, we do not have to vote the mutual fund shares according to the voting instructions received. If we do not receive timely voting instructions from you, we will vote the applicable mutual fund shares in proportion to the instructions which are received with respect to the other policies providing benefits related to the applicable Sub-account. The persons entitled to give voting instructions and the number of votes affected by their instructions will be determined as of a record date selected by us, not more than 90 days before the meeting of the applicable mutual fund. This policy does not give you the right to vote at meetings of our stockholders and/or policyholders. 85-231 23 GENERAL PROVISIONS (CONTINUED) SUBSTITUTION OF MUTUAL FUND SHARES We reserve the right, if permitted by law, to: 1. Create new variable accounts; 2. Combine variable accounts, including the Select*Life Variable Account; 3. Remove, add, or combine Sub-accounts and make the new Sub-accounts available to you at our discretion; 4. Substitute shares of other investment funds or series thereof for those of the investment funds and series made available under the policy; 5. Transfer assets of the Select*Life Variable Account which we determine to be associated with the class of contracts to which this policy belongs, to another variable account (if this type of transfer is made, the term "Select*Life Variable Account" as used in this policy will then mean the variable account to which the assets were transferred); 6. Deregister the Select*Life 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 Select*Life Variable Account as a managed company under the Investment Company Act of 1940, or any other form permitted by law; and 9. Restrict or eliminate any voting privileges you or other persons may have as to the Select*Life Variable Account. PAYMENT OF PROCEEDS We pay all proceeds of this policy from our Home Office in Minneapolis, Minnesota. Before paying the proceeds, we may require that you send us this policy. We make payments under Settlement Options 4, 5, and 6 only to a natural person in that person's own right. We adjust the proceeds payable on the death of the Surviving Joint Insured as follows: 1. We refund any policy loan interest charged but not earned; 2. We deduct any Loan Amount; and 3. We deduct any unpaid Monthly Deductions due on or before the Surviving Joint Insured's death. As of the date of death, the proceeds no longer earn interest at the rate applied to the Fixed Account or participate in the investment experience of the Variable Account. If payment is delayed more than 30 days, we pay interest on the proceeds at death for the time between the Surviving Joint Insured's death and the earlier of the following: 1. The date we pay proceeds; or 2. The date we issue a supplemental contract. Interest on these funds is never less than an effective annual rate of 3-1/2%. SIMULTANEOUS DEATH If the Joint Insureds die simultaneously or in circumstances making it uncertain who is the Surviving Joint Insured, the older Joint Insured will be deemed to have been the Surviving Joint Insured, and no payment will be made for the death of the younger Joint Insured. 5225 24 GENERAL PROVISIONS (CONTINUED) INCONTESTABILITY This policy has a two-year contestable period running from the Issue Date shown on the Policy Data Page. After this policy has been in force during both Joint Insured's lifetime for two years from the Issue Date, we cannot claim your policy is void or refuse to pay any proceeds unless the policy has lapsed. If you make a Face Amount increase or premium payment which requires proof of insurability, the corresponding Death Benefit increase has its own two-year contestable period measured from the date of the increase in Death Benefit. If this policy is reinstated, this provision will be measured from the date of reinstatement. AGE AND SEX If any Joint Insured's age or sex is misstated, the Death Benefit will be the amount that the most recent cost of insurance would purchase using the current cost of insurance rate for the correct age and sex. SUICIDE If any Joint Insured commits suicide, while sane or insane, within two years of the Issue Date, we do not pay the Death Benefit. Instead, we refund all premiums paid on this policy and any attached riders, minus any Loan Amounts and partial withdrawals. If you make a Face Amount increase or premium payment which requires proof of insurability, the corresponding Death Benefit increase has its own two-year suicide limitation for the proceeds associated with that increase. If any Joint Insured commits suicide, while sane or insane, within two years of the effective date of the increase, we pay the Death Benefit prior to the increase and refund the cost of insurance for that increase. TERMINATION This policy terminates when any of the following occur: 1. The required payment is not paid by the end of the grace period; 2. The Surviving Joint Insured dies; 3. The policy is surrendered for its full Cash Surrender Value; or 4. The policy is amended according to the Amendment provision of this policy and you do not accept the amendment. If we make a Monthly Deduction from the Accumulation Value after this policy terminates, the deduction is not considered a reinstatement of the policy or a waiver of the termination. CONVERSION RIGHT During the first two policy years and the first 24 months following the effective date of an increase in Face Amount, you may, by written request, "convert" this policy to a policy in which the benefits do not vary with the investment performance of the Variable Account. This conversion is done by transferring all or part of your Variable Accumulation Value to your Fixed Accumulation Value. You must tell us you are exercising your conversion rights when requesting the transfer. We will then waive the transfer charge and that transfer is not counted against the limit on the number of transfers in a policy year. You are allowed only one such transfer in each of these 24-month periods. If you exercise this conversion right, we will automatically credit all future premium payments to the Fixed Account, until you specify a change in allocation. At the time of the transfer, there is no effect on the policy's Death Benefit, Accumulation Value, Face Amount, net amount at risk, Premium Class, or issue age. 85-232 25 GENERAL PROVISIONS (CONTINUED) ANNUAL STATEMENT Each year we will send you an annual statement, free of charge, showing the following: 1. Face Amount; 2. Cash Surrender Values; 3. Accumulation Values; 4. Premiums paid; 5. Planned periodic premiums; 6. Interest credits; 7. Death Benefit; 8. Loan Amounts; 9. Partial withdrawals; 10. Transfers; and 11. Charges since the last statement. We will make a charge not to exceed $50 for any additional statements you request. PROJECTION REPORT If you ask, we will provide a report projecting future results. The report will be based on the following: 1. Planned periodic premiums you specify; 2. The Accumulation Value at the end of the prior policy year; and 3. Any other assumptions specified by you or us, subject to any limitations imposed by the Securities and Exchange Commission. We may make a charge not to exceed $50 for each Projection Report you request. NONPARTICIPATING This contract does not entitle you to participate in our surplus. AMENDMENT We reserve the right to amend this policy to include any future changes relating to the following: 1. Any Securities and Exchange Commission rulings and regulations; 2. This policy's qualification for treatment as a life insurance policy under the following: o The Code; o Internal Revenue Service rulings and regulations; and o Any requirements imposed by the Internal Revenue Service. We will send you a copy of any amendments promptly. DISCLAIMER We are not liable for any tax or tax penalty you owe resulting from failure to comply with the requirements of the Code, regulations and rulings imposed on this policy. 5226 26 SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY - --------------------------------------------------- Variable and/or Fixed Accumulation Values Flexible Premiums Payable During Lifetime of Surviving Joint lnsured Adjustable Face Amount Death Benefit Guarantee Death Benefit Options Nonparticipating - ----------------------------------------------- NOTICE To make a claim or exercise your rights under this policy, please write to us at the address below and include your policy number: Writing directly to us will save time and expense. You do not need to hire any person, firm, or corporation unless, because of a dispute, you wish to. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Box 20 Minneapolis Minnesota 55440 Page 27 85-230 POLICY SPLIT OPTION RIDER (PSO) This rider is a part of the base policy whose number is shown below. If not shown below, the Base Policy Number is shown on the Policy Data Page. RIDER DATA BASE POLICY NUMBER DEFINITIONS JOINT INSUREDS The persons upon whose lives this policy is issued. The Policy Data Page lists the Joint Insureds. YOU, YOUR The current owner of the base policy. WE, US, OUR ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota. WRITTEN, IN WRITING A written request or notice, signed and dated, and received at our Home Office, in a form we accept. You may get forms for this purpose from us. POLICY SPLIT OPTION The owner may request to split this policy, not including any riders, into two new individual permanent life insurance policies we are then offering. One individual policy will be issued on the life of each Joint Insured. We may require evidence of insurability. The owner may request this option by notifying us in writing within 90 days following: 1. The enactment or the effective date of a change in the federal estate tax laws that would eliminate the unlimited marital deduction or reduce by at least 50% the estate taxes payable upon death; 2. The effective date of a final divorce decree between the Joint Insureds; or 3. The dissolution of the business partnership of the Joint Insureds. If there is more than one owner, each owner must elect the Policy Split Option. THE NEW POLICY The Death Benefit of each individual policy cannot be greater than 50% of the base policy's Death Benefit, not including any riders. The Accumulation Value less any outstanding loan amount of the base policy will be divided equally and each portion will be applied as premiums to each of the new individual policies. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office John H. Flitte President Box 20 /s/ John H. Flitte Minneapolis Minnesota 55440 Susan M. Bergen Secretary /s/ Susan M. Bergen 85-233 1 THE NEW POLICY (CONTINUED) If one Joint Insured does not meet our insurability requirements, you may do one of the following: 1. Receive one-half of the base policy's Cash Surrender Value and issue one individual policy to the remaining Joint Insured who meets our insurability requirements; or 2. Keep the base policy in force on the Joint Insureds and no individual policies will be issued. The individual policies will be subject to our minimum and maximum specified amounts and issue ages for the plan of insurance chosen. If one of the Joint Insureds is older than the individual policy's maximum issue age at the time the Policy Split Option is elected, our approval is needed to elect the option. The premiums for the individual policies will be based on each Joint Insured's attained age and premium rate class based on evidence of insurability submitted for this option. Premiums are payable as of the policy dates for each individual policy. The policy date for each individual policy will be the Monthly Anniversary following your written request to elect the Policy Split Option. The owner for each individual policy will be the Joint Insured whose life is insured under the individual policy, unless otherwise specified. The beneficiary for each individual policy will be the beneficiary named for the base policy, unless otherwise specified. COST OF INSURANCE The total monthly deduction for this rider is shown on the Policy Data Page. POLICIES RETURNED UNDER FREE LOOK If you return either of the new polices under a free look or right to return policy provision, we will refund for each policy returned an amount equal to one-half of the Cash Surrender Value of the base policy plus all additional premiums paid for the new policy. GENERAL PROVISIONS This rider does not increase any cash or loan values of the base policy. All base policy provisions apply to this rider, unless changed by this rider. TERMINATION This rider ends: 1. If the base policy is surrendered or ends; 2. At age 100 of the younger Joint Insured; 3. On the Rider Expiry Data shown on the Policy Data Page; or 4. If you ask us in writing to end this rider. In this case, we may ask that you return the policy and this rider so that we can endorse them. This rider will end on the first Monthly Anniversary Date after we receive your written request. 5228 2 FOUR YEAR TERM INSURANCE RIDER (FTR) This rider is a part of the base policy whose number is shown below. If not shown below, the Rider Data is shown on the Policy Data Page. RIDER DATA BASE POLICY NUMBER DEFINITIONS JOINT INSUREDS The persons upon whose lives this policy is issued. The Policy Data Pages list the Joint Insureds. SURVIVING JOINT INSURED The Joint Insured who remains alive after the other Joint Insured has died. YOU, YOUR The current owner(s) of the base policy. WE, US, OUR ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota. WRITTEN, IN WRITING A written request or notice, signed and dated, and received at our Home Office in a form we accept. You may get forms for this purpose from us. BENEFITS When we have written proof that the Surviving Joint Insured died while this rider was in force, we will pay the FTR Face Amount, as is shown on the Policy Data Page, then in force. BENEFICIARY The beneficiary of the proceeds of this rider is the beneficiary of the proceeds of the base policy. When you name, add, or change a beneficiary of the base policy the change will also apply to this rider. If you assign the benefits of this rider as collateral for a debt, this limits the beneficiary's rights to the proceeds. COST OF INSURANCE AND MONTHLY AMOUNT CHARGES The total monthly deduction for this rider equals the sum of 1 plus 2 where: 1. Is the Monthly Amount Charge per $1,000 (as shown on the Policy Data Page) multiplied by the FTR Face Amount divided by 1000. This charge applies during the Term shown on the Policy Data Page; and 2. Is the FTR Face Amount times the monthly cost of insurance rate described on the next page. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office John H. Flitte President Box 20 /s/ John H. Flitte Minneapolis Minnesota 55440 Susan M. Bergen Secretary /s/ Susan M. Bergen 85-234 1 COST OF INSURANCE RATES The monthly cost of insurance rate for this rider is based on each Joint Insured's sex, issue age, and premium class as shown on the Policy Data Page, and the policy year. Issue age means age last birthday on the effective date of the coverage. We will determine monthly cost of insurance rates based upon expectations as to future cost factors. Any change in cost of insurance rates will apply to all in the same insurance class whose policies have been in force for the same period of time. The cost of insurance rates can never be greater than those shown in the Table of Monthly Guaranteed Cost of Insurance Rates. This table is based on the Commissioners Standard Ordinary Mortality (CSO) Tables shown on the Policy Data Page. PAYING PROCEEDS We pay proceeds in the following order: 1. Collateral assignees, if any, have first priority; 2. The beneficiary, if any, receives any proceeds that remain. If there is more than one beneficiary, each receives an equal share, unless you have requested another method in writing. To receive proceeds, a beneficiary must be living on the 10th day after the death of the Surviving Joint Insured under this rider; then 3. If there are no beneficiaries, you receive any proceeds that remain. TERMINATION This rider ends: 1. Four years after the Rider Effective Date; 2. If the base policy is surrendered or ends; or 3. If you ask us in writing to end this rider. In this case, we may ask that you return the policy and this rider so that we can endorse them. This rider will end on the first Monthly Anniversary Date after we receive your written request to end this rider. After this rider ends, we are not liable for its benefits, even if we have included the cost of insurance and monthly amount charges for this rider in the total monthly deduction for the base policy. We will refund any such amounts that we deduct after this rider ends. 5230 2 REINSTATEMENT If the base policy lapses, this rider will also lapse. You can reinstate this rider if: 1. This rider was in effect when the base policy lapsed; 2. The Rider Expiry Date has not occurred; and 3. You reinstate the base policy. To reinstate this rider, you must do both of the following: 1. Give us proof of each Joint Insured's insurability; and 2. Pay a premium large enough to keep the base policy and this rider in force for at least 2 months. The base policy may be reinstated without this rider, in which case proof and payment for this rider are not needed. AGE AND SEX If any Joint Insured's age or sex is misstated, the Death Benefit will be the amount that the most recent cost of insurance would purchase using the current cost of insurance rates for the correct age and sex. SUICIDE The Suicide provision of the base policy applies to this rider from the Rider Effective Date in the same way that it applies to the base policy from the base policy's Issue Date. INCONTESTABILITY If you apply for this rider with the base policy, the Incontestable provision of the base policy applies to this rider from the Rider Effective Date. During this 2-year period, we may ask for information that could lead to our contesting this rider or refusing to pay its benefits. After this rider has been in force for 2 years from the Rider Effective Date, we cannot claim this rider is void or refuse to pay any benefits with respect to the FTR Face Amount, unless this rider has lapsed for nonpayment of premiums. If this rider is reinstated, this provision will be measured from the reinstatement date with respect to statements made in the application for reinstatement. GENERAL PROVISIONS This rider does not increase any cash or loan values of the base policy. All base policy provisions apply to this rider, unless changed by this rider. 85-235 3 SURVIVORSHIP TERM INSURANCE RIDER (STR) This rider is a part of the base policy whose number is shown below. If not shown below, the Rider Data is shown on the Policy Data Page. RIDER DATA BASE POLICY NUMBER DEFINITIONS JOINT INSUREDS The persons upon whose lives this policy is issued. The Policy Data Pages list the Joint Insureds. SURVIVING JOINT INSURED The Joint Insured who remains alive after the other Joint Insured has died. YOU, YOUR The current owner(s) of the base policy. WE, US, OUR ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota. WRITTEN, IN WRITING A written request or notice, signed and dated, and received at our Home Office in a form we accept. You may get forms for this purpose from us. BENEFITS When we have written proof that the Surviving Joint Insured died while this rider was in force, we will pay the STR Face Amount, as shown on the Policy Data Page, then in force. BENEFICIARY The beneficiary of the proceeds of this rider is the beneficiary of the proceeds of the base policy. When you name, add, or change a beneficiary of the base policy the change will also apply to this rider. If you assign the benefits of this rider as collateral for a debt, this limits the beneficiary's rights to the proceeds. COST OF INSURANCE AND MONTHLY AMOUNT CHARGES The total monthly deduction for this rider equals the sum of 1 plus 2 where: 1. Is the Monthly Amount Charge per $1,000 (as shown on the Policy Data Page) multiplied by the STR Face Amount divided by 1000. This charge applies during the Term shown on the Policy Data Page; and 2. Is the STR Face Amount times the monthly cost of insurance rate described on the next page. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office John H. Flitte President Box 20 /s/ John H. Flitte Minneapolis Minnesota 55440 Susan M. Bergen Secretary /s/ Susan M. Bergen 85-240 1 COST OF INSURANCE RATES The monthly cost of insurance rate for this rider is based on each Joint Insured's sex, issue age, and premium class as shown on the Policy Data Page, and the policy year. Issue age means age last birthday on the effective date of the coverage. We will determine monthly cost of insurance rates based upon expectations as to future cost factors. Any change in cost of insurance rates will apply to all in the same insurance class whose policies have been in force for the same period of time. The cost of insurance rates can never be greater than those shown in the Table of Monthly Guaranteed Cost of Insurance Rates. This table is based on the Commissioners Standard Ordinary Mortality (CSO) Tables shown on the Policy Data Page. PAYING PROCEEDS We pay proceeds in the following order: 1. Collateral assignees, if any, have first priority; 2. The beneficiary, if any, receives any proceeds that remain. If there is more than one beneficiary, each receives an equal share, unless you have requested another method in writing. To receive proceeds, a beneficiary must be living on the 10th day after the death of the Surviving Joint Insured under this rider; then 3. If there are no beneficiaries, you receive any proceeds that remain. CONVERSION This rider may be converted to a new survivorship flexible premium variable life insurance policy for the Joint Insureds without proof of insurability only: 1. While both Joint Insureds are alive; 2. While this rider is in force; and 3. Before any Joint Insured reaches age 75. Application for conversion must be in writing. Only you may apply. If you wish to convert your policy, we may require that you send us the base policy and this rider so that we can endorse them. THE NEW POLICY The Face Amount of the new policy cannot be greater than the Face Amount of this rider. The date of the new policy will be the date of the conversion. The new policy, which will be in the same premium class as this rider, can be on any of our plans in use at the time of the conversion that: 1. We would normally issue; 2. Do not participate in our surplus; and 3. Do not contain any benefits or rights involving a greater aggregate risk, relative to premium, than is insured under this rider. 5240 2 TERMINATION This rider ends: 1. On the Rider Expiry Date shown on the Policy Data Page; 2. If this rider is converted; 3. If the base policy is surrendered or ends; 4. If the Surviving Joint Insured dies; 5. If you ask us in writing to end this rider. In this case, we may ask that you return the policy and this rider so that we can endorse them. This rider will end on the first Monthly Anniversary Date after we receive your written request to end this rider; or 6. The Accumulation Value of the base policy becomes less than the Monthly Deduction on any Monthly Anniversary. After this rider ends, we are not liable for its benefits, even if we have included the cost of insurance and monthly amount charges for this rider in the total monthly deduction for the base policy. We will refund any such amounts that we deduct after this rider ends. REINSTATEMENT If the base policy lapses, this rider will also lapse. You can reinstate this rider if: 1. This rider was in effect when the base policy lapsed; 2. The Rider Expiry Date has not occurred; and 3. You reinstate the base policy. To reinstate this rider, you must do both of the following: 1. Give us proof of each Joint Insured's insurability; and 2. Pay a premium large enough to keep the base policy and this rider in force for at least 2 months. The base policy may be reinstated without this rider, in which case proof and payment for this rider are not needed. AGE AND SEX If any Joint Insured's age or sex is misstated, the Death Benefit will be the amount that the most recent cost of insurance would purchase using the current cost of insurance rates for the correct age and sex. SUICIDE The Suicide provision of the base policy applies to this rider from the Rider Effective Date in the same way that it applies to the base policy from the base policy's Issue Date. INCONTESTABILITY If you apply for this rider with the base policy, the Incontestable provision of the base policy applies to this rider from the Rider Effective Date. During this 2-year period, we may ask for information that could lead to our contesting this rider or refusing to pay its benefits. After this rider has been in force for 2 years from the Rider Effective Date, we cannot claim this rider is void or refuse to pay any benefits with respect to the STR Face Amount, unless this rider has lapsed for nonpayment of premiums. If this rider is reinstated, this provision will be measured from the reinstatement date with respect to statements made in the application for reinstatement. GENERAL PROVISIONS This rider does not increase any cash or loan values of the base policy. All base policy provisions apply to this rider, unless changed by this rider. 85-241 3 FIRST TO DIE TERM INSURANCE RIDER (FDR) This rider is a part of the base policy whose number is shown below. If not shown below, the Rider Data is shown on the Policy Data Page. RIDER DATA BASE POLICY NUMBER DEFINITIONS JOINT INSUREDS The persons upon whose lives this policy is issued. The Policy Data Pages list the Joint Insureds. YOU, YOUR The current owner(s) of the base policy. WE, US, OUR ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota. WRITTEN, IN WRITING A written request or notice, signed and dated, and received at our Home Office in a form we accept. You may get forms for this purpose from us. BENEFITS When we have written proof of the first death of a Joint Insured while this rider was in force, we will pay the FDR Face Amount, as shown on the Policy Data Page, then in force. BENEFICIARY The beneficiary of the proceeds of this rider is the beneficiary of the proceeds of the base policy. When you name, add, or change a beneficiary of the base policy the change will also apply to this rider. If you assign the benefits of this rider as collateral for a debt, this limits the beneficiary's rights to the proceeds. COST OF INSURANCE AND MONTHLY AMOUNT CHARGES The total monthly deduction for this rider equals the sum of 1 plus 2 where: 1. Is the Monthly Amount Charge per $1,000 (as shown on the Policy Data Page) multiplied by the FDR Face Amount divided by 1000. This charge applies during the Term shown on the Policy Data Page; and 2. Is the FDR Face Amount times the monthly cost of insurance rate described below. COST OF INSURANCE RATES The monthly cost of insurance rate for this rider is based on each Joint Insured's sex, issue age, and premium class as shown on the Policy Data Page, and the policy year. Issue age means age last birthday on the effective date of the coverage. We will determine monthly cost of insurance rates based upon expectations as to future cost factors. Any change in cost of insurance rates will apply to all in the same insurance class whose policies have been in force for the same period of time. The cost of insurance rates can never be greater than those shown in the Table of Monthly Guaranteed Cost of Insurance Rates. This table is based on the Commissioners Standard Ordinary Mortality (CSO) Tables shown on the Policy Data Page. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office John H. Flitte President Box 20 /s/ John H. Flitte Minneapolis Minnesota 55440 Susan M. Bergen Secretary /s/ Susan M. Bergen 85-285 1 PAYING PROCEEDS We pay proceeds in the following order: 1. Collateral assignees, if any, have first priority; 2. The beneficiary, if any, receives any proceeds that remain. If there is more than one beneficiary, each receives an equal share, unless you have requested another method in writing. To receive proceeds, a beneficiary must be living on the 10th day after the first death of a Joint Insured under this rider; then 3. If there are no beneficiaries, you receive any proceeds that remain. TERMINATION This rider ends: 1. On the Rider Expiry Date shown on the Policy Data Page; 2. At the first death of a Joint Insured; 3. If the base policy is surrendered or ends; or 4. If you ask us in writing to end this rider. In this case, we may ask that you return the policy and this rider so that we can endorse them. This rider will end on the first Monthly Anniversary Date after we receive your written request to end this rider; or 5. The Accumulation Value of the base policy becomes less than the Monthly Deduction on any Monthly Anniversary. After this rider ends, we are not liable for its benefits, even if we have included the cost of insurance and monthly amount charges for this rider in the total monthly deduction for the base policy. We will refund any such amounts that we deduct after this rider ends. REINSTATEMENT If the base policy lapses, this rider will also lapse. You can reinstate this rider if: 1. This rider was in effect when the base policy lapsed; 2. The Rider Expiry Date has not occurred; and 3. You reinstate the base policy. To reinstate this rider, you must do both of the following: 1. Give us proof of each Joint Insured's insurability; and 2. Pay a premium large enough to keep the base policy and this rider in force for at least 2 months. The base policy may be reinstated without this rider, in which case proof and payment for this rider are not needed. 5277 2 AGE AND SEX If any Joint Insured's age or sex is misstated, the Death Benefit will be the amount that the most recent cost of insurance would purchase using the current cost of insurance rates for the correct age and sex. SUICIDE The Suicide provision of the base policy applies to this rider from the Rider Effective Date in the same way that it applies to the base policy from the base policy's Issue Date. INCONTESTABILITY If you apply for this rider with the base policy, the Incontestable provision of the base policy applies to this rider from the Rider Effective Date. During this 2-year period, we may ask for information that could lead to our contesting this rider or refusing to pay its benefits. After this rider has been in force for 2 years from the Rider Effective Date, we cannot claim this rider is void or refuse to pay any benefits with respect to the FDR Face Amount, unless this rider has lapsed for nonpayment of premiums. If this rider is reinstated, this provision will be measured from the reinstatement date with respect to statements made in the application for reinstatement. GENERAL PROVISIONS This rider does not increase any cash or loan values of the base policy. All base policy provisions apply to this rider, unless changed by this rider. 85-286 3 EXTENDED DEATH BENEFIT GUARANTEE RIDER (EDB) This rider is a part of the base policy whose number is shown below. If not shown below, the Rider Data is shown on the Policy Data Page. RIDER DATA BASE POLICY NUMBER DEFINITIONS JOINT INSUREDS The persons upon whose lives this policy is issued. The Policy Data Pages list the Joint Insureds. SURVIVING JOINT INSURED The Joint Insured who remains alive after the other Joint Insured has died. YOU, YOUR The current owner(s) of the base policy. WE, US, OUR ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota. WRITTEN, IN WRITING A written request or notice, signed and dated, and received at our Home Office in a form we accept. You may get forms for this purpose from us. BENEFIT PROVISION The Extended Death Benefit Guarantee Period is shown on the Policy Data Page and begins on the Policy Date. The Extended Death Benefit Guarantee is in effect during the Extended Death Benefit Guarantee Period if, on each Monthly Anniversary since the Policy Date, 1 is equal to or greater than 2, where: 1. Is the sum of all premiums paid minus any partial withdrawals; and 2. Is the sum of the Extended Death Benefit Premium since the Policy Date, including the Extended Death Benefit Premium for the current Monthly Anniversary. If the Extended Death Benefit Guarantee is in effect, we guarantee that we will not lapse your policy, even if the Cash Surrender Value is not sufficient to pay the Monthly Deduction that is due. Although we determine each month whether or not you have made sufficient premium payments to maintain the Extended Death Benefit Guarantee, you do not have to pay premiums monthly. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office John H. Flitte President Box 20 /s/ John H. Flitte Minneapolis Minnesota 55440 Susan M. Bergen Secretary /s/ Susan M. Bergen 85-287 1 POLICY CHANGES AFFECTING THE EXTENDED DEATH BENEFIT GUARANTEE The Extended Death Benefit Guarantee Premium may be affected by requested changes in Face Amount, changes in the Death Benefit Option, and may also be changed when a rider is added or terminated. The new Extended Death Benefit Guarantee Premium will be shown on a new Policy Data Page and applies from the date of the change. NOTICE If on any Monthly Anniversary, the premium requirement is not met, we will send you a notice of the premium required. If the premium is not received by us at our Home Office prior to the next Monthly Anniversary, the Extended Death Benefit Guarantee will terminate. COST OF INSURANCE The total monthly deduction for this rider is shown on the Policy Data Page. REINSTATEMENT If this rider terminates, it may not be reinstated. TERMINATION This rider will terminate on the earliest of the following dates: 1. The Monthly Anniversary on or next following our receipt at our Home Office of your written request for termination; 2. The Monthly Anniversary following the date the premium requirement was not met, if the required premium was not paid; 3. When the base policy terminates; or 4. The Policy Anniversary on or after the Rider Expiry Date shown on the Policy Data Page. 5278 EX-99.A6 6 RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS RESTATED CERTIFICATE OF INCORPORATION OF RELIASTAR LIFE INSURANCE COMPANY (as amended and restated effective August 1, 1996) This Restated Certificate of Incorporation supersedes and takes the place of the existing certificate of incorporation and all amendments to it. ARTICLE I The name of this corporation shall be ReliaStar Life Insurance Company. ARTICLE II The principal place of business and Home Office of the Company shall be 20 Washington Avenue South, Minneapolis, Minnesota 55401. ARTICLE III Sec. 1. The purposes and general nature of the business of the Company are to engage in those business activities in which a life insurance company incorporated under the laws of the State of Minnesota may from time to time engage. Sec. 2. The Company shall be a stock life insurance company. Sec. 3. The duration of the Company shall be perpetual. Sec. 4. The names and places of residence of the Board of Directors of the Company as of the adoption of this Restated Certificate of Incorporation are: Richard Michael Conley William Rawlings Merriam 2910 Holly Lane 25 Gideon's Point Road Plymouth, MN 55447 Tonka Bay, MN 55331 Richard Ralph Crowl Craig R. Rodby 1439 Tyrol Trail 3721 Upton Avenue South Golden Valley, MN 55416 Minneapolis, MN 55410 John Howard Flittie David Hartley Roe 13970 Oakland Place 6105 Stillwater Way Minnetonka, MN 55343 McLean, VA 22101 Wayne Robert Huneke Robert Charles Salipante 6100 Sherman Circle 14555 Durham Road Edina, MN 55436 Minnetonka, MN 55345 Kenneth Udell Kuk Donald Lee Swanson 6306 Maple Ridge 10815 Joliet Avenue N. Excelsior, MN 55331 Stillwater, MN 55082 John Gosney Turner Steven William Wishart 3424 W. Calhoun Parkway 957 Sheridan Avenue South St. Louis Park, MN 55416 Minneapolis, MN 55405 ARTICLE IV The Company shall have and possess all powers to do everything necessary, suitable, convenient or incidental to the transaction of its business and the accomplishment of any of the purposes stated herein and shall have and possess all powers, rights, privileges, immunities and franchises conferred by the laws of the State of Minnesota under which it was organized and operates and such others as are conferred upon stock life insurance companies by the laws of the State of Minnesota; and the same shall be exercised by the Board of Directors, the Executive Committee or other Committees appointed by the Board of Directors, and such officers and agents as may be elected or appointed by the Board of Directors or by the Executive Committee. ARTICLE V Sec. 1. The business of the Company shall be managed by a Board of Directors consisting of not less than five nor more than fourteen persons, to be determined by the Board of Directors. Sec. 2. The directors shall be elected at the annual meeting of the shareholders by a majority vote. The term of office for each director shall be until the next annual meeting of shareholders and until his or her successor has been elected and qualified. Sec. 3. In the event of a vacancy occurring on the Board of Directors, the Board of Directors may fill such vacancy for the remainder of the unexpired term by vote of the majority of the remaining directors, though less than a quorum, or by a sole remaining director. Not more than one-third of the members of the Board may be so filled by the remaining directors in any one year except that any number of vacancies shall be so filled to provide for a minimum of five directors until the next subsequent meeting of the shareholders. The shareholders, by vote of the majority of the outstanding shares entitled to vote, may elect a director or directors at any time to fill any vacancy not filled by the remaining director or directors. Sec. 4. A director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for a breach of the director's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts prohibited under subdivisions 2 and 3 of Section 300.64 of the Minnesota Statutes, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the effective date of this section. No amendment to or repeal of this section shall apply to or have any effect on the liability or alleged liability of any directors of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. ARTICLE VI The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees consisting of three or more directors who will serve at the pleasure of the Board. Each Committee shall have all of the authority of the Board, except as expressly limited by the Board or by the laws of the State of Minnesota. ARTICLE VII The officers of the Company shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors, and such other officers as may be determined and elected by the Board of Directors or by the Executive Committee. ARTICLE VIII Sec. 1. The authorized capital stock of the Company shall be Thirty Seven Million Five Hundred Thousand Dollars ($37,500,000) divided into Five Million (5,000,000) shares of Preferred Stock of the par value of One Dollar Twenty-Five Cents ($1.25) each and Twenty-Five Million (25,000,000) shares of Common Stock of the par value of One Dollar Twenty-Five Cents ($1.25) each. Each holder of Common Stock and each holder of Preferred Stock, which by its terms has general voting rights, shall have one vote for each share held. Sec. 2. No holders of shares of the Company of any class or of any security or obligation convertible into, or of any warrant, option or right to subscribe for, purchase or otherwise acquire, shares of the Company of any class, whether now or hereafter authorized, shall as such holder, have any preemptive right whatsoever to subscribe for, purchase or otherwise acquire shares of the Company of any class or any security or obligation convertible into, or any warrant, option or right to subscribe for, purchase or otherwise acquire, shares of the Company of any class, whether now or hereafter authorized. Sec. 3. Preferred Stock. (a) The authorized shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such relative rights, voting power, preferences and restrictions as are stated herein and in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors as hereinafter provided. (b) Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article VIII, to authorize from time to time the issuance of one or more series of Preferred Stock and with respect to each series to fix or alter from time to time, as to shares then unallotted, by resolution or resolutions providing for the issuance of such series (i) the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof outstanding) from time to time by action of the Board of Directors; (ii) the dividend rate or rates to which shares of such series shall be entitled, the restrictions, conditions and limitations upon the payment of such dividends, whether such dividends shall be cumulative and, if cumulative, the date or dates from which such dividends shall be cumulative, and the dates on which such dividends, if declared, shall be payable; (iii) whether shares of such series shall be redeemable and, if so, the manner of selecting shares for redemption, the redemption price or prices, and the manner of redemption and the effect thereof; (iv) the amount payable on shares of such series in the event of any liquidation, dissolution or winding up of the Company, which amount may vary at different dates and may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary; (v) the obligation, if any, of the Company to maintain a purchase, retirement or sinking fund for shares of such series, or to redeem shares of such series, and the provisions with respect thereto; (vi) the rights, if any, of the holders of shares of such series to convert such shares into shares of stock of the Company of any class or of any series of any class and the price or prices or the rate or rates of such conversion and the other terms, provisions and conditions of such conversion; (vii) the general voting rights, if any, of the holders of shares of such series, and the special voting rights, if any, of the holders of shares of such series and the terms and provisions thereof, in addition to voting rights provided by law; and (viii) any other relative rights, preferences and restrictions not inconsistent with applicable laws of the State of Minnesota or these Articles of Incorporation. (c) All shares of any one series of Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative. All series of Preferred Stock shall be of equal rank and be identical in all respects, except as permitted by the foregoing provisions of paragraph (b) of this Section 3. (d) The holders of the Preferred Stock of each series shall be entitled to receive such dividends, when and as declared by the Board of Directors, out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors authorizing such series, payable on such dates as may be fixed in such resolution or resolutions. So long as there shall be outstanding any shares of Preferred Stock of any series entitled to cumulative dividends pursuant to the resolution or resolutions authorizing such series, no dividend, whether in cash or property, shall be paid or declared, nor shall any distribution be made, on the Common Stock, nor shall any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Company, if at the time of making such payment, declaration, distribution, purchase, redemption or acquisition the Company shall be in default with respect to any dividend payable on, or obligation to maintain a purchase, retirement or sinking fund with respect to or to redeem, shares of Preferred Stock of any series. The foregoing provisions of this paragraph (d) shall not, however, apply to a dividend payable in Common Stock or to the acquisition of shares of Common Stock in exchange for, or through application of the proceeds of the sale of, shares of Common Stock. Accrued dividends shall not bear interest. (e) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Company is made to the holders of any Common Stock, the holders of the Preferred Stock of each series shall be entitled to receive the amount per share provided in the resolution or resolutions adopted by the Board of Directors authorizing such series. When such payments shall have been made in full to the holders of the Preferred Stock, they shall have no further rights in respect of their shares to the assets of the Company. If upon any liquidation, dissolution or winding up of the Company, the assets available for distribution shall be insufficient to pay the holders of all outstanding shares of Preferred Stock the full amounts to which they respectively shall be entitled, the holders of shares of Preferred Stock of all series shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable in respect of the Preferred Stock of all series were paid in full. Neither a statutory merger or consolidation of the Company into or with any other corporation, nor a statutory merger or consolidation of any other corporation into or with the Company, nor a sale, transfer, exchange or lease of all or any part of the assets of the Company, shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Article VIII. (f) The Company, at the option of the Board of Directors, may redeem the whole or any part of the Preferred Stock of any series at the price or prices and on the terms and conditions provided in the resolution or resolutions adopted by the Board of Directors authorizing such series. ARTICLE IX Sec. 1. The annual meeting of the Company shall be held on the second Thursday of April of each year at such time and place as may be designated from time to time by the Board of Directors for the election of directors and the transaction of such other business as may properly come before the meeting. Sec. 2. Special meetings of the Company may be called by the Chairman or the President, or by the Board of Directors or Executive Committee in accordance with the Bylaws. Sec. 3. At any meeting of the Company, each shareholder shall be entitled to the vote provided in Article VIII hereof for each share of stock held by him. Sec. 4. Shareholders may vote by proxy. Sec. 5. At any meeting of the Company a quorum shall consist of the presence in person or by proxy of the holders of a majority of the stock outstanding entitled to vote. ARTICLE X The Board of Directors shall have authority to make and alter the Bylaws of the Company, subject to the power of the shareholders to change or repeal such Bylaws. ARTICLE XI The Company reserves the right to alter, amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law. NWNLAB5 RELIASTAR LIFE INSURANCE COMPANY BYLAWS (as amended and restated August 1, 1996) MEETINGS OF THE COMPANY Section 1.01. ANNUAL MEETINGS. The annual meeting of the Company shall be held annually on the second Thursday in April at such time and place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the election of directors and the transaction of such other business as may properly come before the meeting. Section 1.02. SPECIAL MEETINGS. Special meetings of the Company may be called by the Chairman or the President or by the Board of Directors or the Executive Committee. Section 1.03. PLACE OF MEETINGS. All meetings of the Company shall be held at the Home Office of the Company in the City of Minneapolis, State of Minnesota, or at such other place as may be designated from time to time by the Board of Directors. Section 1.04. NOTICE OF MEETINGS. A written or printed notice, stating the place, day and hour of any meeting of the Company, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed, at least ten days before the date of the meeting, to each shareholder of record at such address as appears upon the records of the Company. Section 1.05. QUORUM. At any meeting of the Company a quorum shall consist of the holders of a majority of the stock outstanding present in person or by proxy. The shareholders present, though less than a quorum, may adjourn the meeting to a later day or hour or to another place without further notice other than by announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 1.06. PROXIES. Each shareholder may vote by proxy executed in writing by the shareholder or a duly authorized attorney in fact. Section 1.07. VOTING. The shareholders holding all of the shares of Preferred Stock of series having general voting rights and of all shares of Common Stock of the Company shall, at all meetings, be entitled to one vote for each share held. Section 1.08. ACTION WITHOUT MEETING. Any action required or permitted to be taken may be taken without a meeting if all shareholders consent in writing to the action. Section 1.09. RECORD DATE. The Board of Directors may fix a time, not less than twenty nor more than sixty days preceding the date of any meeting of the Company, as a record date for the determination of the shareholders entitled to notice of and to vote at such meeting, and in such case shareholders of record on the date so fixed, or their legal representatives, shall be the only shareholders entitled to notice of and to vote at such meeting and any adjournment thereof, notwithstanding any transfer of any shares on the books of the Company after any record date so fixed. The Board of Directors may close the books of the Company against transfers of shares during the whole or any part of such period. BOARD OF DIRECTORS Section 2.01. GENERAL POWERS. The property and business of the Company shall be managed by the Board of Directors. Section 2.02. NUMBER. The Board of Directors shall consist of not less than five nor more than fourteen persons. The directors shall be elected at the annual meeting of the shareholders by a majority vote. The term of office for each director shall be until the next annual meeting of shareholders and until his or her successor has been elected and qualified. Section 2.03. TENURE. In the event of a vacancy occurring on the Board of Directors, the Board of Directors may fill such vacancy for the remainder of the unexpired term by vote of the majority of the remaining directors, though less than a quorum, or by a sole remaining director. Not more than one-third of the members of the Board may be so filled by the remaining directors in any one year except that any number of vacancies shall be so filled to provide for a minimum of five directors until the next subsequent meeting of the shareholders. The shareholders, by vote of the majority of the outstanding shares entitled to vote, may elect a director or directors at any time to fill any vacancy not filled by the remaining director or directors. Section 2.04. REMOVAL OF DIRECTORS. At any regular meeting of shareholders, or at any special meeting called for such purpose, any director or directors may be removed from office, with or without cause, by approval of a majority of the outstanding shares entitled to vote. Section 2.05. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Section 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman or the President and, upon request by any two members of the Board of Directors, shall be called by the Chairman or the President. Section 2.07. NOTICE OF SPECIAL MEETINGS, Notice of each special meeting of the Board of Directors shall be given by written notice mailed to or served upon each director at least twenty-four hours prior to such meetings, and such special meeting shall be held at such time and place as shall be specified in such written notice. Notice of a special meeting may be waived by any director. A special meeting of the Board of Directors may also be held without written notice or call at such time and place as shall be fixed by the consent in writing of all of the directors given before, at or after such meeting. Section 2.08. QUORUM. A majority of the whole Board of Directors shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors, but if less than such majority is present at the meeting, a majority of the directors present may adjourn the meeting from time to time, without further notice other than by announcement at the meeting, until a quorum shall be present. Section 2.09. MANNER OF ACTING. The act of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if done in writing signed by all of the Directors. Directors may participate in a meeting through the use of video conference or conference telephone so long as all directors can hear one another. Telephonic participation in a meeting shall constitute presence in person at the meeting. COMMITTEES Section 3.01. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate an Executive Committee and one or more other committees consisting of three or more directors who will serve at the pleasure of the board. Each committee shall have all the authority of the board, except as expressly limited by the Board of Directors or by the laws of the State of Minnesota. Section 3.02. TENURE. Any vacancy occurring in the regular or alternate membership of a Committee may be filled for the remainder of the term by the Board of Directors. Section 3.03. REGULAR MEETINGS. Regular meetings of a Committee may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 3.04. SPECIAL MEETINGS. Special meetings of a Committee may be called by the Chairman or the President and, upon request by any two members of a Committee, shall be called by the Chairman or the President. Section 3.05. NOTICE OF SPECIAL MEETINGS. Notice of each special meeting of a Committee shall be given by personal notice of the time and place of such meeting received by each member of the Committee at least six hours prior to such meeting or by written notice mailed to or served upon each member at least twenty-four hours prior to such meeting, and such special meeting shall be held at such time and place as shall be specified in such notice. Notice of a special meeting may be waived by any member of the Committee. A special meeting of the Committee may also be held without written notice or call at such time and place as shall be fixed by the consent in writing of all of the members of the Committee given before, at or after such meeting. Section 3.06. QUORUM. A majority of the whole of any Committee designated by the Board shall constitute a quorum for the transaction of any business at any meeting of such Committee. Section 3.07. MANNER OF ACTING. The act of a majority of the members present at any meeting of a Committee at which a quorum is present shall be the act of the Committee. Any action which might be taken at a meeting of the Committee may be taken without a meeting if done in writing signed by all of the members of the Committee. Committee members may participate in a meeting through the use of video conference or conference telephone so long as all directors can hear one another. Telephonic participation in a meeting shall constitute presence in person at the meeting. Section 3.08. RECORDS. The Committee shall keep a record of its proceedings and shall make such report to the Board of Directors of its actions as may be required by the Board of Directors. OFFICERS Section 4.01. ELECTION. The Board of Directors may elect from among its members a Chairman, who shall be designated by the Board of Directors as the Chairman or Chairman of the Board. The Chairman shall be an officer. The other officers of the Company shall consist of a President, who shall be elected from among the members of the Board of Directors, one or more Vice Presidents, a Secretary, and a Treasurer. Any one or more Vice Presidents may be designated Executive Vice President, Senior Vice President, Second Vice President, or Assistant Vice President as the Board of Directors may determine. All of the foregoing officers shall be elected annually by the Board of Directors at its first meeting after the annual meeting of the Company in each year, except that the office of Chairman or any vacancy in any office may be filled prior to the next annual election by the Board of Directors at any regular or special meeting of the Board of Directors. Officers other than the foregoing may from time to time be elected by the Board of Directors or by the Executive Committee at any regular or special meeting of the Board of Directors or the Executive Committee. Any two or more offices, except those of President and Secretary, may be held by the same person. Section 4.02. APPOINTMENT. The Chief Executive Officer, subject to approval by the Board of Directors or the Executive Committee, may from time to time appoint one or more regional or other Vice Presidents and may prescribe their duties and powers and the period of appointment to be held by each. Such Vice Presidents shall not, by virtue of their appointment, be officers of the Company, nor shall they be included in the term "Vice President" as that term is used in any By-Law or in any resolution of the Board of Directors or of the Executive Committee. Section 4.03. TENURE. Each officer of the Company shall hold office until his or her successor is elected and qualifies, provided that each officer shall serve at the pleasure of, and may be removed with or without cause at any time by, the Board of Directors. Section 4.04. COMPENSATION. All salaries and other compensation of officers, except Assistant Secretaries and Assistant Treasurers, shall be fixed by the Board of Directors, the Executive Committee or by such other committee or such officer or officers as shall be designated from time to time by the Board of Directors. Section 4.05. CHIEF EXECUTIVE Officer The Board of Directors shall designate the Chairman or the President as the Chief Executive Officer of the Company. If there is no Chairman, the President shall be the Chief Executive Officer. The Chief Executive Officer shall have the general powers and duties of the management and supervision usually vested in and imposed upon the chief executive officer of a corporation. Section 4.06. CHAIRMAN. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe. Section 4.07. PRESIDENT. The President shall perform such duties and have such authority as the Board of Directors, the Executive Committee, or the Chairman may from time to time prescribe. If the Chairman is the Chief Executive Officer, then the President shall be the Chief Operating Officer of the Company. If there be a Chairman and he shall be absent or if there shall be no Chairman, the President shall perform the duties and have the authority of the Chairman. Section 4.08. VICE PRESIDENTS. The Vice Presidents shall perform such duties and have such powers as the Board of Directors, the Executive Committee, or the Chief Executive Officer of the Company may from time to time prescribe. In the absence of the Chairman and the President, Vice Presidents shall perform the duties and have the authority of the President in the order prescribed by the Board of Directors or the Executive Committee. Section 4.09. SECRETARY. The Secretary shall keep the minutes of the meetings of the Company and of the Board of Directors, and shall cause all notices of meetings of the Company and the Board of Directors to be duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall in general perform all duties usually incident to the office of secretary. Section 4.10. TREASURER. The Treasurer shall have the custody of the funds and securities of the Company under the direction of the Board of Directors and the Executive Committee, shall deposit all moneys of the Company that may come into his hands to the credit of the Company in such depositories as are authorized or approved by the Board of Directors or the Executive Committee, and shall see that all expenditures are duly authorized and evidenced by proper receipts and vouchers. The Treasurer shall in general perform all duties usually incident to the office of treasurer. Section 4.11. ASSISTANT SECRETARIES. The Board of Directors or the Executive Committee may elect one or more Assistant Secretaries, who shall perform such duties as the Board of Directors the Executive Committee, or the chief executive officer of the Company may from time to time prescribe. In the absence of the Secretary, his or her duties shall devolve upon such officer or officers as designated by the chief executive officer of the Company. Section 4.12. ASSISTANT TREASURERS. The Board of Directors or the Executive Committee may elect one or more Assistant Treasurers, who shall perform such duties as the Board of Directors, Executive Committee, or the chief executive officer of the Company may from time to time prescribe. In the absence of the Treasurer, his duties shall devolve upon such officer or officers as designated by the chief executive officer of the Company. Section 4.13. DUTIES AND AUTHORITY. All officers of the Company shall be subject to the supervision and direction of the Board of Directors and the Executive Committee and, in addition to the foregoing duties and authority, shall perform such duties and have such authority as the Board of Directors, the Executive Committee, the Chairman or the President may from time to time prescribe. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section 5.01. INDEMNIFICATION. To the full extent permitted by Minnesota Statutes, Section 300.083, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Company against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The indemnification provided by this Section shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Bylaw. INSTRUMENTS Section 6.01. POLICIES. All insurance and annuity policies, and amendments and agreements relating thereto, shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, or, in their absence, by two directors. The signatures may be facsimile signatures. Section 6.02. CONTRACTS AND COMMISSION AGREEMENTS WITH FIELD FORCE. Contracts and commission agreements with any member of the field force or any employee thereof shall be signed or approved by the Chairman, the President, a Vice President, or by any other officer or employee of the Company designated by the Board of Directors or the Executive Committee to sign or approve such documents. Section 6.03. CHECKS AND DRAFTS. All checks and drafts drawn upon depositories of the Company shall be signed as prescribed from time to time by the Board of Directors or the Executive Committee. Section 6.04. INVESTMENT AND MORTGAGES. All note, bond, stock or other securities purchase agreements and security, mortgage, or real estate commitment letters, and amendments thereto, deeds and leases, and assignments, releases, or partial releases, or payment or performance moratoriums of any mortgages, debt obligations or other security interests held by the Company shall be signed by the Chairman, the President, a Vice President, the Secretary, or the Treasurer, or shall be signed by such other person or persons as may be designated from time to time by the Board of Directors. Section 6.05. STOCK CERTIFICATES. All certificates of stock shall be signed by the Chairman or the President or a Vice President and by the Secretary or an Assistant Secretary of the Company, but when a certificate is signed by a transfer agent or registrar appointed by the Board of Directors, the signature of any such corporate officer and the corporate seal upon such certificate may be facsimiles, engraved or printed. Section 6.06. OTHER INSTRUMENTS. All other contracts and written instruments of any kind not previously described shall be signed by one of the following officers: The Chairman, the President, a Vice President, the Secretary, or the Treasurer, or by any other officer or employee of the Company as shall be so empowered by the Board of Directors or the Executive Committee, or by such other person or persons as may be designated from time to time by the Board of Directorsor the Executive Committee. Section 6.07. SEAL. The seal of the Company may be affixed to any instrument requiring a seal and may be duly attested by any officer of the Company. Section 6.08. SIGNATURES OF VICE PRESIDENTS. Any officer with the designation of Vice President, such as an Executive Vice President, Senior Vice President, Second Vice President or an Assistant Vice President shall have all the rights and powers of a Vice President in the execution of instruments as provided in these Bylaws. AMENDMENTS Section 7.01. AMENDMENTS OF BYLAWS. The Board of Directors shall have authority to make and alter the Bylaws of the Company, subject to the power of the shareholders to change or repeal such Bylaws. EX-99.8(A)-PARTICIPA 7 VIPF PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT ----------------------- among VARIABLE INSURANCE PRODUCTS FUND -------------------------------- FIDELITY DISTRIBUTORS CORPORATION --------------------------------- and NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY -------------------------------------------- THIS AGREEMENT, made and entered into this 16th day of March, 1988 by and among NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (hereinafter the "Company") on its own behalf and on behalf of NWNL SELECT VARIABLE ACCOUNT Separate Account (hereinafter the "Account"), segregated asset account of the Company, and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"). WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements substantially identical to this Agreement (hereinafter "Participating Insurance Companies"); and -1- WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission, dated October 15, 1985 (File No. 812-6102), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and WHEREAS, the Company has registered or will register certain variable annuity contracts under the 1933 Act; and WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company on November 12, 1981, to set aside and invest assets attributable to the aforesaid variable annuity contracts; and -2- WHEREAS, the Company has registered or will register the Account as a unit investment trust under the 1940 Act; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange commission under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of the Account to fund certain of the aforesaid variable annuity contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as the Account at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows: ARTICLE I. SALE OF FUND SHARES 1.1. The Underwriter agrees to sell to the Company those shares of the Fund which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:30a.m. Boston time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. -3- 1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Account on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Trustees") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public. 1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Sections 2.5 and 2.12 of Article II of this Agreement is in effect to govern such sales. 1.5. The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from the Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. -4- 1.6. The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the variable annuity contracts with the form number(s) which are listed on an attached hereto and incorporated herein by this reference, as such Schedule A may be amended from time to time hereafter by mutual written agreement of all the parties hereto, (the "Contracts") shall be invested in the Fund, in such other Funds advised by the Adviser as may be mutually agreed to in writing by the parties hereto, or in the Company's general account, provided that such amounts may also be invested in an investment company other than the Fund if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Portfolios of the Fund; or (b) the Company gives the Fund and the Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contracts; or (c) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so informs the Fund and Underwriter prior to their signing this Agreement; or (d) the Fund or Underwriter consents to the use of such other investment company. The fund and the Underwriter hereby consent to the utilization of the following registered investment companies as additional funding vehicles for the contracts: Select High Yield Fund, Inc., Select Capital Growth Fund, Inc., Select Cash Management Fund, Inc., and Select Managed Fund, Inc.. 1.7. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Sections 2.10 and 2.11, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. -5- 1.8. Issuance and transfer of the Funds' shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Shares ordered from the Fund will be recorded in an appropriate title for the Account or the appropriate subaccount of the Account. 1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Funds' shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under Section 61A.13 of the Minnesota Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register -6- the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the Commonwealth of Massachusetts and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.4. The Company represents that the Contracts are currently treated as endorsement or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or -7- otherwise, although it may make such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. 2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Minnesota and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Minnesota to the extent required to perform this Agreement. 2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the State of Minnesota and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable -8- federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Minnesota and any applicable state and federal securities laws. 2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Section 17g-(1) of the Investment Company Act of 1940 or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less than the minimal coverage as required currently by Section 17g-(1) of the Investment Act of 1940 or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.12. The Company represents and warrants it will not purchase Fund shares with Account assets derived from the sale of Contracts to deferred compensation plans with respect to service for state and local governments which qualify under Section 457 of the federal Internal Revenue Code, as may be amended, except that the company may continue purchasing shares for and enrolling additional state and local employees under the companies existing arrangements with state and local governments. The Company may purchase Fund -9- shares with Account assets derived from any sale of a Contract to any other type of tax-advantaged employee benefit plan; PROVIDED however that such plan has no more than 300 employees who are eligible to participate at the time of the first such purchase hereunder by the Company of Fund shares derived from the sale of such Contract. ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. -10- 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract Owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. -11- ARTICLE IV. SALES MATERIAL AND INFORMATION 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material (a) in which the Fund or its investment adviser or the Underwriter is named, and (b) to be used in connection with investment companies other than the Fund which are used as a funding vehicle for the Contracts, at least fifteen Business Days prior to its use. No such material specified in clause 4.1(a) shall be used if the Fund or its designee object to such use within fifteen Business Days after receipt of such material. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee object to such use within fifteen Business Days after receipt of such material. 4.4. The Fund and the Underwriter shall not give any information or any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such -12- registration statement and prospectus may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account, contemporaneously with the filing of such document with the Securities and Exchange Commission. 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of -13- any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. FEES AND EXPENSES 5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. Currently, no such payments are contemplated. 5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, all taxes on the issuance or transfer of the Fund's shares. -14- 5.3. The Company shall bear the expenses of printing and distributing the Fund's prospectus to owners of Contracts issued by the Company and of distributing the Fund's proxy materials and reports to such Contract owners. ARTICLE VI. DIVERSIFICATION 6.1. The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Temporary Regulation Section 1.817-5T, dated, September 12, 1986 relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. ARTICLE VII. POTENTIAL CONFLICTS 7.1. The Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. -15- 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (I.E., annuity contract owners, life insurance contract owners or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, -16- the Company may be required, at the Fund's election, to withdraw the Account's investment in the Fund and terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of the other state regulators, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the -17- irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. INDEMNIFICATION 8.1. INDEMNIFICATION BY THE COMPANY 8.1(a). The Company agrees to indemnify and hold harmless the Fund and each of its Trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) -18- against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations -19- contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1 (c) hereof. 8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross -20- negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable. 8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. -21- 8.2. INDEMNIFICATION BY THE UNDERWRITER 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use -22- in the Registration Statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares: or (ii) arise out of or as a result of statements or representa- tions (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement) ; or -23- (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified -24- Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account. 8.3. INDEMNIFICATION BY THE FUND 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Trustees any member thereof, are related to the operations of the Fund and: (i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement);or -25- (ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or the Account, whichever is applicable. 8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the -26- defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party dependently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund. ARTICLE IX. APPLICABLE LAW 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 9.2. This Agreement shall be subject to the provisions of the 1933, 1934, and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. TERMINATION 10.1. This Agreement shall terminate: (a) at the option of any party upon one year advance written notice to the other parties; provided, however such notice shall not be given earlier than one year following the date of this Agreement; or -27- (b) at the option of the Company to the extent that shares of Portfolios are not reasonably available to meet the requirements of the Contracts as determined by the Company, provided however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt notice of the election to terminate for such cause shall be furnished by the Company; or (c) at the option of the Fund in the event that formal administrative proceedings are instituted against the Company by the National Association of Securities Dealers, Inc. ("NASD"), the Securities and Exchange Commission, the Insurance Commissioner or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided, however, that the Fund determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or (d) at the option of the Company in the event that formal administrative proceedings are instituted against the Fund or Underwriter by the NASD, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Underwriter to perform its obligations under this Agreement; or (e) upon requisite vote of the Contract owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment -28- media. The Company will give 30 days' prior written notice to the Fund of the date of any proposed vote to replace the Fund's shares; or (f) at the option of the Company, in the event any of the Fund's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (g) at the option of the Company, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (h) at the option of the Company, if the Fund fails to meet the diversification requirements specified in Article VI hereof; or (i) at the option of either the Fund or the Underwriter, if (1) the Fund or the Underwriter, respectively, shall determine, in their sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of either the Fund or the Underwriter, (2) the Fund or the Underwriter shall notify the Company in writing of such determination and its intent to terminate this Agreement, and (3) after considering the actions taken by the Company and any other changes in circumstances since the giving of such notice, such determination of the Fund or the Underwriter shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or -29- (j) at the option of the Company, if (1) the Company shall determine, in its sole judgment reasonably exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of the Company, (2) the Company shall notify the Fund and the Underwriter in writing of such determination and its intent to terminate the Agreement, and (3) after considering the actions taken by the Fund and/or the Underwriter and any other changes in circumstances since the giving of such notice, such determination shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or (k) at the option of either the Fund or the Underwriter, if the Company gives the Fund and the Underwriter the written notice specified in Section 1.6(b) hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however any termination under this Section 10.1(k) shall be effective forty five (45) days after the notice specified in Section 1.6(b) was given. 10.2. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 10.1(a) may be exercised for any reason or for no reason. 10.3. NOTICE REQUIREMENT. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate which notice shall set forth the basis for such termination. Furthermore, -30- (a) In the event that any termination is based upon the provisions of Article VII, or the provision of Section 10.1(a) , 10.1(i) , 10.1(j) or 10.1(k) of this Agreement, such prior written notice shall be given in advance of the effective date of termination as required by such provisions; and (b) In the event that any termination is based upon the provisions of Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice shall be given at least ninety (90) days before the effective date of termination. 10.4. EFFECT OF TERMINATION. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.4 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.5. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract Owner initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a Legally Required Redemption"). -31- Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so. ARTICLE XI. NOTICES Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer If to the Company: 20 Washington Avenue South Minneapolis, MN 55440 Attention: Karl Wolf, Esquire If to the Underwriter: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer -32- ARTICLE XII. MISCELLANEOUS 12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 12.2 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as it may come into the public domain. 12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiring relating to this Agreement or the transactions contemplated hereby. -33- Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable insurance product operations of the Company are being conducted in a manner consistent with the California Variable Life Insurance Regulations and any other applicable law or regulations. 12.7 The Fund and Underwriter agree that to the extent any advisory or other fees received by the Fund, the Underwriter or the Adviser are determined to be unlawful in legal or administrative proceedings under the 1973 NAIC model variable life insurance regulation in the states of Colorado, Maryland, Massachusetts, Michigan or Pennsylvania, the Underwriter shall indemnify and reimburse the Company for any out of pocket expenses and actual damages the Company has incurred as a result of any such proceeding; provided however that the provisions of Section 8.2(b) of this and 8.2(c) shall apply to such indemnification and reimbursement obligation. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Fund and/or the Underwriter under this Agreement. 12.8. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. -34- IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. Company: By its authorized officer, NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY SEAL By: /s/ Michael J. Dubes Title: Senior Vice President, Ind. Ins. Date: Company: By its authorized officer, SEAL By: /s/ Michael S. Fischer Title: 2nd V.P. & Assistant General Counsel--Individual Date: -35- Fund: By its authorized officer, VARIABLE INSURANCE PRODUCTS FUND By its authorized officer, SEAL By: /s/ John L. O'Brien Title: Senior Vice President Date: 4-11-88 Underwriter: FIDELITY DISTRIBUTORS CORPORATION By its authorized officer, SEAL By: /s/ John L. O'Brien Title: President Date: 4-11-88 -36- SCHEDULE A CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. -37- SCHEDULE B PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting (the "Record Date") to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units/shares which are attributed to each contractowner/ policyholder (the "Customer") as of the Record Date. Allowance should should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. Note: The number of voting instruction cards is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report must be sent to each Customer by the Company either before or together with the Customers' receipt of a proxy statement. Underwriter will provide at least one copy of the last Annual Report to the Company. -1- 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards with the name, address, and number of units/shares for each customer. (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 5. Company will, at its expense, print account information on the Cards. 6. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Fund or account number d. coding to state number of shares/units (depends upon tabula- tion process used by the computer system, i.e., whether or not system knows number of shares held just by "reading" the account number) e. individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) Note: When the Cards are printed by the Fund, each Card is numbered individually to guard against potential Card/vote duplication. 7. During this time, the Legal Department of the Underwriter or its affiliate ("Fidelity Legal") will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Insurance Company). Contents of envelope sent to Customers by Company will include: a. Voting Instruction Card b. proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent -2- d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by Fidelity Legal. 8. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. 9. Package mailed by the Company. * The Fund MUST allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended, but not necessary, to receive a proper response percentage.) Solicitation time is calculated as days from (but NOT including) the meeting, counting backwards. ** If the Customers were actually the shareholders, at least 50% of the outstanding shares must be represented and 66 2/3% of that 50% must have voted affirmatively on the proposals to have an effective vote. HOWEVER, since the Company is the shareholder, the Customers' votes will (except in certain limited circumstances) be used to dictate how the Company will vote. 10. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival into vote categories of all yes, no, or mixed replies, and to begin data entry. * Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by Fidelity in the past. -3- 11. Signatures on Card checked against legal name on account registration which was printed on the Card. * This verifies whether an individual has signed correctly for self with the same name as is on the account registration. For Example: If the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 12. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that have "kicked out" (e.g., mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 13. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 14. The actual tabulation of votes is done in units and in shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of SHARES.) -4- 15. Final tabulation in shares is verbally given by the Company to the Legal Department on the morning of the meeting by 10:00 a.m. Boston time. 16. Vote is verified by the Company and is sent to Fidelity Legal. 17. Company then votes its proxy in accordance with the votes received from the Customers the morning of the meeting (except in limited circumstances as may be otherwise required by law). A letter documenting the Company's vote is supplied by Fidelity Legal and is sent to officer of company for his signature. This letter is normally sent after the meeting has taken place. 18. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity will be permitted reasonable access to such Cards. 19. All approvals and "signing-off" may be done orally, but must always be followed up in writing. 20. During tabulation procedures, the Fund and Company determine if a resolicitation is required and what form that resolicitation should take, whether it should be by a mailing, or by recorded telephone line. A resolicitation is considered when the vote response is slow and it appears that not enough votes would be received by the meeting date. The meeting could be adjourned to leave enough time for the resolicitation. A determination is made by the Company and the Fund to find the most cost effective candidates for resolicitation. These are Customers who have not yet voted, but whose balances are large enough to bring in the required vote with minimal costs. -5- a. By mail: Fidelity Legal amends the voting instruction cards, if necessary, and writes a resolicitation letter. The Fund supplies these to the Company. The Company generates a mailing list etc., as per step 2 onward. b. By phone: Rarely used. This must be done on a recorded line. Fidelity Legal and the Fund will supply the necessary procedures and script if a phone resolicitation were to be required. -6- AMENDMENT NO. 2 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988 (the Agreement"). WHEREAS, each of the parties is desirous of expanding the ability of Company to participate in the qualified markets, the Company, the Underwriter and the Fund hereby agree to amend the Agreement by deleting from Section 1.4 the reference to Section 2.12 and by deleting Section 2.12 in its entirety. In witness whereof, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of November 1, 1991. NORTHWESTERN NATIONAL FIDELITY DISTRIBUTORS CORPORATION LIFE INSURANCE COMPANY By: /s/ John A. Johnson By: /s/ Roger T. Servison Name: John A. Johnson Name: Roger T. Servison Title: Vice President and Actuary Title: President VARIABLE INSURANCE PRODUCTS FUND By: /s/ J. Gary Burkhead Name: J. Gary Burkhead Title: Senior Vice President AMENDMENT NO. 3 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule A of the Agreement by inserting the following in its entirety: 2. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of January 1993. Northwestern National Life Insurance Company By: Name: Title: Variable Insurance Products Fund By: Name: Title: Fidelity Distributors Corporation By: Name: Title: SCHEDULE A CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the state exceptions. AMENDMENT NO. 4 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule A of the Agreement by inserting the following in its entirety: 3. Flexible Premium Variable Life Policy Contract Form No. 84-795, and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of June ___, 1993. Northwestern National Life Insurance By: /s/ Michael S. Fischer By: /s/ John Johnson Name: Michael S. Fischer Name: John Johnson Title: Second Vice President Title: Vice President and Actuary and Asst. General Counsel Variable Insurance Products Fund By: /s/ J. Gary Burkhead Name: J. Gary Burkhead Title: Senior Vice President Fidelity Distributors Corporation By: /s/ Kurt Lange Name: Kurt Lange Title: President SCHEDULE A CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the state exceptions. 3. Flexible Premium Variable Life Policy Contract Form No. 84-795, and the state exceptions. AMENDMENT NO. 5 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule A of the Agreement by inserting the following in its entirety: 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420 and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of August 30, 1993. Northwestern National Life Insurance Company By: /s/ Michael S. Fischer Name: Michael S. Fischer Title: Second Vice President and Asst. General Counsel By: /s/ John A. Johnson Name: John A. Johnson Title: Vice President and Actuary Individual Insurance Variable Insurance Products Fund By: /s/ J. Gary Burkhead Name: J. Gary Burkhead Title: Senior Vice President Fidelity Distributors Corporation By: /s/ Kurt A. Lange Name: Kurt A. Lange Title: President SCHEDULE A CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium, etc. (see Schedule B). 3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705, and the state exceptions. 4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795, and the state exceptions. 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions. AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT AMONG VARIABLE INSURANCE PRODUCTS FUND and NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY WHEREAS, NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (the "Company"), VARIABLE INSURANCE PRODUCTS FUND (the "Fund)" and FIDELITY DISTRIBUTORS CORPORATION have previously entered into a Participation Agreement (the "Agreement") containing certain arrangements concerning prospectus costs; and WHEREAS, the Trustees of the Fund have approved certain changes to the expense structure of the Fund; and NOW, THEREFORE, the parties do hereby agree to amend the Agreement by substituting the following arrangement in place of any inconsistent language in the Participation Agreement, wherever found: 1. The Fund will provide to the Company each year, at the Fund's cost, such number of prospectuses and Statements of Additional Information as are actually distributed to the Company's then-existing variable life and/or variable annuity contract owners. 2. If the Company takes camera-ready film or computer diskettes containing the Fund's prospectus and/or Statement of Additional Information in lieu of receiving hard copies of these documents, the Fund will reimburse the Company in an amount computed as follows. The number of prospectuses and Statements of Additional Information actually distributed to existing contract owners by the Company will be multiplied by the Fund's actual per-unit cost of printing the documents. 3. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund in order to verify that the prospectuses and Statements of Additional Information provided to the Company, or the reimbursement made to the Company, are or have been used only for the purposes set forth herein above. IN WITNESS WHEREOF we have set our hand as of the 15th day of December, 1994. NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By: /S/ JOHN JOHNSON By: /S/ DAVID F. HILL Name: JOHN JOHNSON Name: DAVID F. HILL Title: VICE PRESIDENT AND ACTUARY Title: SENIOR VICE PRESIDENT, INDIVIDUAL INSURANCE DIVISION VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS CORPORATION By: /S/ J. GARY BURKHEAD By: /S/ KURT A. LANGE Name: J. GARY BURKHEAD Name: KURT A. LANGE Title: SENIOR VICE PRESIDENT Title: PRESIDENT AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT Amendment No. 7 to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), NWNL Select Variable Account, Variable Insurance Products Fund (the "Fund)" and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988 (the "Agreement"). WHEREAS, each of the parties to the Agreement desires to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as an investment vehicle. NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows: 1. The first paragraph on page 1 of the Agreement is amended by inserting in the fourth line of said paragraph after the words "VARIABLE ACCOUNT" the following words: "and the NORTHSTAR/NWNL VARIABLE ACCOUNT." 2. Schedule A of the Agreement is amended by inserting in its entirety the following: "6. Flexible Premium Individual Deferred Retirement Annuity Contracts Form Number 84-420 and state exceptions." IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative(s). NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By: /S/ MICHAEL S. FISCHER Michael S. Fischer Title: Second Vice President and Assistant General Counsel By: /S/ JOHN A. JOHNSON John A. Johnson Title: Vice President and Actuary VARIABLE INSURANCE PRODUCTS FUND By: _______________________________________ Name: ____________________________________ Title: _____________________________________ FIDELITY DISTRIBUTORS CORPORATION By: _______________________________________ Name: ____________________________________ Title: _____________________________________ SCHEDULE A CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium, etc. (see Schedule B). 3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705, and the state exceptions. 4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795, and the state exceptions. 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions (Select Annuity III). 6. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions (Northstar Variable Annuity). AMENDMENT NO. 8 Amendment to the Participation Agreement among ReliaStar Life Insurance Company (formerly Northwestern National Life Insurance Company) (the "Company"), Variable Insurance Products Fund I (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1991(the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule A of the Agreement by inserting the following additional item therein: 7. Survivorship Flexible Premium Variable Life Insurance Policy 85-230, and the state exceptions. and, upon making such insertion, replaces the existing Schedule A in its entirety with the attached new Schedule A dated November 15, 1996. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of November 15, 1996. ReliaStar Life Insurance Company By: _______________________________________ Michael S. Fischer Title: Vice President and Assistant General Counsel By: _______________________________________ John A. Johnson Title: Vice President and Actuary Individual Insurance Variable Insurance Products Fund By: _______________________________________ Name: ____________________________________ Title: _____________________________________ Fidelity Distributors Corporation By: _______________________________________ Name: ____________________________________ Title: _____________________________________ SCHEDULE A CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium, etc. (see Schedule B). 3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705, and the state exceptions. 4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795, and the state exceptions. 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions (Select Annuity III). 6. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions (Northstar Variable Annuity). 7. Survivorship Flexible Premium Variable Life Insurance Policy Form No. 85-230, and the state exceptions. EX-99.8(B)-PARTICIPA 8 VIPF II PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of this 1st day of January, 1991 by and among NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY, (hereinafter the "Company"), a Minnesota corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation. -1- WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Fund and the Underwriter (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Exemptive Order"); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and -2- WHEREAS, the Company has registered or will register certain variable life and variable annuity contracts under the 1933 Act; and WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the one or more variable life and annuity contracts; and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid variable life and variable annuity contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows: ARTICLE I. SALE OF FUND SHARES 1.1. The Underwriter agrees to sell to the Company those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of -3- this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:30 a.m. Boston time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public. 1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing -4- provisions substantially the same as Articles I, III, V, VII and Sections 2.5 and 2.12 of Article II of this Agreement is in effect to govern such sales. 1.5. The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. 1.6. The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the variable life and variable annuity contracts with the form number(s) which are listed on Schedule B attached hereto and incorporated herein by this reference, as such Schedule B may be amended from time to time hereafter by mutual written agreement of all the parties hereto, (the "Contracts") shall be invested in the Fund, in such other Funds advised by the Adviser as may be mutually agreed to in writing by the parties hereto, or in the Company's general account, provided that such amounts may also be invested in an investment company other than the Fund if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Portfolios of the Fund; or (b) the Company gives the Fund and the -5- Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contracts; or (c) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so informs the Fund and Underwriter prior to their signing this Agreement; or (d) the Fund or Underwriter consents to the use of such other investment company. 1.7. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal funds so wired, such fund shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. -6- 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 61A.13 of the Minnesota Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Minnesota and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order -7- to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.4. The Company represents that the Contracts are currently treated as endowment, annuity or life insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. -8- 2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Minnesota and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Minnesota to the extent required to perform this Agreement. 2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the state of Minnesota and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Minnesota and any applicable state and federal securities laws. 2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other -9- individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less than the minimal coverage as required currently by entities subject to the requirements of Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.12. The Company represents and warrants that it will not purchase Fund shares with Account assets derived from the sale of Contracts to deferred compensation plans with respect to service for state and local governments which qualify under Section 457 of the federal Internal Revenue Code, as may be amended. The Company may purchase Fund shares with Account assets derived from any sale of a Contract to any other type of tax-advantaged employee benefit plan; PROVIDED however that such plan has no more than 500 employees who are eligible to participate at the time of the first such purchase hereunder by the Company of Fund shares derived from the sale of such Contract. -10- ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Contracts and the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract Owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such -11- portfolio for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. ARTICLE IV. SALES MATERIAL AND INFORMATION 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee object to such use within fifteen Business Days after receipt of such material. -12- 4. 2. The Company shall not give any information or make any representations or statements on behalf of the Fund or representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee object to such use within fifteen Business Days after receipt of such material. 4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. -13- 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statement of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statement of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the Securities and Exchange Commission. 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or -14- all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. FEES AND EXPENSES 5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. Currently, no such payments are contemplated. 5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, all taxes on the issuance or transfer of the Fund's shares. -15- 5.3. The Company shall bear the expenses of printing and distributing the Fund's prospectus to owners of Contracts issued by the Company and of distributing the Fund's proxy materials and reports to such Contract owners. ARTICLE VI. DIVERSIFICATION 6.1. The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817 (h) of the Code and Treasury Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endorsement, or life insurance contracts and any amendments or other modifications to such Section or Regulations. ARTICLE VII. POTENTIAL CONFLICTS 7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a -16- difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the -17- affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and -18- implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) -19- Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) so amended or adopted. ARTICLE VIII. INDEMNIFICATION 8.1. INDEMNIFICATION BY COMPANY 8.1(a). The Company agrees to indemnify and hold harmless the Fund and each of trustees of the Board and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to -20- indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company: or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or -21- (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. 8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable. 8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification -22- provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. 8.2. INDEMNIFICATION BY THE UNDERWRITER 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or -23- actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or -24- (iii) arise out of any untrue statement or all alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. -25- 8.2 (c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account. 8.3. INDEMNIFICATION BY THE FUND -26- 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and: (i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or -27- gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. 8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this -28- Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Fund. ARTICLE IX. APPLICABLE LAW 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. TERMINATION 10.1. This Agreement shall terminate: (a) at the option of any party upon one year advance written notice to the other parties; provided, however such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Company to the extent that shares of Portfolios are not reasonably available to meet the requirements of the Contracts as determined by the Company, provided however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt notice of -29- the election to terminate for such cause shall be furnished by the Company; or (c) at the option of the Fund in the event that formal administrative proceedings are instituted against the Company by the National Association of Securities Dealers, Inc.("NASD"), the Securities and Exchange Commission, the Insurance Commissioner or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, with respect to the operation of any Account, or the purchase of the Fund shares, provided, however, that the Fund determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or (d) at the option of the Company in the event that formal administrative proceedings are instituted against the Fund or Underwriter by the NASD, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Underwriter to perform its obligations under this Agreement; or (e) with respect to any Account, upon requisite vote of the Contract having an interest in such Account (or any subaccount) to substitute the shares of another investment -30- company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. The Company will give 30 days' prior written notice to the Fund of the date of any proposed vote to replace the Fund's shares; or (f) at the option of the Company, in the event any of the Fund's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (g) at the option of the Company, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (h) at the option of the Company, if the Fund fails to meet the diversification requirements specified in Article VI hereof; or (i) at the option of either the Fund or the Underwriter, if (1) the Fund or the Underwriter, respectively, shall determine, in their sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of either the Fund or the -31- Underwriter, (2) the Fund or the Underwriter shall notify the Company in writing of such determination and its intent to terminate this Agreement, and (3) after considering the actions taken by the Company and any other changes in circumstances since the giving of such notice, such determination of the Fund or the Underwriter shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or (j) at the option of the Company, if (1) the Company shall determine, in its sole judgment reasonably exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of the Company, (2) the Company shall notify the Fund and the Underwriter in writing of such determination and its intent to terminate the Agreement, and (3) after considering the actions taken by the Fund and/or the Underwriter and any other changes in circumstances since the giving of such notice, such determination shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or (k) at the option of either the Fund or the Underwriter, if the Company gives the Fund and the Underwriter the written -32- notice specified in Section 1.6(b) hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however any termination under this Section 10.1(k) shall be effective forty five (45) days after the notice specified in Section 1.6(b) was given. 10.2. It is understood and agreed that the right of any party hereto to terminate this Agreement to Section 10.1(a) may be exercised for any reason or for no reason. 10.3. NOTICE REQUIREMENT. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate which notice shall set forth the basis for such termination. Furthermore, (a) in the event that any termination is based upon the provisions of Article VII, or the provision of Section 10.1(a), 10.1(i), 10.1(j) or 10.1(k) of this Agreement, such prior written notice shall be given in advance of the effective date of termination as required by such provisions; and (b) in the event that any termination is based upon the provisions of Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice shall be given at least ninety (90) days before the effective date of termination. 10.4. EFFECT OF TERMINATION. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall, at the option of the Company, continue to make available additional shares of the Fund pursuant -33- to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that Section 10.4 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.5. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in either Account) except (i) as necessary to implement Contract Owner initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so. ARTICLE XI. NOTICES Any notice shall be sufficiently given when sent by registered or -34- certified mail to the other Party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer If to the Company: 20 Washington Avenue South Minneapolis, Minnesota 55440 Attention: Michael S. Fischer, Esq. If to the Underwriter: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer ARTICLE XII. MISCELLANEOUS 12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 12.2 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. 12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4 This Agreement may be executed simultaneously in two or -35- more counterparts, each of which taken together shall constitute one and the same instrument. 12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable life insurance operations of the Company are being conducted in a manner consistent with the California Variable Life Insurance Regulations and any other applicable law or regulations. 12.7 The Fund and Underwriter agree that to the extent any advisory or other fees received by the Fund, the Underwriter or the Adviser are determined to be unlawful in legal or administrative proceedings under the 1973 NAIC model variable life insurance regulation in the states of California, Colorado, Maryland or Michigan, the Underwriter shall indemnify and reimburse the Company for any out of pocket expenses and actual damages the Company has incurred as a result of any such proceeding; provided however that the provisions of Section 8.2(b) of this and 8.2(c) shall apply to such indemnification and -36- reimbursement obligation. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Fund and/or the Underwriter under this Agreement. 12.8. The rights, remedies, and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. IN WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. Company: NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By its authorized officer, SEAL By: /s/ Michael Keller By: /s/ Michael Masterson Title: 2nd VP-Ind. Marketing Title: Vice President-Individual Date: January 7, 1991 Insurance Date: January 7, 1991 Fund: VARIABLE INSURANCE PRODUCTS FUND II By: /s/ J. Gary Burkhead SEAL Title: Senior Vice President Date: 4/30/91 Underwriter: FIDELITY DISTRIBUTORS CORPORATION By its authorized officer, SEAL By: /s/ R. A. Lawson Title: President Date: 4/30/91 -37- SCHEDULE A ACCOUNTS Name of Account Date of Resolution of Company's Board which Established the Account NWNL Select Variable Account 11/12/81 Select*Life Variable Account 10/11/84 -38- SCHEDULE B CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium Variable Life Policy Contract Form Number: 83-300, 83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307, 83-187 or 83-309. -39- SCHEDULE C PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units which are attributed to each contractowner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. Note: The number of proxy statements is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report must be sent to each Customer by the Company either before or together with the Customers' receipt of a proxy statement. Underwriter will provide at least one copy of the last Annual Report to the Company. 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards. The Legal Department of the Underwriter or its affiliate ("Fidelity Legal") must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Fund or account number d. coding to state number of units e. individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) B-1 5. During this time, Fidelity Legal will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Insurance Company). Contents of envelope sent to Customers by Company will include: a. Voting Instruction Card(s) b. one proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by Fidelity Legal. 6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. 7. Package mailed by the Company. * The Fund MUST allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but NOT including) the meeting, counting backwards. 8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by Fidelity in the past. 9. Signatures on Card checked against legal name on account registration which was printed on the Card. Note: For Example, if the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. B-2 10. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that have "kicked out" (e.g., mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 11. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 12. The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of SHARES.) Fidelity Legal must review and approve tabulation format. 13. Final tabulation in shares is verbally given by the Company to Fidelity Legal on the morning of the meeting not later than 10:00 a.m. Boston time. Fidelity Legal may request an earlier deadline if required to calculate the vote in time for the meeting. 14. A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. Fidelity Legal will provided a standard from for each Certification. 15. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity Legal will be permitted reasonable access to such Cards. 16. All approvals and "signing-off" may be done orally, but must always be followed up in writing. B-3 AMENDMENT NO. 1 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund II (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1991 (the "Agreement"). WHEREAS, each of the parties is desirous of expanding the ability of Company to participate in the qualified markets, the Company, the Underwriter and the Fund hereby agree to amend the Agreement by deleting from Section 1.4 the reference to Section 2.12 and by deleting Section 2.12 in its entirety. In witness whereof, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of November 1, 1991. NORTHWESTERN NATIONAL FIDELITY DISTRIBUTORS CORPORATION LIFE INSURANCE COMPANY By: John A. Johnson By: Roger T. Servison Name: John A. Johnson Name: Roger T. Servison Title: vice President and Actuary Title: President VARIABLE INSURANCE PRODUCTS FUND II By: J. Gary Burkhead Name: J. Gary Burkhead Tide: Senior Vice President AMENDMENT NO. 2 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund II (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1991 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule B of the Agreement by inserting the following in its entirety: 3. Flexible Premium Variable Life Policy Contract Form No.: 84-705, and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of January ____, 1993. Northwestern National Life Insurance Company By: __________________ Name: ________________ Title: _______________ Variable Insurance Products Fund II By: Name: Title: Fidelity Distributors Corporation By: Name: Title: Schedule B Contracts 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium Variable Life Policy Contract Form Number: 83-300, 83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307, 83-187 or 83-309. 3. Flexible Premium Variable Life Policy Contract Form Number: 84-705, and the state exceptions. AMENDMENT NO. 3 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund II (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1991 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule B of the Agreement by inserting the following in its entirety: 4. Flexible Premium Variable Life Policy Contract Form No. 84-795, and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of June ___, 1993. Northwestern National Life Insurance Company By: Michael S. Fischer By: John Johnson Name: Michael S. Fischer Name: John Johnson Title: Second Vice President Title: Vice President and Actuary Asst. General Counsel Variable Insurance Products Fund II By: J. Gary Burkhead Name: J. Gary Burkhead Title: Senior Vice President Fidelity Distributors Corporation By: Kurt Lange Name: Kurt Lange Title: President SCHEDULE B CONTRACTS 1. Flexible premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium Variable Life Policy Contract Form No. 83-300, 83-301, 83-302, 93-303, 83-304, 83-305, 83-306, 83-307, 83-187 OR 83-309. 3. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the state exceptions. 4. Flexible Premium Variable Life Policy Contract Form No. 84-795, and the state exceptions. AMENDMENT NO. 4 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund II (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1991 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule B of the Agreement by inserting the following in its entirety: 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of August 30, 1993. Northwestern National Life Insurance Company By: Michael S. Fischer Name: Michael S. Fischer Title: Second Vice President and Asst. General Counsel By: John Johnson Name: John A. Johnson Title: Vice President and Actuary Individual Insurance Variable Insurance Products Fund By: J. Gary Burkhead Name: J. Gary Burkhead Title: Senior Vice President Fidelity Distributors Corporation By: Kurt A. Lange Name: Kurt A. Lange Title: President SCHEDULE B CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and 81-873. 2. Flexible Premium Variable Life Insurance Policy Contract Form No. 83-300, 83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307, 83-187 OR 83-309. 3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705, and the state exceptions. 4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795, and the state exceptions. 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions. AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT AMONG VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION and NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY WHEREAS, NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (the "Company"), VARIABLE INSURANCE PRODUCTS FUND II (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION have previously entered into a Participation Agreement (the "Agreement") containing certain arrangements concerning prospectus costs; and WHEREAS, the Trustees of the Fund have approved certain changes to the expense structure of the Fund; and NOW, THEREFORE, the parties do hereby agree to amend the Agreement by substituting the following arrangement in place of any inconsistent language in the Participation Agreement, wherever found: 1. The Fund will provide to the Company each year, at the Fund's cost, such number of prospectuses and Statements of Additional Information as are actually distributed to the Company's then-existing variable life and/or variable annuity contract owners. 2. If the Company takes camera-ready film or computer diskettes containing the Fund's prospectus and/or Statement of Additional Information in lieu of receiving hard copies of these documents, the Fund will reimburse the Company in an amount computed as follows. The number of prospectuses and Statements of Additional Information actually distributed to existing contract owners by the Company will be multiplied by the Fund's actual per-unit cost of printing the documents. 3. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund in order to verify that the prospectuses and Statements of Additional Information provided to the Company, or the reimbursement made to the Company, are or have been used only for the purposes set forth herein above. IN WITNESS WHEREOF we have set our hand as of the 15th day of December, 1994. NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By: /S/ JOHN JOHNSON By: /S/ DAVID F. HILL Name: JOHN JOHNSON Name: DAVID F. HILL Title: VICE PRESIDENT AND ACTUARY Title: SENIOR VICE PRESIDENT, INDIVIDUAL INSURANCE DIVISION VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION By: /S/ J. GARY BURKHEAD By: /S/ KURT A. LANGE Name: J. GARY BURKHEAD Name: KURT A. LANGE Title: SENIOR VICE PRESIDENT Title: PRESIDENT AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT Amendment No. 6 dated April 14, 1995 to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund)" and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1995 (the "Agreement"). WHEREAS, each of the parties to the Agreement desires to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as an investment vehicle. NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows: 1. Schedule A of the Agreement is amended by inserting the following in its entirety: "Northstar/NWNL Variable Account 11/12/92." 2. Schedule B to the Agreement is amended by adding in its entirety the following: Flexible Premium Individual Deferred Retirement Annuity Contracts Form Number 84-420 and state exceptions." IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative(s). NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By: /S/ MICHAEL S. FISCHER Michael S. Fischer Title: Second Vice President and Assistant General Counsel By: /S/ JOHN A. JOHNSON John A. Johnson Title: Vice President and Actuary VARIABLE INSURANCE PRODUCTS FUND By: /S/ J. GARY BURKHEAD Its: SENIOR VICE PRESIDENT FIDELITY DISTRIBUTORS CORPORATION By: /S/ KURT A. LANGE Its: PRESIDENT AMENDMENT NO. 7 Amendment to the Participation Agreement among ReliaStar Life Insurance Company (formerly Northwestern National Life Insurance Company) (the "Company"), Variable Insurance Products Fund II (the "Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January 1, 1991 (the "Agreement"). WHEREAS each of the parties desire to expand the ability of the Company to develop and market Variable Life Insurance Policies and Variable Annuity Contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule B of the Agreement by inserting the following additional item therein: 6. Survivorship Flexible Premium Variable Life Insurance Policy 85-230, and the state exceptions and, upon making such insertion, replaces the existing Schedule B in its entirety with the attached new Schedule B dated November 15, 1996. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of November 15, 1996. ReliaStar Life Insurance Company By: _____________________________ Michael S. Fischer Title: Vice President and Associate General Counsel By: _____________________________ John A. Johnson Title: Vice President and Actuary Individual Insurance Variable Insurance Products Fund By: _____________________________ Name: __________________________ Title: ____________________________ Fidelity Distributors Corporation By: _____________________________ Name: __________________________ Title: ____________________________ SCHEDULE B CONTRACTS 1. Flexible Premium Individual Deferred Retirement Annuity Contract Form Numbers 81-870 and 81-873. 2. Flexible Premium Variable Life Insurance Policy Contract Forms Numbers 83-300, 83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307 or 83-309. 3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705, and the state exceptions. 4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795, and the state exceptions. 5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No. 84-420, and the state exceptions. 6. Survivorship Flexible Premium Variable Life Insurance Policy Form No. 85-230 and the state exceptions. EX-99.8(C)-PARTICIPA 9 PUTNAM PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT ----------------------- Among PUTNAM CAPITAL MANAGER TRUST ---------------------------- PUTNAM MUTUAL FUNDS, CORP. -------------------------- and NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY -------------------------------------------- THIS AGREEMENT, made and entered into as of this 14th day of January, 1994, by and among NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (hereinafter the "Company"), a Minnesota corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the PUTNAM CAPITAL MANAGER TRUST, a Massachusetts Business Trust organized under the laws of Massachusetts (hereinafter the "Trust") and PUTNAM MUTUAL FUNDS CORP. (hereinafter the "Underwriter"), a Massachusetts corporation. WHEREAS, the Trust engages in business as an open-end diversified management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Trust and the Underwriter (hereinafter "Participating Insurance Companies"); and Page 1 WHEREAS, the beneficial interest in the Trust is divided into several series of each designated a "Fund" and representing the interest in a particular managed portfolio of securities an other assets; and WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission, dated ______________(File No.__________), granting the Company and the variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(7)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by the variable annuity and variable life insurance separate account of the Company (hereinafter the "Shared Funding Exemptive Order"); and WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, Putnam Investment Management, Inc. (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and WHEREAS, the Company has registered or will register certain variable life and variable annuity contracts under the 1933 Act; and WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date for such Account on Schedule A hereto, to set aside and invest assets attributable to the one or more variable life and annuity contracts; and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, Page 2 (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Funds on behalf of each Account to fund certain of the aforesaid variable life and variable annuity contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value. NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust and the Underwriter agree as follows: ARTICLE I. SALE OF TRUST SHARES 1.1 The Underwriter agrees to sell to the Company those shares of the Trust which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the order for the shares of the Trust. For purposes of this Section 1.1, the Company shall be the designee of the Trust for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such order by 9:30 a.m. Boston time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.2 The Trust agrees to make its shares available indebtely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Trust calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Trust shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Nothstanding the foregoing, the Board of Trustees of the Trust (hereinafter the "Board") may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of Page 3 of any Fund if such action is required by law or by regulatory authorities having action. 1.3 The Trust and the Underwriter agree that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Fund will be sold to the general public. 1.4 The Trust and the Underwriter shall not sell Trust shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Section 2.5 of Article II of this Agreement are in effect to govern such sales. 1.5 The Trust agrees to redeem for cash, on the Company's request, any full or fractional shares of the Trust held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such request for redemption on the next following Business Day. 1.6 The Company agrees to purchase and redeem the shares of each Fund offered by the then current prospectus of the Trust and in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the variable life and variable annuity contracts with the form number(s) which are listed on Schedule A attached hereto and incorporated herein by this reference, as such Schedule A may be amended from time to time hereafter by mutual written agreement of all the parties hereto, (the "Contracts") shall be invested in the Trust, in such other Trusts advised by the Adviser as may be mutually agreed to in writing by the parties hereto, or in the Company's general account, provided that such amounts may also be invested in an investment company other than the Trust if (a) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so Page 4 informs the Trust and Underwriter prior to their signing this Agreement; or (b) the Company gives the Trust and the Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contract. 1.7 The Company shall pay for Trust shares on the next Business Day after an order to purchase Trust shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Trust. 1.8 Issuance and transfer of the Trust's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Trust will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9 The Trust shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Trust's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Fund shares in additional shares of that Fund. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Trust shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10 The Trust shall make the net asset value per share for each Fund available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. Page 5 ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1 The Company represents and warrants that the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 61A.13 of the Minnesota Statutes and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2 The Trust represents and warrants that Trust shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Minnesota and all applicable federal and state securities laws and that the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Trust shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or the Underwriter. 2.3 The Trust represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately Page 6 upon having a reasonable basis for believing that it has ceased to so qualify or that it might in the future. 2.4 The Company represents that the Contracts are currently treated as endowment, annuity or life insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5 The Trust currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Trust undertakes to have a board of trustees, a majority of whom are not interested persons of the Trust, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. 2.6 The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Trust represents that the Trust's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Minnesota and the Trust and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Minnesota to the extent required to perform this Agreement. 2.7 The Underwriter represents and warrants that it is a member in good sending of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Trust shares in accordance with the laws of the State of Minnesota and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. Page 7 2.8 The Trust represents that it is lawfully organized and validly existing under the laws of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.9 The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Trust in compliance in all material respects with the laws of the State of Minnesota and any applicable state and federal securities laws. 2.10 The Trust and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage as required currently by Rule 17g-(l) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11 The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than the minimal coverage as required currently by entities subject to the requirements of Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. Page 8 ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS: VOTING 3.1 The Underwriter shall provide the Company with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Trust is amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 The Trust's prospectus shall state that the Statement of Additional Information for the Trust is available from the Underwriter (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Trust at its expense, shall provide the Company with copies of its proxy material reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract Owners; (ii) vote the Trust shares in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of such Fund for which instructions have been received: Page 9 so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. The Company shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference. 3.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. ARTICLE IV. SALES MATERIAL AND INFORMATION 4.1 The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser or the Underwriter is named prior to its use. No such material shall be used if the Trust or its designee object to such use within three Business Days after receipt of such material. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Trust shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its Page 10 designee or by the Underwriter, except with the person of the Trust or the Underwriter or the designee of either. 4.3 The Trust, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least three Business Days prior to its use. No such material shall be used if the Company or its designee object to such use within three Business Days after receipt of such material. 4.4 The Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5 The Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Trust or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 The Company will provide to the Trust at least one complete copy of all reaction statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the Securities and Exchange Commission. Page 11 4.7 For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all registered representatives, agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. FEES AND EXPENSES 5.1 The Trust and Underwriter shall pay no fee or other compensation to the Company under this agreement except that if the Trust or any Fund adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Trust. As of the date of this Agreement, no such payments are contemplated. 5.2 All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Trust, in accordance with applicable state laws prior to their sale. The Trust shall bear the expenses for the cost of registration and qualification of the Trust's shares, preparation and filing of the Trust's prospectus and registration statement, proxy Page 12 materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, all taxes on the issuance or transfer of the Trust's shares. The Trust shall bear the expenses of printing the Trust's prospectus. 5.3 The Company shall bear the expenses of printing and distributing the Trust's prospectus to owners of Contracts issued by the Company and of distributing the Trust's proxy materials and reports to such Contract owners. ARTICLE VI. DIVERSIFICATION 6.1 The Adviser will at all times invest the Trust's money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Trust will at all times comply with Section 817(h) of the Code and Treasury Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. The Adviser shall be jointly and severally liable, with the Trust and Underwriter, for any losses, claims, litigation, damages or expenses resulting to the Company due to the failure to satisfy the diversification requirements described in this Section 6.1. ARTICLE VII. POTENTIAL CONFLICTS 7.1 The Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Trust. An irreconcilable material conflict may arise for a variety of reasons, including (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities law or regulations, or a public Page 13 ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company shall to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Fund of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. Page 14 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the Trust. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict. The Company shall not be required by Section 7.3 to establish a new Trusting medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely Page 15 affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared Trusting (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. INDEMNIFICATION 8.1. INDEMNIFICATION BY THE COMPANY 8.1(a). The Company agrees to indemnify and hold harmless the Trust and each of the trustees of the Board and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including legal and other expenses), to which the Indemnified Parties may Page 16 become subject under any statute, regulation, at common law or otherwise, insofar as such losses, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Trust for use in the Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement prospectus or sales literature of the Trust not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or Page 17 omission was made in reliance upon information furnished to the Trust by or on behalf of the Company, or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement, in which case the Underwriter, together with the Trust and Adviser, shall be jointly and severally liable to the Company, or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. 8.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's disregard of obligations or duties under this Agreement or to the Trust whichever is applicable. 8.1(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Page 18 Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust. 8.2 INDEMNIFICATION BY THE UNDERWRITER 8.2(a) The Underwriter agrees to indemnify and bold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claim, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission Page 19 or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or (iv) arise as a result of any failure, whether intentional or unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. Page 20 8.2(b) The Underwriter shall not be liable under the indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. 8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party the bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d) The Company agrees to promptly notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account. Page 21 8.3 INDEMNIFICATION BY THE TRUST 8.3(a). The Trust agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all loans, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust and: (i) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust in which case the Trust, together with the Underwriter and the Adviser shall be jointly and severally liable to the Company; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). The Trust shall not be liable under the indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust the Underwriter or each Account, whichever is applicable. Page 22 8.3(c). The Trust shall not be liable under this indemnification provision with respect to any claim made against any Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust's election to assume the defense thereof the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d). The Company and the Underwriter agree promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Trust. ARTICLE IX. APPLICABLE LAW 9.1 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Minnesota. 9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant Page 23 (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. TERMINATION 10.1. This Agreement shall terminate: (a) at the option of any party upon one year advance written notice to the other parties; provided, however, such notice shall not be given earlier than one year following the date of this Agreement; or (b) at the option of the Company to the extent that shares of the Funds are not reasonably available to meet the requirements of the Contracts as determined by the Company, provided, however, that such termination shall apply only to the Fund(s) not reasonably available. Prompt notice of the election to terminate for such cause shall be furnished by the Company; or (c) at the option of the Trust in the event that formal administrative proceedings are instituted against the Company by the National Association of Securities Dealers, Inc. ("NASD"), the Securities and Exchange Commission, the Insurance Commissioner or any other regulatory body regarding the Company's duties under this Agreement or related to the sales of the Contracts, with respect to the operation of any Account, or the purchase of the Trust shares, provided, however, that the Trust determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or (d) at the option of the Company in the event that formal administrative proceedings are instituted against the Trust or Underwriter by the NASD, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body, provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative Page 24 proceedings will have a material adverse effect upon the ability of the Trust or Underwriter to perform its obligations under this Agreement; or (e) with respect to any Account, upon requisite vote of the Contract owners having an interest in such Account (or any subaccount) to substitute the shares of another investment company for the corresponding Fund shares of the Trust in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Company will give 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; or (f) at the option of the Company, in the event any of the Trust's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (g) at the option of the Company, if the Trust ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify; or (h) at the option of the Company, if the Trust fails to meet the diversification requirements specified in Article VI hereof; or (i) at the option of either the Trust or the Underwriter, if (1) the Trust or the Underwriter, respectively, shall determine, in their sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of either the Trust or the Underwriter, (2) the Trust or the Underwriter shall notify the Company in writing of such determination and its intent to terminate this Agreement and (3) after Page 25 considering the actions taken by the Company and any other changes in circumstances since the giving of such notice, such determination of the Trust or the Underwriter shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or j) at the option of the Company, if (1) the Company shall determine, in its sole judgment reasonably exercised in good faith, that either the Trust or the Underwriter has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity will have a material adverse impact upon the business and operations of the Company, (2) the Company shall notify the Trust and the Underwriter in writing of such determination and its intent to terminate the Agreement and (3) after considering the actions taken by the Trust and/or the Underwriter and any other changes in circumstances since the giving of such notice, such determination shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or (k) at the option of either the Trust or the Underwriter, if the Company gives the Trust and the Underwriter the written notice specified in Section 1.6(b) hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however, any termination under this Section 10.1(k) shall be effective forty five (45) days after the notice specified in Section 1.6(b) was given. 10.2. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 10.1(a) may be exercised for any reason or for no reason. 10.3 NOTICE REQUIREMENT. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate, which notice shall set forth the basis for such termination. Furthermore, Page 26 (a) In the event that any termination is based upon the provisions of Article VII or the provision of Section 10.1(a), 10.1(i), 10.10) or 10.1(k) of this Agreement, such prior written notice shall be given in advance of the effective date of termination as required by such provisions; and (b) in the event that any termination is based upon the provisions of Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice shall be given at least ninety (90) days before the effective date of termination. 10.4 EFFECT OF TERMINATION. Notwithstanding any termination of this Agreement, the Trust and the Underwriter shall, at the option of the Company, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitations, the owners of the Existing Contracts shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.4 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.5 The Company shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to the Company's assets held in either Account) except (i) as necessary to implement Contract Owner initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Company will promptly furnish to the Trust and the Underwriter the opinion of counsel for the Company to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under Page 27 the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Fund that was otherwise available under the Contracts without first giving the Trust or the Underwriter 90 days notice of its intention to do so. ARTICLE XI. NOTICES Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Trust: One Post Office Square Boston, MA 02109 Attention: If to the Company: 20 Washington Avenue South Minneapolis, Minnesota 55440 Attention: James E. Nelson If to the Underwriter: One Post Office Square Boston, MA 02109 Attention: ARTICLE XII. MISCELLANEOUS 12.1 All persons dealing with the Trust, Underwriter or Company must look solely to the property of the Trust, Underwriter or Company for the enforcement of any claims against the Trust as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust, Underwriter or Company. 12.2 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement shall not disclose, disseminate or Page 28 utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. 12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable life insurance operations of the Company are being conducted in a manner consistent with the California Variable Life Insurance Regulations and any other applicable law or regulations. 12.7 The Trust and Underwriter agree that to the extent any advisory or other fees received by the Trust, the Underwriter or the Adviser are determined to be unlawful in legal or administrative proceedings under the 1973 NAIC model variable life insurance regulation in the states of California, Colorado, Maryland or Michigan, the Underwriter shall indemnify and reimburse the Company for any out of pocket expenses and actual damages the Company has incurred as a result of any such proceeding; provided, however, Page 29 that the provisions of Section 8.2(b) and 8.2(c) of this Agreement shall apply to such indemnification and reimbursement obligation. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Trust and/or the Underwriter under this Agreement. 12.8 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in which the parties hereto are entitled to under state and federal laws. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. Company: NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By its authorized officer, By: Richard R. Crowl Title: Vice President Date: 1-12-94 (SEAL) By: Michael S. Fischer Title: Second Vice President Date: 1-12-94 (SEAL) Trust: PUTNAM CAPITAL MANAGER TRUST By its authorized officer, By: Charles E. Porter Title: Executive Vice President Date: 1-13-94 (SEAL) Underwriter: PUTNAM MUTUAL FUNDS CORP. By its authorized officer, By: William A. Campagna Title: Senior Vice President Date: 1-14-94 (SEAL) Page 30 SCHEDULE A CONTRACTS 1. NWNL Select Variable Account (a) Flexible Premium Individual Deferred Retirement Annuity. Contract Form Number: 84-420 and State Exceptions. 2. Select*Life Variable Account (a) Flexible Premium Variable Life Insurance Policy. Contract Form Number: 84-662 and State Exceptions. (b) Flexible Premium Variable Life Insurance Policy. Contract Form Number: 84-795 and State Exceptions. SCHEDULE B PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of provides relating to the Trust by the Underwriter, the Trust and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Trust for the shareholder meeting (the "Record Date") to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units/shares which are attributed to each contractowner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. Note: The number of voting instruction cards is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to NSR, as soon as possible, but no later than two weeks after the Record Date. 3. The Trust's Annual Report must be sent to each Customer by the Company either before or together with the Customers' receipt of proxy statement. Underwriter will provide at least one copy of the last Annual Report to the Company. -1- 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Trust. The Company, at its expense, shall produce and personalize the Voting Instruction Cards with the name, address and number of units/shares for each customer. (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 5. Company will at its expense, print account information on the Cards. 6. Allow approximately 24 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Trust or account number d. coding to state number of shares/units (depends upon tabulation process used by the computer system, i.e., whether or not system knows number of shares held just by "reading" the account number) e. individual Card number for use in tracking and verification of votes (already Cards as printed by the Trust) Note: When the Cards are printed by the Trust each Card is numbered individually to guard against potential Card/ vote duplication. 7. During this time, the Legal Department of the Underwriter or its affiliate ("NSR Legal") will develop, produce, and the Trust will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Company). Contents of envelope sent to Customers by Company will include: -2- a. Voting Instruction Card b. proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent. d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Trust.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by NSR Legal. 8. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approve sent to NSR Legal. 9. Package mailed by the Company. * The Trust MUST allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended, but not necessary, to receive a proper response percentage.) Solicitation time is calculated as days from (but NOT including) the meeting, counting backwards. ** If the Customers were actually the shareholders, at least 50% of the outstanding shares must be represented and 66 2/3% of that 50% must have voted affirmatively on the proposals to have an effective vote. HOWEVER, since the Company is the shareholder, the Customers' votes will (except in certain limited circumstances) be used to dictate how the Company will vote. 10. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival into vote categories of all yes, no, or mixed replies, and to begin data entry. -3- * Postmarks are not generally needed. A need for postmark information could be due to an insurance company's internal procedure and has not been required by NSR in the past. 11. Signatures on Card checked against legal name on account registration which was printed on the Card. * This verifies whether an individual has signed correctly for self with the same name as is on the account registration. For example: If the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 12. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that have checked out" (e.g., mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 13. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. -4- 14. The actual tabulation of votes is done in units and in shares. (It is very important the that Trust receives the tabulations stated in terms of a percentage and the number of SHARES.) 15. Final tabulation in shares is verbally given by the Company to the Legal Department on the morning of the meeting by 10:00 a.m. Connecticut time. 16. Vote is verified by the Company and is sent to NSR Legal. 17. Company then votes its proxy in accordance with the votes received from Customers the morning of the meeting (except in limited circumstances as may be otherwise required by law). A letter documenting the company's vote is supplied by NSR Legal and is sent to officer of the Company for his signature. This letter is normally sent after the meeting has taken place. 18. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, NSR will be permitted reasonable access to such Cards. 19. All approvals and "signing-off" may be done orally, but must always be followed up in writing. 20. During tabulation procedures, the Trust and the Company determine if a resolicitation is required and what form that resolicitation should take, whether it should be by a mailing, or by recorded telephone line. A resolicitation is considered when the vote response is slow and it appears that not enough votes would be received by the meeting date. The meeting could be adjourned to leave enough time for the resolicitation. - 5 - A determination is made by the Company and the Trust to find the most cost effective candidates for iresolicitation. These are Customers who have not yet voted, but whose balances are large enough to bring in the required vote with minimal costs. a. By mail: NSR Legal amends the voting instruction cards, if necessary, and writes a resolicitation letter. The Trust supplies these to the Company. The Company generates a mailing list, etc., as per step 2 onward. b. By phone: Rarely used. This must be done on a recorded line. NSR Legal and the Trust will supply the necessary procedures and script if a phone resolicitation were to be required. -6- Amendment No. 1 Amendment to the Participation Agreement among Northwestern National Life Insurance Company (the "Company"), Putnam Capital Manager Trust (the "Fund") and Putnam Mutual Funds Corp. (the "Underwriter") dated January 14, 1991(the "Agreement"). WHEREAS each of the parties desire to amend the Agreement to permit the Company to offer the Fund through the Company's Select*Life I flexible premium variable life insurance policies and Select*Annuity II individual deferred variable annuity contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule A of the Agreement by inserting the following in its entirety: 1.(b) Flexible Premium Individual Deferred Retirement Annuity Contract Form No, 81-870 and the state exceptions. 2.(c) Flexible Premium Variable Life Policy Contract Form No. 83-300 and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of March 15, 1994. NORTHWESTERN NATIONAL PUTNAM CAPITAL MANAGER TRUST LIFE INSURANCE COMPANY By: /S/ RICHARD R. CROWL By: /S/ CHARLES E. PORTER Richard R. Crowl Charles E. Porter Title: Vice President and Title: Executive Vice President Assistant General Counsel PUTNAM MUTUAL FUNDS CORP. By: /S/ MICHAEL S. FISCHER By: /S/ WILLIAM A. CAMPAGNA Michael S. Fischer William A. Campagna Title: Second Vice President and Title: Senior Vice President and Assitant General Counsel Director of Insurance Products SCHEDULE A CONTRACTS 1. NWNL Select Variable Account (a) Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 84-420 and state exceptions. (b) Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and state exceptions. 2. Select*Life Variable Account (a) Flexible Premium Variable Life Insurance Policy Contract Form Number: 84-662 and state exceptions. (b) Flexible Premium Variable Life Insurance Policy Contract Form Number: 84-795 and state exceptions. (c) Flexible Premium Variable Life Insurance Policy Contract Form Number: 83-300 and state exceptions. Amendment No. 2 Amendment to the Participation Agreement among ReliaStar Life Insurance Company (formerly Northwestern National Life Insurance Company) (the "Company"), Putnam Capital Manager Trust (the "Fund") and Putnam Mutual Funds Corp. (the "Underwriter") dated January 14, 1991 (the "Agreement"). WHEREAS each of the parties desire to amend the Agreement to permit the Company to offer the Fund through the Company's Select*Life I flexible premium variable life insurance policies and Select*Annuity II individual deferred variable annuity contracts which have separate accounts using the Fund as the investment vehicle for said separate accounts. The Company, Underwriter and Fund hereby agree to amend Schedule A of the Agreement by inserting the following in its entirety: 2.(d) Survivorship Flexible Premium Variable Life Insurance Policy 85-230, and the state exceptions. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of November 15, 1996. ReliaStar Life Insurance Company By: ______________________________________ Michael S. Fischer Title: Vice President and Assistant General Counsel By: ______________________________________ John A. Johnson Title: Vice President and Actuary Individual Insurance Putnam Capital Manager Trust By: ______________________________________ Name: ____________________________________ Title: ___________________________________ Putnam Mutual Funds Corp. By: ______________________________________ Name: ____________________________________ Title: ___________________________________ SCHEDULE A CONTRACTS 1. NWNL Select Variable Account (a) Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 84-420 and state exceptions. (b) Flexible Premium Individual Deferred Retirement Annuity Contract Form Number: 81-870 and state exceptions. 2. Select*Life Variable Account (a) Flexible Premium Variable Life Insurance Policy Contract Form Number: 84-662 and state exceptions. (b) Flexible Premium Variable Life Insurance Policy Contract Form Number: 84-795 and state exceptions. (c) Flexible Premium Variable Life Insurance Policy Contract Form Number: 83-300 and state exceptions. (d) Survivorship Flexible Premium Variable Life Insurance Policy Contract Form Number: 85-230 and state exceptions. EX-99.A9 10 APPLICATION FORM RELIASTAR LIFE INSURANCE APPLICATION INSTRUCTIONS TO AGENTS Temporary Insurance Agreement and Receipt 1. Give to the applicant ONLY IF at least 10% of the initial annual premium (one monthly premium if a preauthorized method of collection is used) is taken with the application, or if a government allotment, account deduction, or other premium payment authorization form is completed with the application. 2. Except as provided in the Receipt, you do not have authority to bind coverage. 3. You do not have authority to vary the terms of the Receipt. The check or money order is to be made payable to ReliaStar Life Insurance Company (ReliaStar Life). Settlement may not be accepted, nor may the Receipt be given, if: 1. The amount of this application (including ADB) plus all previously issued or applied for coverage with ReliaStar Life exceeds $1,000,000; 2. The amount of this application (including ADS) exceeds $500,000; or 3. Either question 3, 4, or 5 of Section J is answered yes. You must detach the notices regarding consumer reports, MIS, and information practices and give them to the applicant. RELIASTAR RELIASTAR LIFE INSURANCE COMPANY P.O. Box 20, Minneapolis, Minnesota 55440 45875 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY This application consists of sections A, B, C, F, G, H, J, 0, and P in all cases and sections D, E, I, K, L, M, N, and the medical exam when required by the underwriting rules of the Company.
1. Title [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Other [ ] 2. First Name MI Last Name -------------------- --- ----------------------------------- 3. Sex [ ] Male 4. Date of Birth 5. Social Security Number 6. Birth State Country [ ] Female / / - - [ ] [ ] 7. Home Phone Number 8. Business Phone Number 9. Fax Number ( ) ( ) ( ) 10. Driver's License Number State ------------------------------------------------------- ----------------- 11. Residence Street Address City State Zip Code ------------------------------------------------------ ------------------- ---- ------------ 12. Address for Premium Notice if other than Residence City State Zip Code ------------------------------------------------------ ------------------- ---- ------------ 13. How long has the applicant lived at the present location? (if less than three years, list former addresses.) ------------------------------------------------------------------------------------------------------------ 14. Electronic Mail Address 15. Occupation 16. [ ] Self-Employed [ ] Retired [ ] Other ------------------------------ --------------- 17. Annual Income 18. Employer (Name and Address) $ ------------- ------------------------------------------------------------------------------------ 19. Marital Status [ ] Single [ ] Married 20. Height (ft., in.) 21. Weight (lbs.) 22. Weight change in last year [ ] gain ------ (lbs.) ---------------- ------------ [ ] loss [ ] none 23. Do you have a personal physician or clinic? [ ] yes [ ] no 24. Name, Address and Telephone Number of Personal Physician/Clinic ------------------------------------------------------------------------------------------------------------- 25. Date Last Consulted 26. Reason for and Results of Consultation / / ------------------------------------------------------------------------------- 27. Have you smoked cigarettes: 28. Have you used tobacco in any other form a. In the last 730 days (2 years)? [ ] yes [ ] no including any gum or patch containing b. In the last 1095 days (3 years)? [ ] yes [ ] no nicotine: a. In the last 730 days (2 years)? [] yes [] no b. In the last 1095 days (3 years)? [] yes [] no
45675 Page 1 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION A. PROPOSED PRIMARY INSURED INFORMATION (CONTINUED) 29. Has any parent or sibling ever had heart disease, high blood pressure, diabetes, cancer, or tumor? [ ] yes [ ] no 30. Family Record
Living/Health Age Deceased/Cause of Death Age Father ------------------------ ------- -------------------------------- -------- Mother ------------------------ ------- -------------------------------- -------- Sibling(s) ------------------------ ------- -------------------------------- -------- 31. Life Insurance In Force (if none, check none.) [ ] None Company Personal Life Benefit Business Life Benefit Accidental Death Benefit Date Issued -------------- $-------------------- $--------------------- $ ----------------------- ----------- -------------- $-------------------- $--------------------- $ ----------------------- ----------- -------------- $-------------------- $--------------------- $ ----------------------- ----------- SECTION B. OWNER INFORMATION COMPLETE IF THE OWNER IS OTHER THAN THE PROPOSED PRIMARY INSURED IF THE PROPOSED PRIMARY INSURED IS A MINOR, ALWAYS SPECIFY THE OWNER. 1. First Name or Name of Trust MI Last Name -------------------------------------------- ---- ------------------------------------------------ 2. Date of Birth 3. Sex [ ] Male 4. Social Security Number or Tax ID Number / / [ ] Female / / --------------------------- 5. Residence Street Address City State Zip Code --------------------------------------------- ------------------------- --------- --------------- 6. Relationship to Proposed Primary Insured [ ] Spouse [ ] Child [ ] Parent [ ] Other (specify) --------- SECTION C. CONTINGENCY OWNER INFORMATION 1. First Name or Name of Trust ------------------------------------------------------------------------------------------------------ 2. Date of Birth 3. Sex [ ] Male 4. Social Security Number or Tax ID Number [ ] Female ----------------- ----------------------- --------------------------- 5. Residence Street Address City State Zip Code --------------------------------------------- ------------------------- --------- --------------- 6. Relationship to Proposed Primary Insured [ ] Spouse [ ] Child [ ] Parent [ ] Other (specify) --------
45675 Page 2 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION D. PROPOSED ADDITIONAL INSURED OR JOINT INSURED INFORMATION 1. Title [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Other [ ] 2. First Name MI Last Name ----------------------------- ------ -----------------------------------
3. Sex 4. Date of Birth 5. Social Security Number 6. Birth State Country [ ] Male [ ] Female ---------------- ---------------------- ------------- -------------- 7. Home Phone Number 8. Business Phone Number 9. Fax Number ----------------------------- ---------------------------- ---------------------------------- 10. Driver's License Number State ------------------------------------------------------- ----------------------------------------- 11. Residence Street Address City State Zip Code --------------------------------------------------------- -------------------- ------- ----------- 12. Occupation 13. [] Self-Employed [] Retired [] Other ------------------------------ 14. Annual Income ------------------------------ 15. Employer (Name and Address) ---------------------------------------------------------------------------------------------------------- 16. Height (ft., in.) 17. Weight (lbs.) 18. Weight change in last year 19. Do you have a personal [] yes [ ] gain (lbs.) physician or clinic [] no ------------------ ---------------- [ ] loss [ ] none 20. Name, Address and Telephone Number of Personal Physician/Clinic ------------------------------------------------------------------------------------------------------------- 21. Date Last Consulted 22. Reason for and Results of Consultation / / ------------------------------------------------------------------------------- 23. Have you smoked cigarettes: 24. Have you used tobacco in any other form a. In the last 730 days (2 years)? [] yes [] no including any gum or patch containing nicotine: b. In the last 1095 days (3 years)? [] yes [] no a. In the last 730 days (2 years)? [] yes [] no b. In the last 1095 days (3 years)? [] yes [] no 25. Family Record Living/Health Age Deceased/Cause of Death Age Father ------------------------ ------- ------------------------------- ---------- Mother ------------------------ ------- ------------------------------- ---------- Sibling(s) ------------------------ ------- ------------------------------- ---------- 26. Life Insurance In Force (if none, check none.) [ ] None Company Personal Life Benefit Business Life Benefit Accidental Death Benefit Date Issued $ $ $ --------------------- ---------------------- --------------------------- -------------
45675 Page 3 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION E. PROPOSED CHILDREN'S INSURANCE RIDER INFORMATION
1. FIRST CHILD: First Name MI Last Name ------------------------------------------- ----- ------------------------------------------------------ 2. Sex 3. Date of Birth 4. Social Security Number 5. Height (ft., in.) 6. Weight (lbs.) [] Male [] Female / / - - ---------------- ---------------------- ----------------- -------------- 7. Do you have a personal physician or clinic?------------------------------------------------- [ ] yes [ ] no ------------------------------------------------------------------------------------------------------------ 8. Name, Address and Telephone Number of Personal Physician/Clinic ------------------------------------------------------------------------------------------------------------ 9. Date Last Consulted ------------------------------------------------------------------------------------------------------------ 10. Reason for and Results of Consultation ------------------------------------------------------------------------------------------------------------- 11. Amount of Life Insurance In Force (If none, check none.) [ ] None Company ------------------------------------------------------ --------------------------------------- 1. SECOND CHILD: First Name MI Last Name ---------------------------------------------- --------- -------------------------------------------------- 2. Sex 3. Date of Birth 4. Social Security Number 5. Height (ft., in.) 6. Weight (lbs.) [] Male [] Female / / - - ----------------- ---------------- 7. Do you have a personal physician or clinic?---------------------------------------------- [ ] yes [ ] no 8. Name, Address and Telephone Number of Personal Physician/Clinic ------------------------------------------------------------------------------------------------------------ 9. Date Last Consulted 10. Reason for and Results of Consultation -------------------------- -------------------------------------------------------------------------- 11. Amount of Life Insurance in force (If none, check none.) [ ] None Company $ ----------------------------------------------------------------------------------------------------------- 1. THIRD CHILD: First Name MI Last Name ------------------------------------------ ----------- ------------------------------------------------ 2. Sex 3. Date of Birth 4. Social Security Number 5. Height (ft., in.) 6. Weight (lbs.) [] Male [] Female / / - - ----------------- -------------- 7. Do you have a personal physician or clinic? --------------------------------------------- [ ] yes [ ] no 8. Name, Address and Telephone Number of Personal Physician/Clinic ----------------------------------------------------------------------------------------------------------- 9. Date Last Consulted 10. Reason for and Results of Consultation --------------------------- ------------------------------------------------------------------------- 11. Amount of Life Insurance In Force (If none, check none.) [ ] None Company $ -------------------------------------------------------- ------------------------------------
45675 Page 4 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION F. BASE POLICY INFORMATION MUST ATTACH A COPY OF THE ILLUSTRATION SIGNED BY THE APPLICATION. 1. Base Face Amount (Not Including Term Riders) 2. Product Name $ ---------------------------------------------- ---------------------- 3. Product Type [ ] Fixed [ ] Variable.- (Owner must receive a current prospectus, and section K must be completed if applying for a variable universal life Insurance policy.) 4. Death Benefit Option: [ ] Level [ ] Increasing [ ] Variable 5. Rate class quoted: [ ] Preferred No-Tobacco [ ] No-Tobacco [ ] Preferred [ ] Tobacco [ ] Preferred Nonsmoker [ ] Nonsmoker [ ] Standard [ ] Other SECTION G. RIDER INFORMATION CHECK APPROPRIATE BOX AND/OR ENTER AMOUNTS.
1. Variable Universal Life Riders: 2. Universal Life Rider: [ ] Accelerated Benefit Rider [ ] Accelerated Benefit Rider [ ] Waiver of Monthly Deduction Rider [ ] Waiver of Specified Premium Rider [ ] Waiver of Specified Premium Rider (Specify Monthly Premium) .......$ (Specify Monthly Premium) .......... $ [ ] Additional Insured Rider [ ] Term Insurance Rider (on Primary Insured) ............$ (to 95 on Base Insured/EPR) ....... $ [ ] Additional Insured Rider [ ] Term Insurance Rider (10-year (on Additional Insured) .........$ term rider on Base Insured) ...... . $ [ ] Accidental Death Benefit Rider ..$ [ ] Additional Insured Rider (on Additional Insured) ......... . $ [ ] Children's Insurance Rider ..... $ [ ] Accidental Death Benefit Rider ..... $ [ ] Other .. $ [ ] Children's Insurance Rider ......... $ [ ] Other .. $ [ ] Future Purchase Option Rider ....... $ [ ] Other .. $ [ ] Other .. $ [ ] Other .. $ [ ] Other .. $
45675 Page 5 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION G. RIDER INFORMATION (CONTINUED)
3. Participating Policy Riders: 4. Term Policy Riders: [ ] Accelerated Benefit Rider [ ] Accelerated Benefit Rider [ ] Waiver of Premium Rider [ ] Waiver of Premium Rider [ ] Paid Up Additions Rider (PUAR) [ ] Extension of Rate Guarantee Rider [ ] Lump Sum Premium $ [ ] Accidental Death Benefit Rider ... $ [ ] Level Premium $ [ ] Children's Insurance Rider........ $ [ ] Term/Paid Up Additions Rider $ [ ] Children's Insurance Rider....... .$ [ ] Additional Insured Term Rider (on Primary Insured) $ [ ] Other $ Indicate Length of Term: [ ] 5 years [ ] 10 years [ ] Other [ ] 15 years [ ] 20 years [ ] Other $
[ ] Additional Insured Term Rider (on Additional Insured) Indicate Length of Term: [ ] 5 years [ ] 10 years [ ] Other [ ] 15 years [ ] 20 years [ ] Accidental Death Benefit Rider $ --------------------------------- [ ] Children's Insurance Rider $ --------------------------------- [ ] Future Purchase Option Rider $ ---------------------------------- DIVIDEND OPTION Dividends shall purchase paid-up additions (Option 2) unless another option is selected. [ ] (Option 1) Applied to premium [ ] (Option 3) Cash [ ] (Option 4) Left on deposit [ ] (Option 12) Applied toward premium payment [ ] Other -------------------------------------
Is automatic premium loan wanted if available? ........................................... [ ] yes [ ] no If yes, select one of the following:................ [ ] Limited [ ]Unlimited [ ] Apply Dividends First
45675 Page 6 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION H. BENEFICIARY INFORMATION OF PROPOSED PRIMARY AND JOINT INSURED UNLESS OTHERWISE STATED, THE BENEFICIARY DESIGNATION IS REVOCABLE AND BENEFICIARIES OF LIKE CLASS SHALL SHARE EQUALLY WITH RIGHT OF SURVIVORSHIP. 1. PRIMARY BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS A. .........................................., spouse of the Proposed Insured; Address ..................................................................; Social Security Number ................; Date of birth ...........; if living, otherwise the then surviving children, if any, born of or adopted during insured's marriage with said spouse in equal shares. B. ..................., spouse of the Proposed Insured; Address ............. Social Security Number ................; Date of birth: ..............; if living, otherwise to ............ Relationship ........................; Date of birth ....................... C.
Name ...................... ; Social Security Number .....................; Date of birth ...............; Address...............................; City .........................; State ......; Zip ............... Name ...................... ; Social Security Number .....................; Date of birth ...............; Address...............................; City .........................; State ......; Zip ............... Name ...................... ; Social Security Number .....................; Date of birth ...............; Address...............................; City .........................; State ......; Zip ...............
Children of Proposed Insured in equal shares, or the survivor. Any payment to a minor child shall be made to the legally appointed guardian of his or her estate, unless otherwise permitted by law.
D. Trustee of the ...........................................trust agreement dated ............................... (Name of trust agreement) (must include date of trust) or its successor or successors in trust. E. ...................................................Corporation. Incorporated in state of......................... (Name of Corporation) (must have state of Inc.) F. Other: .................................................................................................................. 2. CONTINGENT BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS Name .....................................................; Address .............................................; Social Security Number ..................................; Date of birth ..................... Relationship ....................................
45675 Page 7 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION I. BENEFICIARY INFORMATION OF PROPOSED ADDITIONAL INSURED UNLESS OTHERWISE STATED, THE BENEFICIARY DESIGNATION IS REVOCABLE AND BENEFICIARIES OF LIKE CLASS SHALL SHARE EQUALLY WITH RIGHT OF SURVIVORSHIP. 1. Primary Beneficiary of Proposed Primary and Joint Insureds
A. ...................................................................., spouse of the Proposed Insured; Address .............................................................................................; Social Security Number .....................; Date of birth.................; if living, otherwise the then surviving children, if any, born of or adopted during insured's marriage with said spouse in equal shares. B. ........................, spouse of the Proposed Insured; Address .................................... Social Security Number .................... ; Date of birth:................; if living, otherwise to ............................. Relationship.........................; Date of birth .................. C. Name ...................... ; Social Security Number .....................; Date of birth ...............; Address...............................; City .........................; State ......; Zip ............... Name ...................... ; Social Security Number .....................; Date of birth ...............; Address...............................; City .........................; State ......; Zip ............... Name ...................... ; Social Security Number .....................; Date of birth ...............; Address...............................; City .........................; State ......; Zip ............... Children of Proposed Insured in equal shares, or the survivor. Any payment to a minor child shall be made to the legally appointed guardian of his or her estate, unless otherwise permitted by law. D. Trustee of the ............................................trust agreement dated ............................... (Name of trust agreement) (must include date of trust) or its successor or successors in trust. E. ...................................................Corporation. Incorporated in state of......................... (Name of Corporation) (must have state of Inc.) F. Other: .................................................................................................................. 2. CONTINGENT BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS Name .....................................................; Address .............................................; Social Security Number ..................................; Date of birth ..................... Relationship ....................................
45675 Page 8 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION J. GENERAL INFORMATION COMPLETE THE FOLLOWING ON AFT PROPOSED INSURED INCLUDING CHILDREN TO BE COVERED UNDER THE CHILDREN'S INSURANCE RIDER. 1. a. Does any Proposed Insured have any other application pending for life Insurance? [ ] yes [ ] no b. If yes, will applications now pending for life insurance be accepted and placed in force? [ ] yes [ ] no c. List company(ies) and amount(s) applied for. Proposed Insured's Name Company Amount Applied For ---------------------------- -------------------- $ ---------------- ---------------------------- -------------------- $ ----------------
2. Does any Proposed Insured have any existing life or annuity coverage to be replaced, lapsed, surrendered, or borrowed against? (If yet, please list company, policy number, and amount.) ......................................[ ] yes [ ] no Proposed Insured's Name Company Policy Number Amount ----------------------- --------------- -------------- $ ----------- ----------------------- --------------- -------------- $ ----------- 3. Has any Proposed Insured in the last 12 months had any known or suspected heart attack, stroke, or cancer, other than of the skin (except melanoma), or been treated by any physician or other practitioner for any of these conditions? [ ] yes [ ] no 4. Has any Proposed Insured in the last 60 days been advised by any physician or other practitioner to have any diagnostic test or surgery not yet performed? [ ] yes [ ] no 5. Has any Proposed Insured in the last 10 years: a. Had or been told that they had Acquired Immune Deficiency Syndrome (AIDS) or HIV infection? [ ] yes [ ] no b. Received advice or treatment in connection with all of the categories" mentioned in 'a' above? [ ] yes [ ] no c. Tested positive for the antibodies to the AIDS virus? [ ] yes [ ] no 6. Has any Proposed Insured in the last five years had any motor vehicle accidents, alcohol or drug related convictions while operating a motor vehicle, or other moving violations? [ ] yes [ ] no 7. Details for yes answers to questions 3-8. 8. Has any Proposed Insured in the last five years made or does any Proposed Insured anticipate making flights in an aircraft other than as a passenger on a scheduled airline? [ ] yes [ ] no (if yes, complete the Aviation Questionnaire (Section M.1.), which will become part of this application.) 9. Is any Proposed Insured in the reserves, National Guard, on active duty in the military, or enrolled in a college military program? [ ] yes [ ] no (If yes, complete the Military Questionnaire (Section M.5.), which will become part of this application.) 10. Has any Proposed Insured in the last three years engaged in or does any Proposed Insured plan to engage in any of the following activities? (If yes, give details in the Avocation and Sports Questionnaire (Sections M.2., M.3, and M.4.), which will become part of this application.) a. Scuba diving [ ] yes [ ] no e. Rodeo [ ] yes [ ] no b. Sky diving or parachuting [ ] yes [ ] no f. Motorized vehicle racing [ ] yes [ ] no c. Hang-gliding [ ] yes [ ] no g. Flying ultra-lights [ ] yes [ ] no d. Mountain climbing [ ] yes [ ] no
46675 Page 9 11/08 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION K. SUITABILITY THIS SECTION MUST BE COMPLETED ONLY IF APPLYING FOR A VARIABLE UNIVERSAL LIFE INSURANCE POLICY. IMPORTANT NOTICE: The Death Benefit and the Cash Surrender Value under the Variable Account may increase or decrease with the investment performance of the mutual funds. Regardless of the investment performance, the Death Benefit will never be less than the Face Amount as long as there are no unpaid monthly deductions or policy loans. There is no guaranteed cash surrender value for amounts in the Variable Account. Upon request, we will furnish you with a comparison of benefits of the policy applied for and a fixed life insurance policy. 1. Did the Owner receive a Prospectus describing the policy, investment divisions, and important features? [] yes [] no 2. If yes, which Prospectus was delivered? a. [ ] N700.176 Date of Prospectus (month/year) / b. [ ] N700.181 Date of Prospectus (month/year) / c. [ ] Other Date of Prospectus (month/year) / 3. Does the Owner understand that if premiums are allocated to the Variable Account the Death Benefit may, under certain conditions, increase or decrease depending on the investment performance of the Variable Account? [ ] yes [ ] no 4. Does the Owner understand the Cash Surrender Value will increase or decrease reflecting the investment performance of the Variable Account? [ ] yes [ ] no 5. Does the Owner think that this policy will meet his or her insurance needs and financial objectives? [ ] yes [ ] no 6. Annual Income: Earned $ ---------------------- Other $ -------------------
7. Face Amount of Life Insurance In Force (Listed on Section A) Savings Current Value of Securities Equity in Home $ $ $ $ --------------------------------------------------------- ------- --------------------------- --------------- 8. Assets Debts No. of Dependents Ages of Dependents $ $ $ $ ------------------ ----------- ----------------------- ---------------------------------- 9. ALLOCATION OF PREMIUM PAYMENTS: ALLOCATION MUST BE IN WHOLE PERCENTAGE POINTS TOTALING 100%. a. % Fixed Account FIDELITY'S VARIABLE INSURANCE OTHER INVESTMENT COMPANIES/FUNDS PRODUCTS FUNDS I AND II SPECIFY BOTH THE INVESTMENT COMPANY AND FUND NAMES.
PUTNAM CAPITAL TRUST (PCM) j. % Money Market Portfolio (FMM) b. % PCM Asia Pacific k. % High Income Growth Fund (PAP) Portfolio (FHI) c. % PCM Diversified l. % Growth s. % Income Fund (PDI) Portfolio (FGP) d. % PCM Growth and m. % Equity-Income Income Fund (PGI) Portfolio (FEI) e. % PCM New Opportunities n. % Overseas [ ] Fund (PNO) Portfolio (FOS) t. % f. % PCM Utilities Growth o. % Index 500 and Income Fund (PUT) Portfolio (FIN) g. % PCM Voyager p. % Asset Manager Fund (PVY) Portfolio (FAM) q. % Contrafund u. % NORTHSTAR VARIABLE TRUST Portfolio (FCF) h. % Northstar Income and r. % Investment Grade Growth Fund (NIG) Bond Portfolio (FIG) i. % Northstar Multi Sector v. % Bond Fund (NMS) Allocation affects all future payments until changed by you. If no allocations are indicated above, then the total Net Premium is credited to the Money Market Portfolio, pending allocation by the Owner. 45675 Page 10 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION L. DECLARATIONS OF THE PROPOSED INSUREDS COMPLETE THE FOLLOWING ON AFT PROPOSED INSUREDS, INCLUDING CHILDREN TO BE COVERED UNDER THE CHILDREN'S INSURANCE RIDER (GIVE DETAILS UNDER L.12 FOR ANY QUESTIONS ANSWERED YES.)
1. Has any Proposed Insured ever had any disease or injury of the following PROPOSED OTHER PROPOSED organs or any sickness listed below? PRIMARY INSUREDS (ADDITIONAL, INSURED JOINT, OR CHILDREN) a. Paralysis, epilepsy, convulsions, fainting, brain, or nervous system? [ ] yes [ ] no [ ] yes [ ] no b. Nervous or mental disorder? [ ] yes [ ] no [ ] yes [ ] no c. High blood pressure, stroke, or circulatory problems? [ ] yes [ ] no [ ] yes [ ] no d. Chest pain or heart disease? [ ] yes [ ] no [ ] yes [ ] no e. Irregular heart rate, palpitations, heart murmur, or rheumatic fever? [ ] yes [ ] no [ ] yes [ ] no f. Cancer or tumor? [ ] yes [ ] no [ ] yes [ ] no g. Shortness of breath, lungs, bronchitis, asthma, tuberculosis, or [ ] yes [ ] no [ ] yes [ ] no pneumonia? h. Large or small intestine, chronic diarrhea, rectum, or hernia? [ ] yes [ ] no [ ] yes [ ] no i. Kidney, bladder, or prostate? [ ] yes [ ] no [ ] yes [ ] no j. Liver, gallbladder, or jaundice? [ ] yes [ ] no [ ] yes [ ] no k. Thyroid? [ ] yes [ ] no [ ] yes [ ] no l. Blood, pus, or protein in urine? [ ] yes [ ] no [ ] yes [ ] no m. Diabetes or sugar in urine? [ ] yes [ ] no [ ] yes [ ] no n. Sexually transmitted disease? [ ] yes [ ] no [ ] yes [ ] no o. Acquired Immune Deficiency Syndrome (AIDS) or HIV infection? [ ] yes [ ] no [ ] yes [ ] no p. Anemia or other blood disorder? [ ] yes [ ] no [ ] yes [ ] no q. Arthritis, neuritis, bone, joint, or muscle disorder? [ ] yes [ ] no [ ] yes [ ] no r. Eyes or ears? [ ] yes [ ] no [ ] yes [ ] no s. Skin disorder? [ ] yes [ ] no [ ] yes [ ] no t. Stomach, ulcers, or indigestion? [ ] yes [ ] no [ ] yes [ ] no
45675 Page 11 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION L. DECLARATIONS OF THE PROPOSED INSUREDS (CONTINUED)
PROPOSED OTHER PROPOSED PRIMARY INSUREDS (ADDITIONAL, INSURED JOINT, OR CHILDREN) 2. Has any Proposed Insured experienced any symptoms for which they have not yet consulted a health care provider? [ ] yes [ ] no [ ] yes [ ] no 3. Is any Proposed Insured presently taking any medication, including any non-prescription medication? [ ] yes [ ] no [ ] yes [ ] no 4. Is any Proposed Insured presently under a doctor's care for any condition? [ ] yes [ ] no [ ] yes [ ] no 5. Has any Proposed Insured ever had any operations? [ ] yes [ ] no [ ] yes [ ] no 6. Has any Proposed Insured ever been advised to have any operations not yet performed? [ ] yes [ ] no [ ] yes [ ] no 7. Has any Proposed Insured had an electrocardiogram, x-ray, or other diagnostic test in the last five years? [ ] yes [ ] no [ ] yes [ ] no 8. Has any Proposed Insured ever sought help or treatment for an alcoholic habit? [ ] yes [ ] no [ ] yes [ ] no 9. Is any Proposed Insured currently using, or has any Proposed Insured ever received treatment or counseling for the use of, marijuana, cocaine, amphetamines, barbiturates, hallucinogenic agents, opium derivatives, or other drugs of abuse? [ ] yes [ ] no [ ] yes [ ] no 10. Has any Proposed Insured ever been confined for observation, care, or treatment in a hospital or other health care facility? [ ] yes [ ] no [ ] yes [ ] no 11. Has any Proposed Insured in the last five years consulted any physicians not already identified for any reason including routine physical examination? [ ] yes [ ] no [ ] yes [ ] no 12. Complete the following for yes answers to questions 1-11. Question Number Diagnosis, Date of Each Occurrence, Names & Addresses of Proposed Insured's Name or Letter Duration, Current Status Physicians & Medical Facilities ---------------------- ---------- ----------------------------------- --------------------------------- ---------------------- ---------- ----------------------------------- --------------------------------- ---------------------- ---------- ----------------------------------- --------------------------------- ---------------------- ---------- ----------------------------------- ---------------------------------
45675 Page 12 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION M. QUESTIONNAIRES COMPLETE 1, 2, 3, 4, AND 5 BELOW FOR ANY PROPOSED INSURED FOR ALL QUESTIONS ANSWERED YES IN QUESTIONS 8, 9, OR 10 OF SECTION J.
1. Aviation Questionnaire Complete if question 8 of Section J was answered yes. a. Name of Proposed Insured --------------------------------------------------------------------------------------------- b. Are you or do you intend to be a pilot or crew member of any military or civilian aircraft? [ ] yes [ ] no c. Type of License d. Date of Issue e. Type of Aircraft Flown / / ------------------ ------------------ ----------------------------------------- f. Total Number of Solo Hours g. Type of Flying (crop dusting, instruction, test, etc.) --------------------------- ------------------------------------------------------------------------ h. Type of Last 12 months 1-2 years ago Anticipated Lifetime Total aviation activity Date of last flight (hours flown) (hours flown) Next 12 months (hours flown) ------------------- -------------------- -------------- ------------- -------------- --------------- Pilot ------------------- -------------------- -------------- ------------- -------------- --------------- Crew Member ------------------- -------------------- -------------- ------------- -------------- --------------- Passenger ------------------- -------------------- -------------- ------------- -------------- --------------- Military (specify) ------------------- -------------------- -------------- ------------- -------------- --------------- Other (specify) ------------------- -------------------- -------------- ------------- -------------- --------------- i. If you do not qualify for full coverage at standard rates, do you desire: 1. Full coverage with extra premium if available?..................................... [ ] yes [ ] no 2. Restricted aviation coverage without extra premium if available?................... [ ] yes [ ] no
2. AVOCATION AND SPORTS QUESTIONNAIRE GIVE FULL DETAILS FOR EACH PROPOSED INSURED, INCLUDING FREQUENCY OF PARTICIPATION, AND FUTURE PLANS FOR ALL YES ANSWERS TO QUESTION 10 OF SECTION J. FOR EXAMPLE, FOR MOUNTAIN CLIMBING, SPECIFY ROCK OR TRAIL CLIMBING. a. Name of Proposed Insured ---------------------------------------------------------------------- b. Full Details ----------------------------------------------------------------------- 3. SCUBA DIVING a. Average Depth b. Maximum Depth -------------------- ---------------------- c. Number of Dives Last 12 Months 1-2 Years Ago Next 12 Months --------------------- -------------------- ---------------------- 45675 Page 13 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION M. QUESTIONNAIRES (CONTINUED)
4. MOTOR SPORTS a. Name of Proposed Insured ---------------------------------------------------------------------------------------------------- b. Type of Vehicle and Class ---------------------------------------------------------------------------------------------------- c. Maximum Speeds d. Horsepower e. Description of Event (drag race, motocross, hill climb, etc.) ---------------- ------------- ------------------------------------------------------------- g. Number of Races Last 12 Months 1-2 Years Ago Next 12 Months ---------------- ------------------------ --------------------- h. Total Miles Last 12 Months 1-2 Years Ago Next 12 Months ---------------- ------------------------ --------------------- 5. MILITARY QUESTIONNAIRE Complete if Question 9 of Section J was answered yes. a. Name of Proposed Insured ---------------------------------------------------------------------------------------------------- b. Are you a member of the armed forces?............................................. [ ] yes [ ] no c. What is your rank, pay grade, and branch of service? ----------------------------------------------------------------------------------------------------- d. Describe your duties ---------------------------------------------------------------------------------------------------- e. Have you been alerted for or assigned to overseas duty? (If yes, give details in "g" below.) [ ] yes [ ] no ----------------------------------------------------------------------------------------------------- f. Are you a member of a Reserve National Guard, or ROTC unit? (If yes, give details in "g" below.) [ ] yes [ ] no ----------------------------------------------------------------------------------------------------- g. Details ----------------------------------------------------------------------------------------------------
45675 Page 14 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION N. FINANCIAL INFORMATION COMPLETE IF THE AMOUNT OF INSURANCE APPLIED FOR IS AT LEAST $250,000, OR FOR ALL BUSINESS COVERAGE. 1. PERSONAL INSURANCE a. Name of Proposed Insured -----------------------------------------------------------------------
b. Purpose of Insurance: [] Income Replacement [] Estate Planning [] Debt Protection [] Retirement Planning [] Other (specify) c. Total Income of Proposed Insured d. Earned Income e. Unearned Income f. Assets g. Liabilities $ $ $ $ $ -------------------------------- --------------- ---------------- -------- ----------------- h. Give details to any financial problems such as: [] Bankruptcy [] Judgments [] Liens [] Other ------------------------------------------------------------------------------------------------------------- 2. BUSINESS INSURANCE a. Name of Business b. Date Established c. State of Incorporation / / ------------------------ ----------------------- -------------------------------------------- d. Type of Business (Include a description of the number of employees, nature of the business, i.e. products or services rendered.) ---------------------------------------------------------------------------------------------------------- e. Type of Organization: [] Sole Proprietorship [] Partnership [] Corporation f. Purpose of Insurance: [] Buy/Sell [] Stock Repurchase [] Retirement Planning [] Deferred Compensation [] Debt Protection: Amount of loan $---------------------- Line of credit amount $--------------------- [] Key Person (Explain if amount exceeds six times earned income.) -------------------------------------------------------------------------------------------------------------- g. Business Finances (Attach copies of most recent audited financial statements.) Net Worth $-------------------- Net Income $ --------------------- Gross Sales $ ----------------------- h. List all Partners, Officers, or Persons Owning 10% or more of this Business Percentage Active in Business Amount of Business Name Title of Ownership (yes or no) Coverage in Force ----------------------- ----------------- ----------------- -------------------- ------------------- ----------------------- ----------------- ----------------- -------------------- ------------------- ----------------------- ----------------- ----------------- -------------------- ------------------- i. Is other insurance being applied for concurrently on Proposed Insured or other officers? [ ] yes [ ] no If yes, complete the following: Insurance Company Name Amount Officer -------------------------------- $------------- -------------------------------------- -------------------------------- $------------- --------------------------------------
45675 Page 15 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION O. SPECIAL REQUESTS SECTION P. AGREEMENT AND SIGNATURE BY SIGNING THIS APPLICATION, ALL WHO SIGN BELOW AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS: 1. When no premiums are paid with this application, no benefits will be provided on the basis of this application until all of the following conditions are met: a. A policy is delivered to the Applicant/Proposed Owner; b. There has not been a change in the insurability of any Proposed Insured after the date this application is signed and before a policy is delivered to the Applicant/Proposed Owner; and c. The first premium is paid during the lifetime of all Proposed Insureds. 2. When premiums are paid, or government allotment, account deduction, or other premium payment authorization form is completed with this application, I acknowledge receipt of the Temporary Insurance Agreement and Receipt (Receipt). I have read, understand, and accept the terms of this Receipt. Premiums of $ (enter amount or "none") have been paid with this application. 3. The responses in Sections A, B, C, D, E, F, G, H, I, J, K, L, M, N, 0, and P of this application and in any amendments thereto are: a. Complete and true to the best of my knowledge or belief; and b. To be considered the basis for any insurance issued. 4. Knowledge of any Proposed Insured is knowledge of the Proposed Owner. 5. If I am applying for a variable universal life insurance policy, then I agree to arbitrate, under the rules and procedures of the National Association of Securities Dealers, Inc., any dispute, claim, demand, or controversy arising out of such policy including without limitation, the sale thereof, and involving one or more of the following persons: ReliaStar Life Insurance Company, its affiliated broker dealers, including Washington Square Securities, Inc., representatives thereof, and any unaffiliated broker dealer and representatives thereof. Any arbitration awarded or rendered against any party may be entered as judgment in any court of competent jurisdiction.
6. Signed at (City) State 7. Signature of Proposed Primary Insured if age 10 or older Date / / 8. Signature of Proposed Owner (if other than Proposed Primary Insured) Date / / 9. Signature of Proposed Additional or Joint Insured Date / / 10. Signature of Parent or Guardian other than Proposed Owner and Proposed Primary Insured is a Minor Date / / 11. Signature of Agent Date / / 12. Agent's Name (Please print) Agent's ID Number Agent's License Number ----------------------------- ---------------------------------- -----------------------------
45675 Page 16 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY P.O. Box 430 Minneapolis, Minnesota 55440 REQUEST AND AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS OR ELECTRONIC BANK DEBIT PLAN FOR PAYMENT OF PREMIUMS ReliaStar Life Insurance Company is hereby requested and authorized to draw checks or initiate bank debits to be charged against the account described in the Authorization below.
Please [x] one of the boxes below: Policy number Proposed Insured's name Monthly deduction [ ] Start new Month-O-Matic Plan --------------- ---------------------- $ ---------------- [ ] Add to existing Month-O-Matic --------------- ---------------------- $ ---------------- Plan No. --------------- ---------------------- $ ---------------- [ ] Change existing bank name or account no. --------------- ---------------------- $ ----------------
I request the day of withdrawals or debits to my account to be on or about the of each month. (ANY DAY FROM THE 1ST THROUGH THE 28TH OF THE MONTH MAY BE SELECTED) BANK ACCOUNT INFORMATION AND TYPE (PLEASE CHECK ONE BOX, EITHER CHECKING OR SAVINGS) [ ] Checking [ ] Savings Savings Account Number STAPLE Savings Account Routing Transit Number (9 digits) VOIDED CHECK HERE _ _ _ _ _ _ _ _ _ - NOT DEPOSIT SLIP - Name of Bank or Credit Union _ _ _ _ _ _ _ _ _ _ _ Street _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ City _ _ _ _ _ _ _ _ _ _ _ State _ _ Zip _ _ _ _ _ TERMS OF THE MONTH-O-MATIC [R] PLAN Each debit shall be: (1) in an amount sufficient to pay a proper proportion of the annual premium at the Company's Month-O-Matic premium rate; (2) notice of premium due and no further notice of premium shall be given; (3) a receipt for the amount stated thereon if and when the Company receives actual payment at its Home Office. If a debit is not honored by the bank upon presentation for payment by the Company, such action by the bank shall be notice of nonpayment of premium. The Month-O-Matic Plan for premium payment may be terminated by the Policyowner or by the Bank Depositor by written notice filed with the Company at its Home Office and may be terminated by the bank in which the account is maintained. The Company also may terminate without notice if any debit is not honored upon presentation, otherwise upon 30 days written notice to the Policyowner. In the event the Plan is terminated for any cause, any unpaid premiums, and premiums which have due dates that occur on or after the date of termination, shall be paid directly to the Company at the premium rate and on the premium due date which would have been applicable to each policy if it had not been placed under the Month-O-Matic Plan for premium payment. The Company may, at its discretion from time to time, effect payments by use of pre-arranged payments (debit) or an electronic bank debit system. AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS (DEBITS) I (we) authorize ReliaStar Life Insurance Company (Company) to make variable charges to my (our) checking or savings account identified below, and authorize the financial institution named above to withdraw funds from (debit) such account and pay to Company's order accordingly. This authorization will remain in effect until the financial institution has received and has had reasonable time to act on a written request from me (us) to terminate this agreement. I (we) understand that I (we) can stop payment of any debit by notifying the financial institution at least three days before the withdrawal is made. I (we) can have the amount of an erroneous charge immediately credited to the account up to 15 days following issuance of my (our) bank statement or 45 days after posting, whichever occurs first. I have read and understand the above statement. Signature of Bank Account Owner Social Security/I.D. Number Date signed Applicant signature Social Security/I.D. Number Date signed Agent name Agent ID number - ------------------------------------------------------------------------------ 45675 Page 17 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY P.O. Box 20, Minneapolis, Minnesota 55440 AUTHORIZING AND ACKNOWLEDGMENT For underwriting and claim purposes, I give my permission to: Any physician or other medical practitioner; hospital; clinic; insurance company; MIS, Inc.; or any other organization to give Reliastar Life Insurance Company (ReliaStar Life) or its authorized representative (including any consumer reporting agency) acting on its behalf ALL INFORMATION on my behalf (except as limited below). This includes: findings on medical care; psychiatric or psychological care or examination; or surgery, as they apply to me or any of my children who are to be insured. LIMITATIONS, if any: I give my permission to ReliaStar Life to get consumer or investigative consumer reports about these same persons. I understand that a report of some or all of this information may be sent to MIS, Inc. It may also be made available to any ReliaStar Life: reinsurers employee, or contractor who processes transactions that concern any insurance I may have applied for or have with ReliaStar Life. I know that my medical records, including any alcohol or drug abuse information, may be protected by Federal Regulations - 42CFR Part 2.1 give my permission to ReliaStar Life to got any and all such information for the purposes described In this form, I specifically consent to the re-disclosure of such information as set forth in this form. I may revoke this permission as it applies to any Information protected by this Federal Regulation at anytime, but not to the extent action has been taken in reliance on it. I understand that my further written consent will be required before any Information described above is given, sold, transferred, or, in any way, relayed to another party not before specified. My further consent must be provided on a form that states the now use of the information or why another party needs it. With regard to any investigative consumer report on me, please contact me at home or work between the hours of __________ and __________. My telephone number is ( ) ______. I know that I have a right to get a copy of this form. A photocopy of this form will be as valid as the original. This form will be valid for two years from the date shown below. I acknowledge that I have been given ReliaStar Life's Notice Regarding Consumer Reports, Notice Regarding MIB, Inc., and Notice Regarding Information Practices. Signature of Proposed Primary Insured if age 10 or older Date / / - --------------------------------------------------------- --------------- Signature of Proposed Additional or Joint Insured Date / / - --------------------------------------------------------- --------------- Signature of Parent or Guardian/other than Proposed Owner and Proposed Primary insured is a Minor Date / / - --------------------------------------------------------- --------------- 45875 Page 18 11/96 AGENT'S REPORTS RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION 1. AGENT IDENTIFICATION TO BE COMPLETED BY THE AGENT FOR QUESTIONS ABOUT THIS APPLICATION OR REGARDING UNDERWRITING REQUIREMENTS, CALL 7-800-333-6965. Agent ID # Agent Name Percentage Split - ------------------------- ---------------------------- -------------------- Agent ID # Agent Name Percentage Split - ------------------------- ---------------------------- -------------------- Hierarchy Pointer ID Hierarchy Pointer Name - ------------------------- --------------------------------------------------- SECTION 2. PREMIUM INFORMATION
Initial Single Deposit Annualized Planned Periodic Premium Payment Requested Modal Payment $ $ $ - ---------------------- ------------------------------------------- -----------------------
INITIAL SETTLEMENT Cash Collected Age used in calculating premium $ - --------------------------- ----------------------------------------- [ ] COD [ ] 1035 Exchange [ ] Attained Age Exchange [ ] Home Office Credit Cash Received by Home Office (To be completed by Home Office.) $ - -------------------------------------------------------------- MODE OF PAYMENT [ ] Annually [ ] Semi-Annually [ ] Quarterly [ ] Monthly (Complete Month-O-Matic Form.) [ ] Government/Military Allotment (Complete Section 3.) [ ] Payroll Deduction/List Bill (Enter Special Collect Number if plan already exists.) _ _ _ _ _ _ [ ] Other _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ SECTION 3. GOVERNMENT/MILITARY ALLOTMENT Payor's Name - -------------------------------------------------------------------------------- Payor's Social Security Number Payor's Branch - - - ------------------------------ --------------------------------------------- Amount of Allotment Date first allotment should begin $ / / [] New - ---------------------------- ------------------- [] Increased Allotment USL Term Exchange [ ] yes [ ] no 45675 Page 19 11/96 AGENT'S REPORTS RELIASTAR RELIASTAR LIFE INSURANCE COMPANY SECTION 4. COMPLIANCE INFORMATION
1. Did you obtain the Proposed Insured's Declarations in this application in person and record them in the presence of the Proposed Insured? (If you did not, the non-medical privilege is not available.). [ ] yes [ ] no 2. Have you delivered the Notice Regarding Consumer Reports, the Notice Regarding MIB, Inc., and the Notice Regarding Information Practices to the Proposed Insured(s) or Proposed Owner? [ ] yes [ ] no 3. To the best of your knowledge and belief, will any existing life or annuity coverage be replaced, lapsed, surrendered, or borrowed against? (If yes, please list company, policy number, and amount.) [ ] yes [ ] no 4. If settlement was accepted, was the Temporary Insurance Agreement and Receipt completed and delivered to the Proposed Insured or Proposed Owner? [ ] yes [ ] no 5. If the application was for a variable universal life insurance policy, was a new account information form completed? [ ] yes [ ] no SECTION 5. INSURED INFORMATION 1. How long have you known the Proposed Insured? Are you related? If yes, how? -------------------------------------------- [ ] yes [ ] no --------------------------- 2. How much insurance does the spouse own payable to the Proposed Insured or other dependents? $ ------------------------------------------------------------------------------------------- 3. If this application is on a juvenile, please indicate the amount of life insurance in force on each parent or sibling. Father Mother Sibling(s) $ $ $ --------------------------- ------------------- ------------------------ 4. What type of insurance is being applied for on the Proposed Insured? [ ] Personal [ ] Business 5. What is the purpose of the type of insurance indicated above? [] Basic Life Needs [] Estate Planning [] Deferred Compensation [] Education Funding [] Buy/Sell, Stock Redemption [] Debt Protection [] Retirement Planning [] Key Person [] Other _ _ _ _ _ _ _ _ _ _ [] Pension Maximization [] Executive Bonus 6. a. Did you use a fact finder or needs analysis tool in connection with this sale? [] yes [] no b. If yes, which one(s)? ---------------------------------------------------------------------- Agent's Signature Date / / - ----------------------------------------------------------------- ----------------------------- Phone Number Fax Number E-Mail Address ( ) ( ) - ----------------------------- -------------------------- --------------------------------------
45675 Page 20 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY P.O. Box 20, Minneapolis, Minnesota 55440 ReliaStar Life Insurance Company (We) Temporary Insurance Agreement and Receipt (Receipt) PROPOSED PRIMARY INSURED NAME (YOU) -------------------------------------------- Notice. The Insurance you applied for is not now ineffective. If, at the time, all the Conditions in the Receipt have been met and the Receipt has not ended, we will either: 1) Pay the Temporary Insurance Amount if an Event listed in the Table of Benefits (Table) occurs; or 2) Issue the amount of insurance applied for (limited by the amount listed for that type of insurance in the Table) if we can insure all Proposed Insureds on the basis applied for in the application. A. CONDITIONS 1. At least 10% of the initial annual premium is paid (one monthly premium if the preauthorized check method of collection is used), on all insurance applied for with this application; or a government allotment account deduction or other premium payment authorization form is signed and delivered to the agent with the application; or ownership of one or mom life insurance policies on the life of any Proposed Insured having cash surrender values on the application date at least equal to the lesser of $1000.00 or the initial minimum annual premium of all insurance applied for with this application has been assigned to us under an Agreement for the Exchange of Insurance Policies under Section 1035 of the Internal Revenue Code. 2. All parts of the application, including medical exams and tests, if required, are completed and no material misstatements are made. 3. No Proposed Insured has, a) In the last 12 months had any known or suspected heart attack, stroke, or cancer, other than of the skin (except melanoma), or been treated by any physician or other practitioner for any of these conditions; b) Within the last 60 days been advised by any physician or other practitioner to have any diagnostic test or surgery not yet performed; or c) In the last 10 years had or been told that they had Acquired Immune Deficiency Syndrome (AIDS) or HIV infection. 4. An Event or change in insurability, which occurs after all the other Conditions were met was not the result of an intentional act. B. Amount. The Temporary Insurance Amount in this and ALL OTHER RECEIPTS still in effect is the Insurance applied for or the amount listed in the Table for that Event, whichever amount is less. No other benefit will be provided if the Temporary Insurance Amount is paid.
TABLE OF BENEFITS - EVENT TYPE OF INSURANCE AMOUNT (INCLUDING ADB) 1. Death Natural or accidental) of Any combination of LIFE, AIR & TIR $500,000 per life Proposed Primary or Additional Insured 2. Death of both Proposed Primary and Any combination of Survivorship Life $500,000 total Joint Insureds and Survivorship Term Insurance 3. Death of the Proposed Insured Child Children's Insurance Rider-CIR $10,000 per child 4. Death of the Proposed Recognized Applicant Waver on Recognized Applicant-RA Waiver of Premium until the Proposed Insured Child reaches age 25
C. Beneficiary of Event 1 or 2 occurrence, we will pay the Temporary Insurance Amount to the beneficiary listed in the application, if living, of otherwise to the Proposed Owner or Recognized Applicant. If Event 3 occurs, we will pay the Temporary Insurance Amount to the Proposed Primary Insured. If the Temporary Insurance Amount is not sufficient to pay the designated share to each beneficiary, each share will be reduced pro rata until the total amount of all shares equals the Temporary Insurance Amount. D. Premiums 1. We will first apply premiums to all policies which become effective as a result of the application. 2. We will refund the premiums if all these conditions are met: a) No claim is paid under this Receipt; b) No coverage becomes effective under the policy applied for; and c) No coverage becomes effective under a policy we offer other than the policy applied for at the time of the application. 3. We will keep part of the premium equal to the premium for the kind, amount, and period of coverage (but not less than one month) given under this Receipt if a benefit is paid under the Receipt. Any remaining premium will be refunded. 4. Cash surrender values of life insurance policies assigned to us under an Agreement for the Exchange of Insurance Policies under Section 1035 of the Internal Revenue Code will not be considered premiums for purposes of this Receipt until the cash surrender value is received by us at our Home Office and the Temporary Insurance provided under this Receipt has not ended in accordance with E. E. Termination. The Temporary Insurance under this Receipt will end at the earliest of; 1. The date our Home Office approves the application as applied for; 2. The date the Proposed Owner or Recognized Applicant is offered; a) A policy other than that applied for; b) A notice that the Temporary Insurance has ended; or c) A notice rejecting the application; 3. The date in Event listed in the Table occurs; or 4. The date 180 days after the date of this Receipt. No agent can change this Receipt. This Receipt is not effective if given for a check or draft that is not honored. All premium checks must be made payable to ReliaStar Life Insurance Company. Do not make check payable to the agent or leave the payee blank. Agent's Statement: I received $ ______________ with the application bearing the same date as this Receipt. Date Agent Agent's Address - ---------------- -------------------------------- ------------------------- 45675 Page 21 11/96 LIFE INSURANCE APPLICATION RELIASTAR RELIASTAR LIFE INSURANCE COMPANY CONSUMER PRIVACY NOTICE NOTICE REGARDING CONSUMER REPORTS Insurance companies commonly ask an outside source to verify and add to the information given in an application. The agency that makes the report will be one that is discrete and impartial. If you wish, we will send you the name, address, and phone number of any agency we ask to prepare a consumer report about you. Consumer reports are used to help us decide if you are eligible for the insurance you have applied for. The report deals with your mode of living, character, general reputation, and such personal items as your health, job, and finances. It may include information on the following: your marital status, past and present employment record, job duties, driving record, health history, use of alcohol and drugs, and hazardous sports activities. The agency may get information in these ways: by talking to you, to members of your family, to business associates, to financial sources, to friends, or to others you know. We use the report only to be sure that each application is evaluated on a fair basis. We will not reveal any of the information we obtain to your friends or associates. You can ask that the agency interview you if you so state on the authorization form. The agency will then try to get in touch with you. The information may be kept by the consumer reporting agency; it may also later be given to others who have a legitimate need for these reports. It will be given only to the extent permitted by these laws: the Federal Fair Credit Reporting Act, your state's Fair Credit Reporting Act, or your state's Insurance Information and Privacy Protection Act, if any. The agency will give you a copy of the report if you ask for one and give proper identification. NOTICE REGARDING MIB, INC. (MEDICAL INFORMATION BUREAU) We or our reinsurers may make brief reports to MIB. The reports will include the factors that affect the insurability of any person for whom coverage is being requested. MIB is a nonprofit organization of life insurance companies. It operates an information exchange for its members. If you apply to some other member company for life or health coverage, or send in a claim for benefits, MIB may supply that company with any information in its file. If you ask, MIB will arrange for disclosure of the information it has about you in its file. If you feel the information in MIB's file is not correct, you may contact MIB. Ask them to correct it as provided in the Federal Fair Credit Reporting Act. The address of the MIB's information office is: Post Office Box 105, Essex Station, Boston, Massachusetts 02112. MIB's phone number is (617) 426-3660. We or our reinsurers may also release information in our files. We may release it to other life insurance companies to whom you may apply for life or health insurance or to whom a claim for benefits may be submitted. NOTICE REGARDING INFORMATION PRACTICES To issue an insurance policy, we need to obtain information about you and any other persons proposed for insurance. Some of that information will come from you. Some will come from other sources. That information and any information collected by us later may, in certain circumstances, be disclosed to third parties without your specific permission. You have a right to access and correction with respect to the information collected about you. This right does not extend to information which relates to a claim or civil or criminal proceeding. If you wish to have a more detailed explanation of our information practices, please write to us at: Box 20, Minneapolis, Minnesota 55440. 45675 Page 22 11/96 RELIASTAR RELIASTAR LIFE INSURANCE COMPANY P.O. Box 20, Minneapolis, Minnesota 55440 45675 11/96 EX-99.2 11 ATTORNEY OPINION AND CONSENT [RELIASTAR LIFE LETTERHEAD] EX-99.2 ATTORNEY OPINION AND CONSENT December 20, 1996 ReliaStar Life Insurance Company 20 Washington Avenue S. Minneapolis, MN 55440 Madam/Sir: In connection with the proposed registration under the Securities Act of 1933, as amended, of flexible premium variable life insurance policies (the "Policies") and interests in Select*Life Variable Account (the "Variable Account"), I have examined documents relating to the establishment of the Variable Account by the Board of Directors of ReliaStar Life Insurance Company (the "Company") as a separate account for assets applicable to variable contracts, pursuant to Minnesota Statutes Sections 61A.13 to 61A. 21, as amended, and the Registration Statement, on Form S-6 (the "Registration Statement") and I have examined such other documents and have reviewed such matters as I deemed necessary for this opinion, and I advise you that in my opinion: 1. The Variable Account is a separate account of the Company duly created and validly existing pursuant to the laws of the State of Minnesota. 2. The Policies, when issued in accordance with the Prospectus constituting a part of the Registration Statement and upon compliance with applicable local law, will be legal and binding obligations of the Company in accordance with their respective terms. 3. The portion of the assets held in the Variable Account equal to reserves and other contract liabilities with respect to the Variable Accounts are not chargeable with liabilities arising out of any other business the Company may conduct. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the heading "Legal Matters" in the Prospectus constituting a part of the Registration Statement and to the references to me wherever appearing therein. Very truly yours, /s/ Robert B. Saginaw Robert B. Saginaw Counsel EX-99.C6 12 ACTUARIAL OPINION AND CONSENT [RELIASTAR LIFE LETTERHEAD] EX-99.C6 ACTUARIAL OPINION AND CONSENT December 20, 1996 ReliaStar Life Insurance Company 20 Washington Avenue S. Minneapolis, MN 55440 Madam/Sir: This opinion is furnished in connection with the registration by ReliaStar Life Insurance Company of a flexible premium survivorship variable life insurance policy (the "Contract") under the Securities Act of 1933, as amended. The Contract, including variations thereof used in various states, is described in the Prospectus constituting a part of the Registration Statement on Form S-6, as amended. The form of Contract was reviewed by me, and I am familiar with the Registration Statement and Exhibits thereto. In my opinion: The illustrations of Accumulation Values, Surrender Charges, Cash Surrender Values, and Death Benefits, included in the section entitled, "Illustration of Accumulation Values, Surrender Charges, Cash Surrender Values, and Death Benefits" in Appendix C of the Prospectus constituting part of the Registration Statement, based on the assumptions stated in the illustrations, are consistent with the provision of the Contract (including, as appropriate, any state variation thereof). The rate structure of the Contract has not been designed so as to make the relationship between premiums and benefits, as shown in the illustrations, appear more favorable to a prospective purchaser of a Contract for a male Joint Insured Age 55 and a female Joint Insured Age 55, both nonsmokers in a standard Rate Class, than to prospective purchasers of the Contract for other ages, sexes, or Rate Classes. In any state where charges cannot be based upon the insured's sex, the rate structure of the Contract has not been designed so as to make the relationship between premium and benefits, as shown in the illustrations, appear more favorable to a prospective purchaser of the Contract for Joint Insureds who both Age 55 than to prospective purchasers of the Contract for other ages. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the heading "Experts" in the Prospectus constituting a part of the Registration Statement. Sincerely, /s/ Craig A. Krogstad - ------------------------ Craig A. Krogstad, FSA, MAAA Actuary EX-99.D1 13 PURCHASES, REDEMP, TRANSFER, AND CONVERSION PROC. EXHIBIT EX-99.D1 DESCRIPTION OF RELIASTAR LIFE INSURANCE COMPANY'S PURCHASE, REDEMPTION, TRANSFER, AND CONVERSION PROCEDURES FOR POLICY This document sets forth the administrative procedures that will be followed by ReliaStar Life Insurance Company ("ReliaStar Life") in connection with the issuance of its Survivorship Flexible Premium Variable Life Insurance Policy (the "Policy") described in the Registration Statement, the transfer of the Policy's assets, the redemption by Policy owners of their interest in the Policies and conversion to fixed benefit insurance. Unless otherwise defined herein, all capitalized terms used below have the meanings ascribed to them in the Prospectus for the Policy contained in this Registration Statement. "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS The following is a summary of the principal Policy provisions and administrative procedures which constitute either direct or indirect purchase transactions. The insurance aspects of the Policy cause procedures to differ in certain significant respects from purchase procedures of mutual funds or contractual plans. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS Premiums for the Policy will not be the same for all Policy owners. There is no insurance until the initial premium is paid. The initial premium must be equal to or greater than three Minimum Monthly Premiums (see "Payment and Allocation of Premiums - Minimum Initial Premium") unless the Policy owner authorizes premiums to be paid by bank account monthly deduction or government allotment. In those cases, ReliaStar Life will accept one Minimum Monthly Premium. The Policy has a Death Benefit Guarantee if the Policy owner chooses to pay premiums sufficient to maintain the Death Benefit Guarantee set forth in the Policy. If the Death Benefit Guarantee is in effect during the Death Benefit Guarantee Period (to Average Age 65 of the Joint Insureds, or 5 years if longer) ReliaStar Life will then guarantee that the Policy will remain in force during such period, even if the Policy's Cash Surrender Value is not sufficient to pay the Monthly Deduction due. After the initial premium, the Policy owner will determine a planned periodic premium schedule that provides for a level premium payable at a fixed interval. Payment of premium according to this schedule is not, however, mandatory and failure to do so will not of itself cause the Policy to lapse. Instead, Policy owners may determine the amount and timing of subsequent premiums subject to the following restrictions: 1. In most cases, payment of a cumulative premium sufficient to maintain the Death Benefit Guarantee will be required to keep the Policy in force during the Death Benefit Guarantee Period. 2. ReliaStar Life may choose not to accept a premium less than $25.00. 3. ReliaStar Life may require proof that each Joint Insured is still insurable if any premium would increase the difference between the Death Benefit Guarantee and the Accumulation Value. 4. ReliaStar Life will return to the Policy owner any premium paid that would exceed the current maximum premium payments allowed for life insurance under federal law. The Policy will stay in force as long as the Cash Surrender Value is sufficient to pay the Monthly Deduction (the charges imposed in connection with the Policy). The amount of premium, if any, required to keep the Policy in force depends on the Cash Surrender Value which in turn depends on such factors as the investment experience, the amount of any outstanding loans, and the Surrender Charge. The Monthly Deduction varies with the cost of insurance charge and the Mortality and Expense Risk Charge. The cost of insurance charge is based on the principal of pooling and distribution of mortality risks, which assumes that each Policy owner pays a premium commensurate with the Joint Insureds mortality risks which are actuarially determined based on issue age, Policy Year, premium rate class, and in most instances, sex. The same rate applies to all joint insureds in a given actuarial category. The rate is based on ReliaStar Life's expectations as to future mortality experience. The Mortality and Expense Risk Charge depends on the amount of the Variable Accumulation Value. The Policy will be sold according to established underwriting standards and state insurance laws. State insurance laws prohibit unfair discrimination among Policy owners but recognize that premiums must be based on factors such as age, health occupation and in most states, the sexes of the Joint Insureds. APPLICATION AND INITIAL PREMIUM PROCESSING ReliaStar Life will follow certain insurance underwriting procedures to determine whether the proposed joint insureds are insurable. Underwriting evaluates risks from the information on the application, verification procedures such as medical examinations, and additional information furnished by the applicant on request. ReliaStar Life will not issue the Policy until the underwriting procedure has been completed. If the minimum initial premium is submitted with the application, insurance coverage will begin on the Issue Date. The Issue Date will ordinarily be the later of the date of the application or the date of any required medical examination undertaken according to ReliaStar Life's underwriting requirements. When, however, underwriting approval has not occurred within 45 days of the receipt of the application, the Issue Date will be the date of underwriting approval. If a premium is not paid with the application, insurance coverage will begin on the later of the Issue Date or the date the premium is received. The Policy Date is generally the same date as the Issue Date. It is used in determining Policy Years, Policy Months, Monthly Anniversaries and Policy Anniversaries. It is also the date as of which the insurance ages of the proposed joint insureds is determined. A Policy Date may be any other date mutually agreed to by ReliaStar Life and the Policy owner. ReliaStar Life will credit net Premiums (gross premiums less the Premium Expense Charge) from the Policy to the Select*Life Variable Account ("Variable Account") or to the Fixed Account on the later of the following dates: 1. The Valuation Date1 following the date of underwriting approval; 2. The Valuation Date on or next following the Policy Date; or 3. The Valuation Date on or next following the date ReliaStar Life receives at least the required minimum initial premium payment. ALLOCATION OF PREMIUMS The Policy owner chooses the initial allocation of Net Premiums to the Fixed Account and the Sub-accounts of the Variable Account on the application for the Policy. The Policy owner may change the allocation at any time by notifying ReliaStar Life in writing. The Policy owner may allocate 100% of Net Premiums to any Sub-account or the Policy owner may divide in whole percentages the Net Premium and allocate such amounts among more than one Sub-Account. ReliaStar Life reserves the right to adjust the allocation of Net Premiums to eliminate fractional percentages. PREMIUM PROCESSING Whenever a premium payment is received during the first 10 Policy Years, ReliaStar Life will subtract 6.25% of the premium as a Premium Expense Charge. After the tenth Policy Year, the Premium Expense Charge will be reduced to 3.75% of the premium, guaranteed not to exceed 6.25% of the premium for the duration of the Policy. ReliaStar Life may, in the future, deduct a premium processing charge of up to $2.00 from each premium payment as a part of this charge. The Net Premium is credited to the Variable and/or Fixed Account on the Valuation Date on or next following the date ReliaStar Life receives the premium payment in accordance with the Policy owner's current premium allocation. REINSTATEMENT A lapsed Policy and most riders may be reinstated anytime within five years after lapse as long as the Policy has not been surrendered for its Cash Surrender Value. To reinstate the Policy and any riders, the Policy owner must submit evidence of insurability satisfactory to ReliaStar Life for each insured or for the surviving Joint Insured and due proof that the first death occurred before the Policy terminated. The Policy owner must pay a premium sufficient to keep the Policy and any riders in force for at least two months following the date of reinstatement. The Death Benefit Guarantee provision cannot be reinstated nor can the Extended Death Benefit Guarantee Rider be reinstated. LOAN REPAYMENTS The interest rate charged on Policy loans will be an annual rate of 7.40%, payable in advance. After the tenth Policy Year, ReliaStar Life will charge interest at an annual rate of 5.21%, payable in advance, on that portion of the loan amount that is not in excess of (a) the Accumulation Value less (b) the total of all premiums paid and all partial withdrawals. Any excess of this amount will be charged interest at the annual rate of 7.40%. A Policy loan may be repaid anytime while the Surviving Joint Insured is living and before the surviving joint insured reaches age 100. Unless the Policy owner specifies that a payment is a loan repayment, ReliaStar Life generally considers any payments it receives as premium payments and not loan repayments. However, ReliaStar Life reserves the right, at its discretion, to apply any payment it receives as a loan repayment. Loan repayments are credited to the Fixed Account and the Variable Account in the form of Net Premiums without a Premium Expense Charge. ReliaStar Life credits repayments according to the current premium allocation. Repayments are credited at the end of the Valuation period during which the payment was received. CORRECTION OF MISSTATEMENT OF AGE OR SEX If any joint insured's age or sex is misstated, ReliaStar Life adjusts the proceeds by the difference between the Monthly Deductions made and those that should have been made. "REDEMPTION PROCEDURES": SURRENDER AND RELATED TRANSACTIONS The following is a summary of the principal Policy provisions and administrative procedures which constitute redemptions under the Policy. These procedures differ in certain significant respects from redemption procedures of mutual funds or contractual plans. CASH SURRENDER VALUE At any time before the earlier of the death of the surviving joint insured or the maturity date, the Policy owner may totally surrender the Policy by sending ReliaStar Life a written request. The amount available for surrender is the Accumulation Value of the Policy reduced by any Loan amount, unpaid Monthly Deductions, and during the first 15 Policy Years and the first 15 years following a requested increase in Face Amount, this amount is also reduced by a Surrender Charge. The Surrender Charge is determined separately for the Face Amount and any subsequent increase in Face Amount. The surrender Charge is based on the several factors such as the Face Amount, the Policy Year, and the joint insureds' age and sex. The Surrender Charge is shown in the Policy. The total amount available at surrender is called the Cash Surrender Value. The Cash Surrender Value is calculated at the end of the Valuation Period during which ReliaStar Life receives the Policy owner's surrender request. The Policy owner may, however, elect to receive all or part of the Cash Surrender Value under one of the settlement options described in the Policy. All fixed benefit settlement options are subject to the restrictions and limitations set forth in the Policy. PARTIAL WITHDRAWALS The Policy owner may also withdraw part of the Policy's Cash Surrender Value by sending ReliaStar Life a written request. Only one partial withdrawal is allowed in any Policy Year. The amount of any partial withdrawal must be at least $500.00 but may not be more than 20% of the Cash Surrender Value. ReliaStar Life currently makes a $10.00 charge for each partial withdrawal. ReliaStar Life makes partial withdrawals from the Fixed Accumulation Value and the Variable Accumulation Value on a proportionate basis. For the purpose of determining the proportions, the outstanding loan amount is subtracted from the Fixed Accumulation Value. ReliaStar Life will generally pay the partial withdrawal within seven days of receipt of the written request.2 DEATH BENEFIT As long as the Policy is in force, ReliaStar Life will generally pay the proceeds of the Policy to the named beneficiary in accordance with the designated Death Benefit Option within seven days after the receipt of due proof of the surviving joint insured's death. Payment of proceeds may, however, be postponed under certain circumstances 2. The amount of the Death Benefit is determined on the Valuation Date on or next following the date of the surviving joint insured's death. The proceeds payable will be reduced by any Loan amount and any unpaid Monthly Deduction. These proceeds will be increased by any additional insurance provided by rider and by the refund of any unearned Policy loan interest. The amount of the Death Benefit to Age 100, of the younger Joint Insured, is guaranteed not to be less than the current Face Amount of the Policy. The Death Benefit may, however, exceed the current Face Amount. The amount by which the Death Benefit exceeds the Face Amount depends upon the Death Benefit Option in effect and the Accumulation Value of the Policy. Under the Level Amount Option, the Death Benefit to Age 100, of the younger Joint Insured, is the greater of the Face Amount or the applicable percentage of Accumulation Value set forth in the Option. Under the Variable Amount Option, the Death Benefit will always vary with the Accumulation Value since the Death Benefit to Age 100, of the younger Joint Insured, is the greater of the Face Amount plus the Accumulation Value of the Policy, or the applicable percentage of the Accumulation Value set forth in the Option. If the surviving Joint Insured is living at Age 100 and the Policy is in force, the Death Benefit is the Cash Value. LOANS After the first Policy Year, the Policy owner may use the Policy as security to take out a loan. The maximum amount that the Policy owner may borrow at any time is 75% of the Policy's Cash Value (the Accumulation Value Less any Surrender Charge). As required by state law, higher percentages of Cash Value may be borrowed by Policy owners in Texas (100%) and in Alabama, Maryland, and Virginia (90%). Each Policy loan must be at least $500.00 except in Connecticut where the loan must be at least $200.00. The Loan Value will be determined on the Valuation Date following the date the request was received. The portion of the loan allocated to the Sub-accounts of the Variable Account will normally be paid within seven days after receipt of the written request. Postponement of loans may take place under certain circumstances.2 The amounts held as security for the Policy loan are segregated within the Fixed Accumulation Value of the Policy but will be credited with interest on a basis different from other amounts in the Fixed Account. The total of all outstanding loans is called the Loan Amount. All amounts held in the Fixed Account as security for Policy loans will be credited with interest at an effective annual rate currently equal to 5.50%. No additional interest will be credited to these amounts. The interest charged on Policy loans will be an annual rate of 7.4%, payable in advance. After the tenth Policy Year, ReliaStar Life will charge interest at an annual rate of 5.21%, payable in advance, on that portion of the Loan Amount that is not in excess of (a) Accumulation Value less (b) the total of all premiums paid and all partial withdrawals. Any excess of this amount will be charged interest at the annual rate of 7.40%. Amounts held as security for a Policy loan will come from the Fixed Account and Sub-accounts of the Variable Accounts in the same proportion that the Policy's Fixed Accumulation Value less any Loan Amount and the Policy Variable Accumulation Value in each Sub-account, bear to the Policy's total Accumulation Value less any Loan Amount. The portion of the Policy loan allocated to each Sub-account will be transferred from the Sub-account to the Fixed Account thereby reducing the value held in the Sub-account. The Loan Amount is deducted from the total premium paid for purposes of calculating whether the Policy owner has paid premiums sufficient to maintain the Death Benefit Guarantee. The Loan Amount is deducted from the proceeds when ReliaStar Life pays a death claim. Loans have priority over the claims of an assignee or any other person. A Policy loan may be repaid in whole or in part at any time on or before the surviving Joint Insured's Age 100 while the surviving Joint Insured is living. POLICY LAPSE If the Death Benefit Guarantee is not in effect, the Policy will lapse at the end of a 61-day grace period if, as of that Monthly Anniversary, the Loan Amount is greater than the Policy's Accumulation Value reduced by the applicable Surrender Charge; or the Cash Surrender Value is not sufficient to pay the Monthly Deduction due. The grace period begins on the date ReliaStar Life notifies the Policy owner and any collateral assignees of record of the required premium. The Policy owner will then have 61 days from the date the notice is mailed, to make the required payment to keep the Policy in force. If the payment is not received within the 61-day period, the Policy will lapse. If the surviving joint insured dies during this 61-day period, the Loan Amount and any unpaid Monthly Deduction will be deducted from the proceeds payable. TRANSFERS The Variable Account currently has four series Funds with seventeen portfolios available for investment by the Sub-accounts. Each Sub-account invests in shares, at net asset value, of a specified portfolio of the two series Funds. A Policy owner may transfer Accumulation Value between the Fixed Account and the Sub-accounts of the Variable Account or among the Sub-accounts of the Variable Account by written request (or by telephone if a telephone authorization form has been completed, is in effect and an I.D. number has been assigned), subject to any conditions the Funds whose share are involved by impose. ReliaStar Life currently allows twelve transfers in a Policy Year but reserves the right to limit the Policy owner to four per year. ReliaStar Life considers all transfers received in the same request and made on the same initial Valuation Date as one transfer. Transfers are made on the Valuation Date on or next following the date the request is received. To transfer all or part of the Variable Accumulation Value from a Sub-account, Accumulation Units are redeemed and their value is reinvested in other Sub-accounts or in the Fixed Account as directed by the Policy owner. A Policy owner may transfer all or part of the Fixed Accumulation Value to the Sub-accounts of the Variable Account, subject to the following limitations: 1. The request to transfer must be postmarked no more than 30 days before or after the Policy Anniversary in any year, and only one transfer is permitted during this period; 2. The Fixed Accumulation Value after the transfer must be at least equal to the Loan Amount; 3. No more than 50% of the Fixed Accumulation Value, less any Loan Amount, may be transferred unless the balance, after the transfer, would be less than $1,000.00, in which event the full Fixed Accumulation Value, less any Loan Amount, may be transferred; and 4. The Policy owner must transfer at least the lesser of $500.00 or the total Fixed Accumulation Value, less any Loan Amount. While ReliaStar Life does not currently impose a transfer charge, it reserves the right to make a charge not to exceed $25.00 per transfer. Transfers resulting from loans and exercising Conversion Rights under the Policy are not subject to any transfer charges and do not count against the number of transfers. CONVERSION At any time during the first two Policy Years or the first two years following a requested increase in Face Amount, the Policy owner can request a transfer from the Variable Account to the Fixed Account and indicate that he or she is exercising the Conversion Rights under the Policy. Such transfer will not be subject to the transfer charge and will not count against the number of transfers limit. At the time of the transfer, there is no effect on the Policy's Death Benefit, Face Amount, net amount at risk, Rate Class, or issue age. To the extent that the Accumulation Value is held in the Fixed Account, the benefits of the Policy do not vary with the investment performance of the Variable Account. 1 VALUATION DATE - EACH DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS OPEN FOR BUSINESS EXCEPT FOR A DAY THAT A SUB-ACCOUNT'S CORRESPONDING FUND DOES NOT VALUE ITS SHARES. THE NEW YORK STOCK EXCHANGE IS CURRENTLY CLOSED ON WEEKENDS AND THE FOLLOWING HOLIDAYS: NEW YEAR DAY; PRESIDENTS' DAYS; GOOD FRIDAY; MEMORIAL DAY; JULY FOURTH; LABOR DAY; VETERANS DAY; THANKSGIVING; AND CHRISTMAS. VALUATION PERIOD - THE PERIOD BETWEEN TWO SUCCESSIVE VALUATION DATES, COMMENCING AT THE CLOSE OF BUSINESS OF A VALUATION DATE AND ENDING AT THE CLOSE OF BUSINESS OF THE NEXT VALUATION DATE. 2 PAYMENTS FROM THE VARIABLE ACCOUNT FOR DEATH BENEFITS, CASH SURRENDER, PARTIAL WITHDRAWAL, OR POLICY LOANS WILL NORMALLY BE PAID WITHIN SEVEN DAYS OF RECEIPT OF THE WRITTEN REQUEST AND RECEIPT OF THE POLICY FORM, IF REQUIRED. RELIASTAR LIFE MAY DELAY MAKING PAYMENT WHEN IT IS NOT ABLE TO DETERMINE THE VARIABLE ACCUMULATION VALUE BECAUSE THE NEW YORK STOCK EXCHANGE IS CLOSED FOR TRADING; OR THE SECURITIES AND EXCHANGE COMMISSION DETERMINES THAT A STATE OF EMERGENCY EXISTS. RELIASTAR LIFE HAS THE RIGHT TO DELAY SUCH PAYMENTS FROM THE FIXED ACCOUNT FOR UP TO SIX MONTHS FROM THE DATE IT RECEIVES THE REQUEST, SUBJECT TO ANY STATE REQUIREMENTS. IF PAYMENT IS DELAYED FOR 30 DAYS OR MORE, RELIASTAR LIFE PAYS INTEREST AT AN EFFECTIVE ANNUAL RATE OF 3 1/2% FROM THE DATE OF THE SURVIVING JOINT INSURED'S DEATH, SURRENDER, PARTIAL WITHDRAWAL, OR POLICY LOAN REQUEST TO THE DATE OF PAYMENT. EX-99.15-POWERSOFATT 14 POWERS OF ATTORNEY RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ R. Michael Conley R. Michael Conley Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ Richard R. Crowl Richard R. Crowl Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ John H. Flittie John H. Flittie Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ Wayne R. Huneke Wayne R. Huneke Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ Kenneth U. Kuk Kenneth U. Kuk Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ William R. Merriam William R. Merriam Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ David H. Roe David H. Roe Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ Robert C. Salipante Robert C. Salipante Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ Donald L. Swanson Donald L. Swanson Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ John G. Turner John G. Turner Rev. 08/96 RELIASTAR LIFE INSURANCE COMPANY POWER OF ATTORNEY OF DIRECTOR AND OFFICER The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY ("Company"), a Minnesota corporation, does hereby make, constitute and appoint RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY A. PROULX, and ROBERT B. SAGINAW, 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 the MFS/ReliaStar Variable Account, the ReliaStar Select Variable Account, the Northstar Variable Account, and of variable life insurance policies and accumulation units in the Select*Life Variable Account, 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 1st day of August, 1996. /s/ Steven W. Wishart Steven W. Wishart Rev. 08/96 -----END PRIVACY-ENHANCED MESSAGE-----