Banner Life Insurance Co · 485BPOS · On 4/30/96 · EX-99.1

Filed On 4/30/96   ·   SEC Files 33-19236, 33-19236   ·   Accession Number 9781-96-17

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Filing Document                                       87±   382K 
 2: EX-99.1     Part 2                                                 5±    23K 
 3: EX-99.2     Opinion Letters                                        5     15K 

EX-99.1   ·   Part 2

EX-99.1
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PART II UNDERTAKING TO FILE REPORTS               

Subject to the terms and conditions of Section 15(d) of the Securities          
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 may be permitted to directors, officers and controlling persons of the     
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
as been advised that in the opinion of the Securities and Exchange Commission   
such indemnification is against public policy as expressed in the Act and is,   
therefore, unenforceable.  In the event that a claim for indemnification        
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer, or controlling person of the           
registrant in the successful defense of any action, suit or proceeding) is      
asserted by such director, officer or controlling person in connection with     
the securities being registered, the registrant will, unless in the opinion of  
its counsel the matter has been settled by controlling precedent, submit to a   
court of appropriate jurisdiction the question whether such indemnification by  
it is against public policy as expressed in the Act and will be governed by     
final adjudication of such issue.                                               

REPRESENTATIONS PURSUANT TO RULE 6e-3(T)              

This filing is made pursuant to Rule 6c-3 and 6e-3(T) under the Investment      
Company Act of 1940.                                                            

Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the         
Investment Company Act of 1940 with respect to the Policies described in the    
Prospectus.                                                                     

Registrant makes the following representations:                                 

(1)  Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.                       

(2)  The level of mortality and expense risk charge is within the range of      
industry practice for comparable flexible premium variable life       
insurance policies.                                                   

(3)  Registrant has concluded that there is a reasonable likelihood that the    
 distribution financing arrangement of the Variable Account will benefit
the Variable Account and Policyowners and will keep and make available
to the Commission on request a memorandum setting forth the basis for 
this representation.                                                  

(4)  The Variable Account will invest only in management investment companies   
which have undertaken to have a board of directors, a majority of whom
are not interested persons of the company, formulate and approve any  
plan under Rule 12b-1 to finance distribution expenses.               

The methodology used to support the representation made in paragraph (2) above  
is based on an analysis of other flexible or scheduled premium policies         
registered under the Securities Act of 1933, including the level of other       
expense charges, uncertainties in terms of expense and mortality factors, and   
policy guarantees.  Registrant undertakes to keep and make available to the     
Commission on request the documents used to support the representation in       
paragraph (2) above.                                                            

CONTENTS OF REGISTRATION STATEMENT              

This amendment to the Registration Statement comprises the following Papers     
and Documents:                                                                  

The facing sheet                                                      
The prospectus consisting of    Pages                                 
The undertaking to file reports                                       
The undertaking pursuant to Rule 484.                                 
Representations pursuant to Rule 6e-3(T)                              
The signatures                                                        
Written consents of the following persons:                            

(a)  Mark A. Canter (included in Exhibit 3)                 
(b)  Messrs. Sutherland, Asbill and Brennan                 
(c)  David J. Orr (included in Exhibit 6)                   
(d)  Price Waterhouse                                       

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:                       

(1)  Resolution of the Board of Directors of Banner Life Insurance    
Company establishing the Variable Account(1).               

(2)  Not Applicable.                                                  

(3)  (a)  Proposed form of the Principal Underwriting Agreement (2)   
(b)  Form of General Agent Agreement (1)                    
(Cc) Commission schedule (included in Exhibit (3)(b)).      

(4)  Not Applicable.                                                  

(5)  (a)  Policy form (3)                                             
(b)  Policy riders (4)                                      
(c)  Policy amendment (2)                                   

(6)  (a)  Certificate of Incorporation of Banner Life (1).            
(b)  By-Laws of Banner Life (1).                            

(7)  Not Applicable.                                                  

(8)  (a)  Participation Agreement with Scudder Variable Life          
Investment Fund (5).                              
   (c)  Reimbursement Agreement with Scudder, Stevens & Clark, Inc
(5).                                              
(9)  Not Applicable.                                                  

(10) Application form (3)                                             

(11) Memorandum describing Banner Life's issuance, transfer and       
redemption procedures for the Policy (3).                   

2.   See Exhibit 1(5).                                                          

3.   Opinion and Consent of Mark A. Canter, General Counsel of Banner Life      
(4)                                                                   

4.   No financial statements are omitted from the Prospectus pursuant to        
Instruction 1(b) or (c) of Part I.                                    

5.   Not applicable.                                                            

6.   Opinion and consent of David J. Orr, FIA, Senior Vice President and        
Chief Actuary of Banner Life (4)                                      

7.   Consent of Messrs. Sutherland, Asbill & Brennan (4)                        

8.   Consent of Price Waterhouse (4)                                            

9.   Power of Attorney (4).                                                     

Notes:                                                                          

(1)  Filed with the initial filing of this Form S-6 Registration Statement      
(File No. 33-19236) on December 23, 1987                              

(2)  Filed with pre-effective amendment no. 3 to this Form S-6 Registration     
Statement (File No. 33-19236) on January 24, 1990.                    

(3)  Filed with pre-effective amendment no. 2 to this Form S-6 Registration     
Statement (File No. 33-19236) on August 22, 1989.                     

(4)  Filed herewith.                                                            

(5)  Filed with post-effective amendment no. 6 to Form S-6 on April 26, 1995.   

EX-99.1
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SIGNATURES                                                                      

Pursuant to the requirements of the Securities Act of 1933, the registrant,     
Banner Life Variable Account, certifies that this amendment meets the           
requirements for effectiveness of this Registration Statement pursuant to Rule  
486(b) under the Securities Act of 1933 and has duly caused this Post-Effective 
Amendment No. 7 to the Registration Statement to to be signed on its behalf by  
the undersigned thereunto duly authorized, and its seal to be hereunto affixed  
and attested, all in the City of Rockville, State of Maryland on the 29th day   
of April, 1996.                                                                 

        Banner Life Variable Account
(Registrant)        

             By: Banner Life Insurance Company
(Depositor)         

Attest: /s/ Edward J. Bove'        By: /s/ Mark A. Canter                       

David S. Lenaburg * 
                   Chairman, President and Chief Executive
Officer             
         Banner Life Insurance Company

* Signed by Mark A. Canter pursuant to a Power of Attorney signed by David S.   
Lenaburg on April 26, 1994 and filed as an exhibit in Post-Effective Amendment  
No. 6 to Form S-6 on April 26, 1995.                                            

SIGNATURES              

Pursuant to the requirements of the Securities Act of 1933, Banner Life         
Insurance Company certifies that this amendment meets the requirements for      
effectiveness of this Registration Statement pursuant to Rule 485(b) under      
the Securities Act of 1933 and has duly caused this Post-Effective Amendment    
No. 7 to the Registration Statement to to be signed on its behalf by the        
undersigned thereunto duly authorized, and its seal to be hereunto affixed      
and attested, all in the City of Rockville, State of Maryland on the            
29th day of April, 1996.                                                        

         Banner Life Insurance Company

Attest: /s/ Edward J. Bove'        By: /s/ Mark A. Canter                       

         David S. Lenaburg *
                             Chairman, President and Chief Executive
Officer   
                   Banner Life Insurance Company

* Signed by Mark A. Canter pursuant to a Power of Attorney signed by David S.   
Lenaburg on April 26, 1994 and filed as an exhibit in Post-Effective Amendment  
No 6 to Form S-6 on April 26, 1995.                                             

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been signed below by the following Directors and Officers of      
Banner Life Insurance Company in the capacities and on the dates indicated.     

Signature                Title                              Date                

/s/ Mark A. Canter                                                              

David S. Lenaburg *      Chairman, President and            April 29, 1996      
Chief Executive Officer       

Gene R. Gilbertson       Senior Vice President,CFO          April 29, 1996      
Treasurer and Director        

/s/ Dewey D. Goodrich, Jr                                                       

Dewey D. Goodrich, Jr.   Director                           April 29, 1996      

/s/ Bentti O. Hoiska                                                            

/s/ Bentti O. Hoiska     Director                           April 29, 1996      

/s/ David J. Orr                                                                

David J. Orr             Senior Vice President              April 29, 1996      
and Director                  

/s/ Barbara A. Esau                                                             

Barbara A. Esau          Vice President and                 April 29, 1996      
Director                      
________________________________                                                
*  Signed by Mark A. Canter pursuant to a Power of Attorney signed by David S.  
Lenaburg on April 26, 1994 which is attached hereto as an exhibit.              

EX-99.1
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Exhibit Index                                                                   

Exhibit    Description of                                                       
No.         Exhibit                                                         

3. Opinion and Consent of Mark A. Canter, General Counsel of Banner Life        

6. Opinion and consent of David J. Orr, FIA, Senior Vice President and Chief    
Actuary of Banner Life                                                    

7. Consent of Messrs. Sutherland, Asbill & Brennan                              

8. Consent of Price Waterhouse                                                  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 485BPOS Filing		Date		First		Last			Other Filings
		4/26/94		2
		4/26/95		1		2
		4/29/96		2
Filed On / Filed As Of / Effective As Of		4/30/96
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