SEPARATE ACCOUNT VL OF FIRST VARIABLE LIFE INSURANCE CO, S-6EL24/A, 1996-11-15

SEPARATE ACCOUNT VL OF FIRST VARIABLE LIFE INSURANCE CO
S-6EL24/A, 1996-11-15

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-6
Registration Statement
Under

THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1

______________________
SEPARATE ACCOUNT VL
(Exact name of trust)

FIRST VARIABLE LIFE INSURANCE COMPANY
(Name of depositor)

10 POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(Complete address of depositor's principal executive offices)
_______________________

ARNOLD R. BERGMAN
Vice President - Legal & Administration
First Variable Life Insurance Company
10 Post Office Square
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
_____________________

Copy to:
DIANE E. AMBLER, ESQ.
Mayer, Brown & Platt
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

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__________________________________

Title and amount of securities being registered: interests under variable
universal life insurance policies.

Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.

Pursuant to paragraph (b)(2) of Rule 24f-2, Registrant need not file a Rul 24f-2
Notice for its fiscal year ended December 31, 1995 because it did not sell any
securities during that time.

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.

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CROSS-REFERENCE TABLE

Item No. in
Form N-8 B-2 Location
- ------------ --------

1, 2 Caption in Prospectus Cover, The Company, The Separate
Account

3 Inapplicable

4 Distribution and Other Agreements

5, 6 The Separate Account

7 Inapplicable

8 Financial Statements

9 Legal Proceedings

10 (a), (b), (c), Highlights, Surrenders and Partial Withdrawals, Withdrawal
(d), (e) Charges, Transfers Among Contract Options, Lapse and
Reinstatement, Determination of Account Value, Other
Provisions of the Contract, The Contract, Contract Options

10 (f) Voting Rights, Other Provisions of the Contract

10 (g), (h) Changes in Contract Options

10 (i) Mixed and Shared Funding, Contract Values and Benefits, Other
Provisions of the Contract

11, 12 Variable Investors Series Trust, Federated Insurance Series

13 Highlights, Charges and Expenses, Elimination and Reduction
of Charges and Expenses

14, 15 Application and Issuance of a Policy, Free Look Right,
Delayed Investment Start Date

16 Premiums, Allocation of Premiums, Determination of Account
Value

17 Surrenders and Partial Withdrawals, Payment of Proceeds

18 Taxation of the Company and the Separate Account,
Determination of Account Value, The Separate Account,
Contract Options, The Contract, Charges and Expenses

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19 Reports and Records, Advertising Practices, Other Provisions
of the Contract

20 See 10 (g) & 10 (h)

21 Preferred and Non-Preferred Loans, The Contract

22, 23, 24 Inapplicable

25 The Company

26 Inapplicable

27 The Company

28 Management of the Company

29 The Company

30, 31, 32, Inapplicable
33, 34

35 State Regulation

36 Inapplicable

37 Inapplicable

38, 39, 40, Distribution and Other Agreements, The Company
41 (a)

41 (b), 41 (c), Inapplicable
42, 43

44 Determination of Account Value

45 Inapplicable

46 Surrenders and Partial Withdrawals

47, 48, 49, 50 Inapplicable

51 Contract Benefits and Values

52 Changes in Contract Options

53 (a) Federal Tax Status

53 (b), 54, 55 Inapplicable

56, 57, 58 Inapplicable

59 Financial Statements

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Prospectus Dated:
CAPITAL ONE PAY VUL
A MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE CONTRACTS

Funded in
SEPARATE ACCOUNT VL

by
FIRST VARIABLE LIFE INSURANCE COMPANY

Marketing and Executive Office: Variable Service Center:
10 Post Office Square P.O.Box 1317
Boston, MA 02109 Des Moines, IA 50305-1317
(800) 845-0089

This prospectus describes the Capital One Pay VUL contract (the "Contract"),
a modified single premium variable life insurance contract offered by First
Variable Life Insurance Company ("the Company"). The Contracts provide for
life insurance coverage and for the accumulation of an Account Value. The
Contract requires the Owner to make an initial premium payment of at least
$10,000 and, subject to certain restrictions, permits additional premium
payments.

After a Contract is approved for issue by the Company, the premium for a
Contract may be allocated to the Company's segregated investment account
called Separate Account VL (the "Separate Account") or to the Company's Fixed
Account, which guarantees a minimum fixed rate of interest. The Separate
Account invests in selected portfolios of two mutual funds: Variable
Investors Series Trust ("VIST") and Federated Insurance Series ("FIS"). The
portfolios currently available under a Contract are: VIST High Income Bond,
VIST Multiple Strategies, VIST Common Stock, VIST U.S. Government Bond, VIST
Tilt Utility, VIST World Equity, VIST Growth & Income, VIST Small Cap and FIS
Prime Money Fund (the "Portfolios"). (See "Contract Options".) The Company
reserves the right, under certain circumstances, to delay the investment of
the initial premium payment in VIST Portfolios, but does not currently do so.
(See "Allocation of Premiums".)

There is no guaranteed minimum Account Value for a Contract which is funded
through the Separate Account. The Death Benefit may, and the Account Value
will, vary up or down to reflect the investment experience of the Portfolios to
which premiums have been allocated. The Death Benefit, however, will never be
less than the Face Amount of the Contract. The Owner bears the investment risk
for all amounts allocated to the Portfolios.

An investment in a Contract is not a deposit or obligation of, or rally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other agency. An investment in the Contract is subject to risk
that may cause the value of the Owner's investment to fluctuate, and when the
Contract is surrendered, the value may be higher or lower than the premium
payment.

Each Contract is a "modified endowment contract" for federal income tax
purposes, except in certain cases. A loan, distribution or other amount
received under a modified endowment contract during the life of the Insured
will be taxed in a manner similar to an annuity. Death benefits under a
modified endowment contract, however, are generally not subject to federal
income tax, except in certain cases. (See "Federal Tax Status".)

It may not be advantageous to replace existing insurance with the Contracts
described in this prospectus.

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

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
VARIABLE INVESTORS SERIES TRUST AND FEDERATED INSURANCE SERIES. ALL
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

<PAGE>

TABLE OF CONTENTS

DEFINITIONS...................................................... 4
HIGHLIGHTS....................................................... 6
THE COMPANY...................................................... 9
THE SEPARATE ACCOUNT............................................. 10
CONTRACT OPTIONS................................................. 10
Variable Investors Series Trust................................ 10
Federated Insurance Series..................................... 12
Fixed Account Option........................................... 13
Transfers Among Contract Options............................... 13
General Requirements....................................... 13
Systematic Transfers - Dollar Cost Averaging.................. 14
Asset Rebalancing Program................................... 15
Restrictions on Transfers.................................. 15
Automatic Transfers of Small Accounts...................... 15
Changes in Contract Options.................................... 16
Mixed and Shared Funding....................................... 16
CHARGES AND EXPENSES............................................. 16
Monthly Deductions............................................. 17
Administrative Charge...................................... 17
Maintenance Fee............................................ 17
Distribution Charge........................................ 17
Premium Tax Charge......................................... 17
Federal Tax Charge......................................... 18
Cost of Insurance.......................................... 18
Daily Deductions.............................................. 18
Mortality and Expense Risk Charge.......................... 18
Transfer Fee.................................................. 19
Withdrawal Charges............................................ 19
Application of the Withdrawal Charges...................... 19
Waiver of Withdrawal Charges............................... 20
Sales Charge............................................... 20
Unreimbursed Premium Tax Charge............................ 21
Other Charges and Expenses.................................... 21
Fund Expenses.............................................. 21
Income Taxes............................................... 21
Special Service Fees........................................ 21
Elimination and Reduction of Charges and Expenses........... 21
THE CONTRACT...................................................... 22
Application and Issuance of a Contract.......................... 22
Free Look Right............................................... 23
Premiums....................................................... 23
Allocation of Premiums......................................... 24
Delayed Investment Start Date.................................. 24

CONTRACT VALUES AND BENEFITS...................................... 24
Death Benefit.................................................. 24
Additional Benefits By Rider................................... 26
Acceleration of Death Benefit Rider............................ 26
Determination of Account Value................................. 26
Preferred and Non-Preferred Loans.............................. 27
Surrenders and Partial Withdrawals............................. 28
Maturity Proceeds.............................................. 29
Lapse and Reinstatement........................................ 29

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Payment of Proceeds............................................ 29
Tax Withholding................................................ 30
Optional Annuity Payment Options............................... 30
Right to Exchange for a Fixed Benefit Contract................. 31
OTHER PROVISIONS OF THE CONTRACT.................................. 31
Suicide Exclusion.............................................. 31
Representations and Contestability............................. 32
Misstatement of Age or Sex..................................... 32
Owner and Beneficiary.......................................... 32
Assignments.................................................... 32
Reports and Records............................................ 33
Voting Rights.................................................. 33
Suspension of Payments and Transfers........................... 34
Nonparticipation in the Company Dividends...................... 34
DISTRIBUTION AND OTHER AGREEMENTS................................. 34
SAFEKEEPING OF ASSETS............................................. 35
MANAGEMENT OF THE COMPANY......................................... 35
FEDERAL TAX STATUS................................................ 37
General........................................................ 37
Taxation of the Company and the Separate Account............... 37
Life Insurance and Modified Endowment Contract Definitions..... 37
Income Tax Treatment of Contract Benefits...................... 38
Diversification Requirements................................... 39
ADVERTISING PRACTICES............................................. 40
LEGAL MATTERS..................................................... 41
State Regulation............................................... 41
Legal Proceedings.............................................. 41
EXPERTS........................................................... 41
REGISTRATION STATEMENT............................................ 42

APPENDICES

APPENDIX A: ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES, CASH
SURRENDER VALUES AND ACCUMULATED VALUE OF THE PREMIUM............. A-1
APPENDIX B: FINANCIAL STATEMENTS................................. B-1

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DEFINITIONS

Account - The Fixed Account and/or one or more of the Sub-Accounts of the
Separate Account.

Account Value - The sum of the amounts attributable to a Contract that are:
(a) in the Separate Account; (b) in the Fixed Account; and, if there is an
outstanding Contract loan, (c) in the Loan Account.

Accumulation Unit - A unit of measure used to calculate the Account Value of
a Sub-Account of the Separate Account.

Accumulation Unit Value or AUV - The value of an Accumulation Unit on a
Business Day.

Age - The attained age of the Insured on the date for which age is being
determined.

Beneficiary - The person(s) or entity who will receive the Death Benefit.

Business Day - Each day the New York Stock Exchange is open for trading,
which is Monday through Friday, except for the following holidays: New Year's
Day, President's Day, Good Friday, Memorial Day, July Fourth, Labor Day,
Thanksgiving Day, Christmas Day.

Cash Surrender Value - The amount available upon surrender of the Contract,
which is equal to the Contract's Account Value reduced by any outstanding
Contract loan and accrued interest; and reduced by any applicable Withdrawal
Charges.

Code - The Internal Revenue Code of 1986, as amended.

Company - First Variable Life Insurance Company.

Contract Anniversary - An anniversary of the Contract Date.

Contract Date - The date the provisions of the Contract take effect, as shown
on the Owner's Contract data page. Contract Months and Contract Years are
measured from this date.

Contract Option - The Fixed Account or any of the Sub-Accounts of the
Separate Account which can be selected by the owner of a Contract.

Contract Year - Each 12-month period beginning on the Contract Date.

Death Benefit - The Death Benefit is the amount of insurance provided under a
Contract on the life of an Insured.

Death Benefit Proceeds - The amount payable on the death of the Insured.
This amount is the Death Benefit less Indebtedness.

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Distributor - First Variable Capital Services, Inc., 10 Post Office Square,
Boston, MA 02109.

Fixed Account - The Fixed Account is the non-loaned portion of the Contract's
Account Value that is part of the Company's general account. The Fixed
Account provides guarantees of principal and interest and is not part of the
Separate Account.

Funds - Variable Investment Series Trust and Federated Insurance Series, each
of which is an open-end management investment company in which the Separate
Account invests.

Guideline Premium - A hypothetical amount used to determine the Death Benefit
under a Contract. The Guideline Premium for the Contract under the guideline
premium test is the maximum amount permitted to be paid for insurance
coverage with respect to the single guideline premium selected by the Owner
multiplied by the applicable death benefit percentage under the guideline
premium test in section 7702 of the Code.

Indebtedness - All amounts owed to the Company by an Owner for loans on the
Contract plus interest due or accrued on the loans.

Insured - The person on whose life the Contract is issued.

Loan Account - An account which is established in the Company's general
account for any amounts requested for loans. Account Value equal to the
amounts loaned are transferred to the Loan Account from the Fixed Account and
the Separate Account when the loans are made by the Company. Amounts in the
Loan Account are credited with interest.

Maturity Date - The Contract Anniversary on or following the Insured's 100th
birthday.

Net Investment Experience - For any period, the Net Investment Experience of
a Sub-Account of the Separate Account is the investment experience of the
underlying Portfolio for the same period, reduced by the amount of charges
against the Sub-Account for that period.

Owner - The person entitled to all the ownership rights under a Contract.
The initial owner is stated on the application for a Contract, and may be
later changed as the Contract provides.

Portfolio - A Fund's separate and distinct class of shares that is available
as an underlying investment under a Contract.

Separate Account - A separate investment account of the Company, designated
as Separate Account VL.

Sub-Account - A segment of the Separate Account which invests in a specified
Portfolio of the Funds.

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Valuation Period - The period of time between the close of one Business Day
and the close of business for the next succeeding Business Day.

Variable Service Center - The Company's administrative service center for the
Contracts is located at 1206 Mulberry Street, Des Moines, IA 50309.

HIGHLIGHTS

This prospectus describes Contracts issued by the Company that provide
modified single premium life insurance. Death Benefits and Account Value
under these Contracts are "variable" and will reflect the Net Investment
Experience of the Contract Option and Portfolios chosen by the Owner. If the
Fixed Account is available in the Owner's state, it may be used to fund all
or part of a Contract's Account Value. The Fixed Account, which is part of
the Company's general account, provides guarantees of principal and interest.
For a description of the Fixed Account, see "Fixed Account Option" which
appears later in this prospectus.

The following is a brief listing of the basic features of the Contract.
These and other features of the Contract are explained in detail throughout
the prospectus. The Owner should be sure to read the prospectus and the
prospectuses of the Funds for more complete information.

The Contract requires payment of a single premium on or before the Contract
Date. Additional amounts may be paid thereafter, subject to certain
restrictions, as long as the Contract meets the definition of a life
insurance contract under the Code.

The Contracts are designed to be "modified endowment contracts" under section
7702A of the Code. Under current federal income tax law, pre-death
distributions under the Contracts, including loans and assignments, will be
included in income on an income first basis, and a 10% penalty tax will be
imposed on income distributed before the Owner attains age 59-1/2. (See
"Federal Tax Status".)

Death Benefit Proceeds paid to the beneficiary under the Contract are
generally not subject to federal income tax. Under current law,
undistributed increases in Account Value are not taxable to the Owner. (See
"Federal Tax Status".)

Generally, a Contract may be issued to cover an Insured from the age of one
to 80 and, if the Company consents, to an Insured from the age of 81 to 85.
All persons must meet the Company's underwriting and other criteria for
issuance. The Contracts are not available to employee benefit plans qualified
under Section 401 of the Code, except with the Company's consent.

In many respects the Contracts are similar to traditional fixed-benefit

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whole life insurance. Like fixed-benefit whole life insurance, the Contracts
provide for a Death Benefit, an Account Value, and loan privileges. However,
the Contracts differ from fixed-benefit whole life insurance in that the
Death Benefit and Account Value may increase or decrease to reflect the
investment performance of the Contract Options to which the Account Value is
allocated.

Owners have the right to return the Contract according to the terms of its
"free-look" right. The Company reserves the right to delay the initial
investment of the premium payment in the selected Contract Options in certain
instances, but it does not currently do so. (See "Delayed Investment Start
Date.")

Within 24 months after the Contract Date, the Owner has a right to transfer
all of the Account Value in the Sub-Accounts to the Fixed Account. (See
"Right to Exchange for a Fixed Benefit Contract.")

The Contracts provide for a Death Benefit determined by treating the initial
premium as equal to 100% of the "guideline single premium" on the Contract
Date. After the Contract Date, the Death Benefit is determined monthly based
upon the Account Value at that time multiplied by a specified percentage.
Upon the death of the Insured, the Company will pay the Death Benefit
Proceeds to the beneficiary. (See "Death Benefit Proceeds".)

After the free look period, the Account Value may be transferred among the
Sub-Accounts. The Company currently allows 12 transfers per Contract Year
without the imposition of a Transfer Fee, with certain exceptions. Transfers
and allocations involving the Fixed Account are subject to certain limits.
(See "Transfers Among Contract Options" and "Fixed Account Option".)

Under certain circumstances, a $10 Transfer Fee may be assessed when an Owner
transfers Account Value from one Sub-Account to another Sub-Account or to or
from the Fixed Account. (See "Charges and Deductions".)

A loan privilege is available under the Contract. Surrenders and partial
withdrawal features are also available and may be subject to withdrawal
charges, discussed below. (See "Preferred and Non-Preferred Loans" and
"Surrenders and Partial Withdrawal".)

The Account Value of the Contract will vary daily based on, among other
things, the Net Investment Experience of the Sub-Accounts to which amounts
have been allocated and the amount of interest credited to any of the
Contract's Account Value in the Fixed Account. (See "Account Value",
"Charges and Expenses", "Premiums", "Preferred and Non-Preferred Loans",
"Surrenders and Partial Withdrawal" and "Fixed Account Option".)

The portion of the Account Value invested in the Sub-Accounts is not
guaranteed and Owners bear the investment risk on this portion of the Account
Value. (See "Account Value".)

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A Sales Charge of up to 7.5% of premium(s) and an Unreimbursed Premium Tax
Charge of up to 2.25% of premium(s) may be deducted for a surrender or
withdrawal of all or a portion of the Account Value. These Withdrawal
Charges will also apply if the Account Value is applied to an optional
annuity payment option within five years of the Contract Date. (See "Payment
Options" ___ .) No Withdrawal Charges will be taken on a partial withdrawal
in any Contract Year unless the amount withdrawn exceeds the annual Free
Withdrawal Amount. The annual Free Withdrawal Amount is equal to 15% of the
premium payment(s). The Withdrawal Charges decrease each Contract Year to 0
at the end of Contract Year 9. (See "Withdrawal Charges" ___ .)

The following monthly charges are deducted from the Contract's Account Value:

.40% on an annual basis for administrative expenses (See
"Administrative Charge.");

a $2.50 Maintenance Fee during the Accumulation Period from Contracts
with an Account Value of less than $100,000 (See "Maintenance Fee.");

.40% on an annual basis for the first 10 Contract Years and then
.55% on an annual basis for the Cost of Insurance, based on the
current scale that is not guaranteed (See "Cost of Insurance"); and

for the first ten Contract Years:

.20% on an annual basis for distribution expenses (See
"Distribution Charge.");

.25% on an annual basis for premium tax expenses (See "Premium
Tax Charge."); and

.20% on an annual basis for federal tax expense (See "Federal
Tax Charge.").

A daily charge is deducted from the Separate Account assets equal to:

.90% on an annual basis for the mortality and expense risk charge
(See "Mortality and Expense Risk Charge.").

Underlying shares of the Portfolios of Variable Investors Series Trust
("VIST") and Federated Insurance Series ("FIS") are purchased at net asset
value, which reflects [ ] investment management fees, other operating
expenses and any expense reimbursement paid by an investment adviser to the
applicable Portfolio. [ ] The total annual expenses of the Portfolios as a
percentage of average net assets for the year ended December 31, 1995 were:

OTHER OPERATING
MANAGEMENT EXPENSES (AFTER TOTAL ANNUAL
PORTFOLIO FEES REIMBURSEMENT) EXPENSES
--------- ---------- --------------- -------------

VIST Common Stock .70% .47% 1.17%
VIST Growth & Income .75% .50% 1.25%
VIST High Income Bond .70% .50% 1.20%
VIST Multiple Strategies .70% .50% 1.20%
VIST Small Cap .85% .50% 1.35%
VIST Tilt Utility .65% .50% 1.15%
VIST U.S. Government Bond .60% .25% .85%
VIST World Equity .70% .50% 1.20%
Federated Prime Money
Fund II .55% .25% .80%

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First Variable Advisory Services Corp., the investment adviser to VIST, has
agreed through April 1, 1997 to reimburse VIST for all operating expenses
(exclusive of management fees) in excess of .50% of a VIST Portfolio's
average net assets (.25% in the case of the VIST U.S. Government Bond
Portfolio). Had this investment adviser not reimbursed expenses of the VIST
Portfolios, for the year ended December 31, 1995, the VIST annual expenses,
as a percentage of the Portfolio's average assets, were 1.19% for the VIST
Common Stock Portfolio; 2.04% for the VIST High Income Bond Portfolio; 1.33%
for the VIST Multiple Strategies Portfolio; 1.51% for the VIST Tilt Utility
Portfolio; 1.50% for the VIST U.S. Government Bond Portfolio; and 1.67% for
the VIST World Equity Portfolio. Federated Advisors, the investment adviser
for FIS has voluntarily agreed to waive any portion of its fee and/or
reimburse certain operating expenses of FIS in excess of .80% of the FIS
Prime Money Fund II Portfolio's average net assets, but can modify or
terminate this voluntary agreement at any time at its sole discretion. Had
this investment adviser not waived expenses and/or reimbursed expenses of the
FIS Prime Money Fund II Portfolio for the year ended December 31, 1995, the
annual expenses, as a percentage of the Portfolio's average assets, were
3.49%.

The management fees and other expenses are more fully described in the
prospectuses for each of the underlying Funds.

THE COMPANY

First Variable Life Insurance Company ("the Company") is a stock life
insurance company which was organized under the laws of the State of Arkansas
in 1968. The Company is principally engaged in the annuity business. The
Company is licensed in 49 states, the District of Columbia and the U.S.
Virgin Islands. The Company is a wholly-owned subsidiary of Irish Life of
North America, Inc., ("ILoNA") which in turn is beneficially owned by Irish
Life plc ("Irish Life"). ILoNA also owns Interstate Assurance Company
("Interstate") of Des Moines, Iowa. Irish Life was formed in 1939 through a
consolidation of a number of Irish and British Life offices transacting
business in Ireland. In terms of assets, Irish Life controls over 50% of the
Irish domestic life insurance market. As Ireland's leading institutional
investor, it owns in excess of 10% of the leading Irish publicly traded
stocks. Irish Life, through its international subsidiaries, conducts
business in Ireland, the United Kingdom, the United States, and France. As of
the end of 1995, the Irish Life consolidated group had in excess of $11
billion in assets. ILoNA is a Delaware corporation, incorporated as Carrig
International, Inc. in 1986, which is the holding company of Interstate and
the Company.

The Company has an A- (Excellent) rating from A.M. Best, an independent firm
that analyzes insurance carriers. This rating is assigned to companies that
have a strong ability to meet obligations to policy holders over a long
period of time. The Company also has an AA- rating from Standard and Poor's
and an AA rating from Duff & Phelps Credit Rating Co. on claims paying
ability. The financial strength of the Company may be relevant with respect
of the Company's ability to satisfy its Fixed Account obligations under the
Contracts.

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THE SEPARATE ACCOUNT

The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Arkansas insurance law on March 6, 1987.
This account has been designated Separate Account VL (the "Separate
Account"). The Company has registered the Separate Account with the
Securities and Exchange Commission ("SEC") as a unit investment trust
pursuant to the provisions of the Investment Company Act of 1940. Such
registration does not involve supervision by the SEC of the management of the
Separate Account or the Company.

The assets of the Separate Account are the property of the Company. However,
the assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with
the Contracts, credited to or charged against the Separate Account without
regard to other income, gains or losses of the Company.

The Company's obligations arising under the Contracts are general obligations.

The Separate Account meets the definition of a "separate account" under the
federal securities laws.

The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Portfolio of a selected Fund. Owners bear the
complete investment risk for premium payments and Account Value allocated or
transferred to a Sub-Account. Account Values fluctuate in accordance with
the investment performance of the Sub-Account(s) and reflect the imposition
of the fees and charges assessed under a Contract.

CONTRACT OPTIONS

Owners of a Contract may allocate premium payments and Account Value to one
or more Sub-Accounts of the Separate Account and to the Fixed Account.

Each Sub-Account invests exclusively in a Portfolio of a selected Fund. A
brief summary of the Funds and the investment objectives of the currently
available Portfolios is set forth below. More comprehensive information,
including a discussion of potential risks, is found in the current
prospectuses for the Funds, which are included with this prospectus. The
prospectuses for the Funds may describe other portfolios that are not
available under a Contract. THERE IS NO ASSURANCE THAT THE AVAILABLE
PORTFOLIOS WILL ACHIEVE THEIR STATED OBJECTIVES. Investors should read this
prospectus and the prospectuses for the Funds carefully before investing.

Variable Investors Series Trust

Variable Investors Series Trust ("VIST") is an open-end management investment
company that was formed as a series trust to provide funding options for
variable life insurance and variable annuity contracts.

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Effective April 1, 1994, VIST retained First Variable Advisory Services Corp.
("FVAS") to manage its assets. FVAS is a wholly-owned subsidiary of the
Company and retains the services of sub-advisers under agreements to manage
the assets of the VIST Portfolios. The sub-advisers for the VIST Portfolios
currently available under a Contract are: Value Line, Inc. with respect to
VIST Common Stock and VIST Multiple Strategies Portfolios; Warburg, Pincus
Counsellors, Inc. with respect to VIST Growth & Income Portfolio; Federated
Investment Counseling with respect to VIST High Income Bond Portfolio;
Pilgrim Baxter & Associates, Ltd. with respect to VIST Small Cap Portfolio;
State Street Bank and Trust Company with respect to VIST Tilt Utility
Portfolio; Strong Capital Management, Inc. with respect to VIST U.S.
Government Bond Portfolio; and Keystone Investment Management Company with
respect to VIST World Equity Portfolio.

Each Portfolio has a distinct investment objective and policy. The
investment objectives of the Portfolios available under a Contract are:

VIST Common Stock. The investment objective of this Portfolio is capital
growth, which it seeks to achieve through a policy of investing primarily in
a diversified portfolio of common stocks and securities convertible into or
exchangeable for common stock. The secondary objective is current income,
when consistent with its primary objective.

VIST Growth & Income. The investment objective of this Portfolio is to
provide current income and growth of capital. The Portfolio seeks to achieve
its objectives by investing in equity securities, fixed income securities and
money market instruments. The portion of the Portfolio invested at any given
time in each of these asset classes will vary depending on market conditions,
and there may be extended periods when the Portfolio is primarily invested in
one of them. In addition, the amount of income derived from the Portfolio
will fluctuate depending on the composition of the Portfolio's holdings and
will tend to be lower when a higher portion of the Portfolio is invested in
equity securities. The Portfolio may also purchase without limitation
dollar-denominated American Depository Receipts ("ADRs"). ADRs are issued by
domestic banks and evidence ownership of underlying foreign securities.

VIST High Income Bond. The investment objective of this Portfolio is to
obtain as high a level of current income as is believed to be consistent with
prudent investment management. As a secondary objective, the Portfolio seeks
capital appreciation when consistent with its primary objective. The
Portfolio seeks to achieve its investment objectives by investing primarily
in fixed income securities rated lower than A. Many of the high yield
securities in which the Portfolio may invest are commonly referred to as
"junk bonds." For special risks involved with investing in such securities
(including among others, risk of default and illiquidity) see "Investment
Objectives and Policies of the Portfolios -- High Income Bond Portfolio" in
the VIST prospectus.

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<PAGE>

VIST Multiple Strategies. The investment objective of this Portfolio is to
seek as high a level of total return over an extended period of time as is
considered consistent with prudent investment risk by investing in equity
securities, bonds, and money market instruments in varying proportions.

VIST Small Cap. The investment objective of this Portfolio is to seek
capital appreciation. The Portfolio will invest, under normal conditions, at
least 65% of its total assets in securities of companies with small
capitalization (market capitalization or annual revenues under $1 billion at
the time of purchase).

VIST Tilt Utility. The investment objective of this Portfolio is to seek
capital appreciation and current income by investing in a diversified
portfolio of common stock and income securities issued by companies engaged
in the utilities industry ("Utility Securities"). Under normal market
conditions, at least 80% of the Portfolio's assets will be invested in
Utility Securities. The Portfolio is intended to achieve investment returns
that are higher than the Standard & Poor's Utilities Index with equivalent
risk, diversification and price volatility.

VIST U.S. Government Bond. The investment objective of this Portfolio is to
seek current income and preservation of capital through investment primarily
in securities issued or guaranteed as to principal and interest by the U.S.
Government or by its agencies, authorities, or instrumentalities.

VIST World Equity. The investment objective of this Portfolio is to maximize
long-term total return by investing primarily in common stocks, and
securities convertible into common stocks, traded in securities markets
located in countries around the world, including the United States. See
"Foreign Investments" under "Policies and Techniques Applicable to all
Portfolios" in the VIST prospectus for a discussion of the risks involved in
investing in foreign securities.

Federated Insurance Series

Federated Insurance Series ("FIS") is an open-end investment management
company that was formed as a series trust to provide funding options for
variable life insurance and variable annuity contracts. Pursuant to an
investment advisory contract, investment decisions for FIS are made by
Federated Advisers, an affiliate of Federated Investment Counseling.
Federated Securities Corp. is the principal distributor for shares of FIS
Prime Money Fund Portfolio.

FIS Prime Money Fund II. The investment objective of the Portfolio is to
provide current income consistent with stability of principal and liquidity.
The Portfolio pursues its investment objective by investing exclusively in
money market instruments maturing in 397 days or less. An investment in the
FIS Prime Money Fund II Portfolio is neither insured nor guaranteed by the
U.S. Government.

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<PAGE>

Fixed Account Option

This Prospectus is generally intended to describe the Contract and Separate
Account. Because of certain exemptive and exclusionary provisions, interests
in the Fixed Account are not registered under the Securities Act of 1933 and
the Fixed Account is not registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of these Acts,
and the Company has been advised that the staff of the SEC has not reviewed
the disclosures in the Prospectus relating to the Fixed Account.

The Company guarantees that it will credit interest to Account Values in the
Fixed Account at a minimum rate of 3% per year. Additional amounts of
"current" interest may be credited by the Company in its sole discretion.
Additional premium payments allocated to the Fixed Account may receive a
different current interest rate than the current interest rate credited to
amounts transferred from the Separate Account. Account Values existing in
the Fixed Account may receive a different current interest rate than the
current interest rate(s) credited on additional premium payment allocations
and Separate Account transfers. The Company determines current interest
rates in advance, and credits interest daily to Fixed Account value.

Transfers Among Contract Options

An Owner may transfer Account Value among Contract Options up to 12 times
each Contract Year without a Transfer Fee, prior to the election of an
optional annuity payment option. After that, a Transfer Fee of $10 is
deducted for each transfer. Systematic transfers of Account Value approved
by the Company are not taken into account in determining any Transfer Fee.
(See "Systematic Transfers" below and "Charges and Deductions -- Transfer
Fee".)

Prior to the Maturity Date, Account Value to be transferred from the Fixed
Account to other Contract Options in any Contract Year may only be requested
within 30 days of the Contract Anniversary and may not exceed: for transfers
during the first Contract Year, 25% of the Fixed Account Value on the
Contract Date; or for transfers after the first Contract Year, the greater of
25% of the Fixed Account Value on the immediately preceding Contract
Anniversary or 100% of the Fixed Account Value transferred to other Contract
Options during the immediately preceding Contract Year.

Under an optional annuity payment option, the Owner may make a transfer from
one or more Sub-Accounts to other Sub-Accounts or to the Fixed Account only
once each Contract Year and no transfers will be permitted from the Fixed
Account to the Separate Account. Amounts transferred from a Sub-Account to
the Fixed Account are subject to certain procedures set out in the Contract.

General Requirements. All transfers are subject to the following:

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<PAGE>

If applicable, the Transfer Fee will be deducted from Account Value remaining
in the Sub-Account or Fixed Account from which the transfer is made.
However, if the entire interest in a Sub-Account or the Fixed Account is
being transferred, the Transfer Fee will be deducted from the amount which is
transferred.

The minimum amount which may be transferred is the lesser of (a) $1,000; or
(b) the Owner's entire interest in the applicable Sub-Account or Fixed
Account.

Any transfer instruction must clearly specify the amount which is to be
transferred and the Contract Options which are to be affected.

The Company reserves the right at any time and without prior notice to any
party to modify, suspend or terminate the transfer privileges including, but
not limited to, the description in "Suspension of Payments and Transfers".

All Sub-Account transfer requests made at the same time will be treated as a
single request. The transfer will be effective as of the date when the
Company receives the transfer request at its Variable Service Center.

The Owner may request a Sub-Account transfer, or reallocation of future
premium by written request (which may be telecopied) to the Variable Service
Center. To request a transfer or reallocation by telephone, the Owner should
contact the registered representative or contact the Variable Service Center
at 1-800-845-0589. Requests for transfers or reallocations by telephone will
be automatically permitted. The Company will use reasonable procedures such
as requiring certain identifying information from the caller, tape recording
the telephone instructions, and providing written confirmation of the
transaction, in order to confirm that instructions communicated by telephone
are genuine. Any telephone instructions reasonably believed by the Company
to be genuine will be the Owner's responsibility, including losses arising
from any errors in the communication of instructions. As a result of this,
the Owner will bear the risk of loss. If the Company does not employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine, the Company may be liable for any losses due to dishonored or
fraudulent instructions.

Systematic Transfers - Dollar Cost Averaging. The Company permits systematic
transfers, such as dollar cost averaging, that an Owner may elect by written
request. Through systematic transfers, designated amounts are transferred
each month or quarter from a selected Contract Option to other pre-selected
Contract Options. The dollar cost averaging program permits transfers from
the Prime Money Fund Sub-Account or the Fixed Account to other Sub-Account(s)
on a regular scheduled basis. Through use of systematic transfers, instead
of transfers of the total Account Value at one particular time, an Owner may
be less susceptible to the impact of market fluctuations. Systematic
transfers prevent investing too much when the price of shares is high and too
little when the price of shares is low. However, since systematic transfers,
such as dollar cost averaging

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<PAGE>

involve continuous investment regardless of fluctuating price levels, the
purchaser should consider his ability to continue purchases through periods
of low price levels. The minimum amount which may be transferred at any time
is $250. The Company may require a minimum amount of Account Value before
permitting systematic transfers. The amount required for dollar cost
averaging from the Prime Money Fund Sub-Account or from the Fixed Account is
$6,000.

All systematic transfers are made on the same day of each month or quarter
(or the next Business Day if the same day of the month or quarter is not a
Business Day.) If the Owner is participating in the dollar cost averaging
program, the transfers are not taken into account in determining any Transfer
Fee.

ASSET REBALANCING PROGRAM. The Company administers an asset rebalancing
program that an Owner may elect by written request to the Company at its
Variable Service Center. The asset rebalancing program enables the Owner to
indicate to the Company the percentage levels of Account Value he or she
would like to maintain in particular Sub-Accounts. On the last Business Day
of each Contract Quarter, the Account Value will be automatically rebalanced
to maintain the indicated percentages by transfers among the Sub-Accounts.
All Account Value allocated to the Sub-Accounts must be included in the asset
rebalancing program. Other investment programs, such as systematic transfers
and systematic withdrawals, or other transfers or withdrawals may not work in
concert with the asset rebalancing program. Therefore, Owners should monitor
their use of these programs and other transfers or withdrawals while the
asset rebalancing program is being used.

Restrictions on Transfers. Programmed or other frequent requests to transfer
among Contract Options by, or on behalf of, an Owner may have a detrimental
effect on the Fund share values held in the Separate Account. The Company
may therefore limit the number of permitted transfers in any Contract Year,
or refuse to honor any transfer request for an Owner or a group of Owners if
it is informed that the purchase or redemption of shares of one or more of
the Portfolios is to be restricted because of excessive trading, or if a
specific transfer or group of transfers is deemed to have a detrimental
effect on AUV or Portfolio share prices.

The Company may also at any time suspend or cancel its acceptance of third
party authorizations on behalf of an Owner; or restrict the Contract Options
that will be available for such transfers. Notice will be provided to the
third party in advance of the restrictions. The restrictions will not be
imposed, however, if the Company is given satisfactory evidence that: (a) the
third party has been appointed by the Owner to act on the Owner's behalf for
all financial affairs; or (b) the third party has been appointed by a court
of competent jurisdiction to act on the Owner's behalf.

Automatic Transfers of Small Accounts. The Company reserves the right,

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<PAGE>

subject to any applicable law, to transfer Contract Value from any Contract
Option if less than $250, to the Contract Option with the highest Contract
Value. (See "The Contract--Minimum Value Contract Requirements".)

Changes in Contract Options

New Sub-Accounts may be established and additional portfolios or mutual funds
may be made available by the Company when, in its sole discretion, it
determines that conditions so warrant. Any new Sub-Accounts may be made
available to existing Owners on a basis to be determined by the Company.
Each additional Sub-Account will purchase shares in another portfolio of a
Fund, or in another mutual fund or investment vehicle.

The Company does not guarantee that continued purchase of Portfolio shares
will remain appropriate in view of the purposes of the Separate Account. If
shares of a Portfolio are no longer available for investment by the Separate
Account or if, in the judgment of the Company, further investment in the
shares should become inappropriate in view of the purpose of the Contracts,
the Company may substitute shares of another portfolio, or mutual fund for
shares already purchased or to be purchased in the future. The Company also
may, in its discretion, remove Portfolios for transfers or new investments.
No substitution of securities may take place without prior approval of the
SEC and under the requirements it may impose.

Mixed and Shared Funding

Shares of VIST and FIS Prime Money Fund II are sold to the Company for
allocation to the Separate Account in connection with the Contracts, and for
allocation to other separate accounts funding variable annuity contracts and
other variable life insurance contracts issued, or to be issued, by the
Company. Shares of VIST and FIS Prime Money Fund II may also be sold to
other insurance companies, either affiliated or unaffiliated with the
Company, for the same purpose. It is conceivable that, in the future, it may
be disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in one or more of the VIST Portfolios or
FIS Prime Money Fund II simultaneously if the interests of variable life
insurance and variable annuity contract owners differ. The boards of
trustees of VIST and FIS Prime Money Fund II and the participating insurance
companies intend to monitor events to identify any material irreconcilable
conflicts which may arise and to determine what action, if any, should be
taken in response.

CHARGES AND EXPENSES

Various charges and deductions are made from the Account Value and the
Separate Account. These are:

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<PAGE>

Monthly Deductions

On the first day of each Contract month, the Company will deduct an amount to
cover charges and expenses incurred in connection with the Contract.

Generally, this monthly deduction will be made by subtracting values from the
Fixed Account and/or canceling Accumulation Units from each applicable
Sub-Account in the ratio that the value of each Contract Option bears to the
total Account Value for a Contract. The amount of the monthly deduction will
vary from month to month. If the Account Value is not sufficient to cover
the monthly deduction which is due, the Contract may lapse. (See "Lapse and
Reinstatement".) The monthly deductions are comprised of the following
charges:

Administrative Charge

The Company makes a monthly deduction for an Administrative Charge. This
charge is equal to an annual rate of 0.40% multiplied by the account value.
This charge, together with the Maintenance Fee (see below), reimburses the
Company for its expenses for items such as the cost of processing Contract
transactions, issuing Owner statements and reports, and record keeping, as
well as legal, actuarial, systems, mailing and other overhead costs connected
with the Company's variable life insurance operations. The Administrative
Charge has been designed to cover actual costs and is not intended to produce
a profit.

Maintenance Fee

The Company will make a deduction of $2.50 from any Contract with less than
$100,000 in Account Value to cover charges and expenses incurred in
connection with the Contract.

The Administrative Charge and Maintenance Fee are to reimburse the Company
for expenses related to issuance and maintenance of the Contracts. The
Company does notintend to profit from these charges.

Distribution Charge

During the first 10 Contract Years, the Company makes a monthly deduction to
compensate for a portion of the sales expenses which are incurred by the
Company with respect to the Contracts. This charge is equal to an annual rate
of 0.20% multiplied by the Account Value. The Company will monitor
distribution charges, federal tax charges and the sales charge portion of the
Withdrawal Charges deducted under a Contract to ensure that the sum of these
charges will never exceed 9% of the premium payments made under the Contract.

Premium Tax Charge

During the first 10 Contract Years, the Company makes a monthly deduction to
offset the average premium tax the Company is expected to pay to various
states and local jurisdictions but will not necessarily equal the premium
taxes paid by the Company with respect to a particular Contract. This charge
is equal to an annual rate of 0.25% multiplied by the Account Value. The
Company expects to pay an average

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<PAGE>

premium tax of approximately $2,500 on $100,000 of premiums for all states,
although such tax rates can generally range from 0% to 4%. The Company does
not intend to profit from these charges.

Federal Tax Charge

During the first 10 Contract Years, the Company makes a monthly deduction to
compensate the Company for the increase in federal tax liability from the
application of Section 848 of the Code. This charge is equal to an annual rate
of 0.20% multiplied by the Account Value as of each Monthly Anniversary. The
Company currently treats this federal tax charge as if it were a sales load
for purposes of determining compliance with maximum sales loads permitted under
SEC rules.

Cost of Insurance

The Company will make a monthly deduction for the cost of providing life
insurance coverage for the Insured. This charge is guaranteed not to exceed
the maximum cost of insurance charge determined on the basis of the mortality
table guaranteed in the Contract, calculated, for standard issues, using the
1980 Commissioner's Standard Ordinary Mortality tables, Age Last Birthday
("1980 CSO"). The maximum cost of insurance charge for substandard issues are
based on multiples or additives to the guaranteed standard rates established
by the 1980 CSO. These mortality tables are sex distinct and the guaranteed
cost of insurance charge may vary by the attained age, sex and underwriting
class of the Insured.

Currently, a cost of insurance charge is taken that is less than the maximum
cost of insurance charge where an Insured is determined by the Company to be
a standard nonsmoker underwriting risk. This monthly charge is equal to an
annual rate of 0.40% of Account Value and is not guaranteed. For Contract
Years 11 and later, this monthly charge is anticipated to be increased to an
annual rate of 0.55% of Account Value.

Daily Deductions

Each Business Day, the Company will deduct charges which are equal to a
percentage of the daily net assets in each Sub-Account of the Separate Account
for this class of Contract. The daily charges are comprised of the following
charges:

Mortality and Expense Risk Charge

The Company makes a daily deduction for the Mortality and Expense Risk
Charge, which is equal to 0.90%, on an annual basis, of the daily net assets
in each Sub-Account. The mortality risk assumed under the Contract is that
the Insured may live for shorter periods of time than the Company estimated
when it guaranteed the maximum level of insurance charges in the Contract.
The expense risk assumed is that the actual expenses incurred in issuing and
administrating the Contracts may be

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<PAGE>

greater than the Company estimated when it guaranteed the maximum level of
insurance charges in the Contract. In addition, the Company assumes risks
associated with the nonrecovery of Contract issue, underwriting and other
administrative expenses due to Contracts which lapse or are surrendered
during the early Contract Years.

If any amount collected by the Company from the mortality and expense risk
charge is not needed to cover Death Benefits and expenses, it will be
contributed to the Company's general account. Conversely, if the amount
collected is insufficient, the Company will make up the deficiency.

Transfer Fee

If more than 12 transfers have been made in a Contract Year, the Company will
deduct a Transfer Fee of $10 per transfer. Systematic transfers of Account
Value approved by the Company are not taken into account in determining any
Transfer Fee. (See "Systematic Transfers - Dollar Cost Averaging".) The
charge is taken pro rata from the Account Value in each Contract Option prior
to a transfer and, with respect to Sub-Accounts, will result in the
cancellation of Accumulation Units credited to the Contract.

Withdrawal Charges

Withdrawal Charges may be assessed if a Contract is surrendered, or if a
withdrawal of Account Value is made during the first nine Contract Years.
The Withdrawal Charges consist of two separate charges: a sales charge and an
unreimbursed premium tax charge.

Withdrawals of Account Value reduce the Death Benefit proportionately. (See
"Withdrawals".)

The Withdrawal Charges are calculated by separately multiplying the
applicable percentage shown in the tables below for the sales charge and the
unreimbursed premium tax charge by the premium deemed surrendered, withdrawn
or applied to an optional annuity payment option and totaling the results.
The Withdrawal Charges will vary depending on the number of Contract Years
that have elapsed since the Contract Date. An additional premium payment
during this period will result in a new level of Withdrawal Charges based on
that payment. The level of the additional Withdrawal Charge will be
determined by reference to the Contract Date, and will not apply beyond the
tenth Policy Year. Premium payments are deemed withdrawn in the order in
which they are received by the Company. The amount deducted from the Account
Value will be determined by subtracting values from the Fixed Account and/or
canceling Accumulation Units from each applicable Sub-Account in the ratio
that the value of each Sub-Account bears to the total Account Value, unless
another method is requested and the Company approves the request.

Application of the Withdrawal Charges. No Withdrawal Charges will be
assessed upon any withdrawal during Contract Years 2 through 9 unless the
amount withdrawn exceeds the Free Withdrawal Amount for that year.

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<PAGE>

The annual Free Withdrawal Amount is an amount equal to 15% of the premium
paid and not previously withdrawn or loaned during that Contract Year. These
15% withdrawals do not reduce premium payments for purposes of computing the
Withdrawal Charges. The Withdrawal Charges will apply to the amount
withdrawn or surrendered in any Contract Year that exceeds 15% of premium
payments. The unused portion of the Free Withdrawal Amount for one Contract
Year will not be carried over to the next Contract Year. The Free Withdrawal
Amount is not available on withdrawal requests that fail to meet the minimum
remaining Account Value requirements for a partial withdrawal. (See "Partial
Withdrawals".)

Waiver of Withdrawal Charges. The Company will waive the Withdrawal
Charges:

- - after the first Contract Year and subject to state availability, if
the Insured or the Insured's spouse is confined in an approved nursing
home for six months;
- - if any Death Benefits are paid; or
- - if the Account Value is applied after five Contract Years
to an optional annuity payment option. (See "Optional
Annuity Payment Options".)

To qualify for a waiver of the Withdrawal Charges based upon confinement in a
qualified nursing home, the Insured or the Insured's spouse must never have
been confined in a qualifying nursing home on or before the date the
application for the Contract was signed. The Company may require evidence
satisfactory to it for any of these conditions. Owners should review their
Contract carefully for a complete description of these waivers.

Sales Charge

The sales charge reimburses the Company for expenses incurred in connection
with the promotion, sale and distribution of the Contracts.

The sales charges and distribution charges under the Contracts in any year
are not necessarily related to the Company's actual sales expenses for that
year. The Company expects that total revenues from the sales charges and
distribution charges will fall short of its total distribution expenses, and
the excess will be recovered from the Company's surplus and other revenues,
including any potential profit realized which may arise from the mortality
and expense risk charge.

The sales charge percentages against premiums are:

Contract Years Since Contract Date
1 2 3 4 5 6 7 8 9 10+
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales
Charge 7.5% 7.5% 7.25% 6.5% 5.75% 5% 4.25% 3.5% 2.75% 0%

</TABLE>

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<PAGE>

Unreimbursed Premium Tax Charge

The unreimbursed premium tax charge is to recover a portion of the premium
tax the Company has paid to any state or other government entity.

The unreimbursed premium tax percentages against premiums are:

Contract Years Since Contract Date
1 2 3 4 5 6 7 8 9 10+
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Premium Tax
Recovery 2.25% 2% 1.75% 1.5% 1.25% 1% 0.75% 0.5% 0.25% 0%

</TABLE>

Other Charges and Expenses

Fund Expenses. There are other deductions from, and expenses paid out of,
the assets of the Portfolios of the Funds, which are described in the
accompanying prospectuses for the Funds.

Income Taxes. While the Company is not currently reducing Account Value for
federal income taxes of the Separate Account, the Company reserves the right
to do so if it determines, in its sole discretion, that it will incur a tax
as a result of the operation of the Separate Account. The Company will make
deductions for any income taxes incurred by it as a result of the operation
of the Separate Account whether or not there was a Company reserve for taxes
and whether or not it was sufficient.

The Company will make deductions for any withholding taxes required by
applicable law when amounts are distributed from a Contract. (See "Tax
Withholding".)

Special Service Fees. The Company may charge Owners for special services,
such as additional reports, and dollar cost averaging. As of the date of
this prospectus, it does not charge for these special services.

Elimination or Reduction of Charges and Expenses. The charges and expenses
on a Contract may be reduced or eliminated, in whole or in part, when sales
of Contracts are made to individuals or to a group of individuals in a manner
that results in savings of sales or administration expenses. Any reduction
will be determined by the Company after examination of relevant factors such
as:

- - the size and type of group to which sales are to be made, because expenses
for a larger group are generally less than for a smaller group since large
numbers of Contracts may be implemented and administered;

- - the total amount of premium payments to be received, because expenses are
likely to be less on larger premium payments than on smaller ones;

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<PAGE>

- - any prior or existing relationship with the Company, because of the
likelihood of implementing the Contract with fewer contacts; and other
circumstances, of which the Company is not presently aware, which could
result in reduced expenses.

Charges may also be eliminated when a Contract is issued to an officer,
director, employee or agent of the Company or any of its affiliates. In no
event will reductions or elimination of the charges be permitted where
reductions or elimination will be unfairly discriminatory to any person.

Group and Sponsored Arrangements. Group arrangements include those in which
a trustee, employer, an association or similar entity purchases individual
Contracts covering a group of individuals on a group basis. An example of
such an arrangement is a non-tax qualified deferred compensation plan.
Sponsored arrangements include those in which an employer, an association or
similar entity permits the Company to offer Contracts to its employees or
members on an individual basis.

The United States Supreme Court has held that certain insurance contracts
providing values and benefits that vary with the sex of the insured may not
be used to fund certain employee benefit programs. Therefore, the Company
may offer Contracts for use in connection with certain employee benefit
programs where the cost of insurance does not vary with the sex of the
insured. The Company recommends that any employer proposing to offer the
Contracts to employees under a group or sponsored arrangement consult its
attorney before doing so.

THE CONTRACT

Application and Issuance of a Contract

An application must be submitted to the Company at its Variable Service
Center by anyone wishing to purchase a Contract. If a premium payment is
made with the application, the Contract Date will be the later of the date
the Company approves the application or the date of receipt of the premium
payment. Only one premium payment may be made before the Contract is issued.
Applicants between the ages of 0 and 80 are eligible for simplified
underwriting without a medical examination under the Company's current
underwriting rules, which are subject to change. The Company will review an
application under its underwriting rules, and may request additional
information or reject an application.

If a premium payment is made with the application, the insured will be
covered under a temporary insurance agreement for a limited period, prior to
the Contract Date, that is described in the temporary insurance agreement
form. Coverage under the temporary insurance agreement will begin on the date
when the Company receives the premium for the Contract. The maximum amount
of coverage provided is the lesser of the amount of insurance applied for or
$100,000 for standard risks ($50,000 for substandard risks and for persons
who are determined to be uninsurable).

If a Contract is issued, monthly Contract charges will begin as of the

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<PAGE>

Contract Date, even if the Contract's issuance was delayed due to
underwriting requirements. If the Company declines an application, it will
refund the premium payment made.

If the premium is paid upon delivery of the Contract, the Contract will have
a Contract Date which is generally five days after issue. Monthly Contract
charges will begin on the Contract Date. Insurance coverage under the
Contract will begin upon receipt of the premium.

Under limited circumstances, the Company may backdate a Contract, upon
request, by assigning a Contract Date earlier than the date the application
is signed. Backdating may be desirable, for example, so that the Cost of
Insurance rate for the initial Death Benefit amount is lower, based on the
Insured's insurance age.

FREE LOOK RIGHT. An Owner has the right to review a Contract during an
initial inspection period specified in the Contract and, if dissatisfied, to
return it to the Company or to the agent through whom it was purchased. When
the Contract is returned to the Company during the permitted period, it will
be voided as if it had never been in force. The Company will ordinarily
refund the Account Value (which may be greater or less than the premium
payments received) on a Contract returned during the permitted period, unless
a different amount is required by state law. The "free look" period is
typically 10 days, and may be greater depending on state requirements.

Premiums

The Contracts are designed for a large single premium to be paid by the Owner
on or before the Contract Date. Generally, the minimum initial premium the
Company requires for a Contract is $10,000. The initial premium is used to
determine the initial Death Benefit under the Contract (See "Death Benefits".)

The Contract is primarily intended to be a single premium Contract with a
limited ability to make additional premium payments. Additional premium
payments under the Contract are permitted under the following circumstances:

(a.) an additional premium payment is required to keep the Contract in
force (See "Lapse and Reinstatement."); or

(b.) an additional premium is paid equal to the lesser of (i) $5,000;
or (ii) 5% of the initial premium.

Payment of additional premiums may increase the Death Benefit. However, the
Company reserves the right to require satisfactory evidence of insurability
before accepting an additional premium payment in excess of the lesser of (a)
$5,000 or (b) 5% of the initial premium. The Company may require that any
Contract loans be repaid prior to accepting any additional premium payments.

The Company will not accept any additional premium payment which would

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<PAGE>

result in the total premiums paid exceeding the premium limitation prescribed
by Internal Revenue Service to qualify the Contract as a life insurance
contract.

Allocation of Premiums

Premium payments are allocated to the appropriate Sub-Account(s) within the
Separate Account that invest in the selected Portfolio(s), or to the Fixed
Account, in accordance with an Owner's instructions. For each Sub-Account,
premium payments are converted to Accumulation Units. The number of
Accumulation Units credited to a Contract is determined by dividing the
amount allocated to the Sub-Account by the value of the applicable
Accumulation Unit as of the Valuation Period during which the premium payment
is allocated to the Sub-Account. Premium payments allocated to the Fixed
Account are credited in dollars.

Premium payments are generally allocated to the Sub-Accounts or the Fixed
Account as of the later of the Contract Date or the date the premium is
received.

DELAYED INVESTMENT START DATE. Initial premium payments are allocated to the
Sub-Accounts or to the Fixed Account as selected by the Owner. On the date
of this Prospectus, the Company does not delay investment start dates and
will allocate premium payments to the selected Contract Options upon issuance
of a Contract. The Company reserves the right, however, to allocate initial
premium payments to the Prime Money Fund II Sub-Account for an investment
delay period before they will be invested (together with any investment gain)
in any other Sub-Account(s) designated by the Owner. If the Company elects
to delay such initial investments in Sub-Accounts, the delay would apply
where a Contract is issued subject to a requirement that premium payments be
refunded upon the exercise of a "free look" right. Allocation to the
Sub-Account(s) designated by the Owner would be made at the end of the "free
look" inspection period. The investment delay period would be measured from
the date a Contract is issued from the Variable Service Center and would
include up to 5 extra days in addition to the applicable "free look"
inspection period to provide time for mail or other delivery of the Contract
to the Owner.

Should the Company elect to delay investment start dates, it will so advise
prospective investors in a Contract.

CONTRACT VALUES AND BENEFITS

Death Benefit

When an application for a Contract is approved, the Company determines the
Face Amount of insurance and then issues a Contract. The Death Benefit on
the Contract Date is the Face Amount, and any additional benefit riders
elected. The Death Benefit will never be less than the Face Amount. The
Death Benefit may be adjusted as a result of

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<PAGE>

additional premium payments, an increase or decrease in Account Value, or in
the event of Withdrawals.

Upon receipt of proof of death of the Insured, the Company will pay the Death
Benefit Proceeds to the Beneficiary. The Owner or the Beneficiary may elect
that the Death Benefit Proceeds be paid in a single sum, in the form of a
fixed annuity, or that they be retained by the Company in its general account.
Amounts retained by the Company will be credited with interest at an annual
rate of not less than 3%. The amount of the Death Benefit is determined on
the date the Company receives proof of the Insured's death and will be the
greater of (a) the Face Amount or (b) the Account Value times the death
benefit factor from the following table:

<TABLE>
<CAPTION>
Percentage Percentage Percentage
Attained of Account Attained of Account Attained of Account
Age Value Age Value Age Value

Face Amount and Guidleine Single Premium - The Face Amount on the Contract Date
is determined by treating the initial premium as a "guideline single premium."
The "guideline single premium" is an amount necessary to keep the Contract in
force until the Maturity Date, using guaranteed mortality and expense charges,
and the calculations required by the Code for a life insurance contract under
the guideline premium test. The "guideline single premium" will vary by
attained age, sex and underwriting risk class. This will generally result in
the same initial premium providing a Face Amount that is higher for

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<PAGE>

non-smokers than smokers, and a higher Face Amount for females than for males.

Face Amount and Additional Premium Payments - Additional premium payments
may result in an increase in the Face Amount of insurance coverage. If
necessary, the Company will increase the Face Amount by an amount sufficient
to permit the contract to remain within the definition of a "life insurance
contract" under section 7702 of the Code.

Adjustments to the Death Benefit Proceeds. The Death Benefit Proceeds
actually paid to the beneficiary are equal to the Death Benefit reduced by
any outstanding loan and accrued loan interest. The Death Benefit Proceeds
will be increased by any other rider benefits payable.

Additional Benefits by Rider

The Company may in the future permit Owners to purchase additional benefits
provided by rider to the Contract, subject to the Company's underwriting and
issuance standards. These additional benefits may increase the monthly cost
of insurance charge.

Acceleration of Death Benefit Rider

The Company intends to offer in the future a rider benefit that will allow
the Owner to receive an accelerated payment of a portion of the Death
Benefit, discounted to reflect its current value. This advance payment of
the Death Benefit will be available if the Insured is diagnosed as terminally
ill with a life expectancy of 12 months or less.

Tax Treatment. Under proposed regulations, a "qualified accelerated death
benefit" payable on account of a terminal illness would be treated as a death
benefit. However, until final regulations are issued, the tax treatment of
benefits received under an accelerated benefits rider is presently unclear.
Moreover, the treatment may be different depending on whether the benefit is
paid for nominal illness or in the event of some other health condition.

Determination of Account Value

Account Value and Cash Surrender Value. The Account Value under a Contract
includes its value in the Separate Account, in the Fixed Account and, if
there is any Indebtedness, in the Loan Account. The Account Value reflects
premiums, the Net Investment Experience of the Contract's Sub-Accounts,
interest credited on its Account Value in the Fixed Account and on amounts
held in the Loan Account, amounts deducted for Contract charges or any
Withdrawal Charges that apply to an Owner request to reduce the Face Amount
and amounts withdrawn or surrendered.

The Contract's Cash Surrender Value is the amount the Owner will receive upon
surrender of the Contract. The Cash Surrender Value is the Account Value
reduced by any outstanding Contract loan (and accrued

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<PAGE>

interest) and by any applicable Withdrawal Charges. (See "Preferred and
Non-Preferred Loans" and "Withdrawal Charges".)

The Contract's Cash Surrender Value in the Separate Account may increase or
decrease daily depending on the Net Investment Experience of the Contract's
Sub-Accounts. Unfavorable investment experience can reduce the Cash
Surrender Value to zero. Because there is no guaranteed minimum Account
Value in the Separate Account, the Owner bears the entire investment risk
with respect to the Account Value allocated to the Separate Account.

Net Investment Experience. The Net Investment Experience of the Contract's
Sub-Accounts will affect the Contract's Account Value and, in some
circumstances, the Death Benefit. The Net Investment Experience of the
Sub-Accounts is determined as of the close of regular trading on the New York
Stock Exchange on each day when the Exchange is open for trading.

A Sub-Account's Net Investment Experience for any period reflects the
investment experience of the underlying Portfolio shares for the same period,
reduced by the charges against the Sub-Account for that period. (Currently
the Sub-Accounts are charged only for the Company's mortality and expense
risk and administrative expenses, but in the future the Company may impose a
charge against the Sub-Accounts for taxes if appropriate. See "Charges and
Expenses" and "Taxation of the Company and the Separate Account.")

The investment experience of Portfolio shares for any period is the increase
or decrease in their net asset value for the period invested reduced by the
amount of any dividends or capital gains distributions on the shares during
the period. Dividends and capital gains distributions on Portfolio shares
are reinvested in additional shares of the Fund and affect subsequent
investment experience.

Owners who allocate Account Value to the Fixed Account will not share in the
actual investment experience of the Fixed Account. Instead, the Company
guarantees that Account Values in the Fixed Account will earn interest at an
effective annual rate of at least 3.0%. The Company may from time to time
credit interest at a higher rate than 3.0%, but it is under no obligation to
do so. The Company declares the current interest rate for the Fixed Account
periodically. Account Values that are in the Fixed Account will earn
interest daily.

Preferred and Non-Preferred Loans

The Owner may borrow all or part of the Contract's "loan value" at any time
after the free look period. The Company will usually make the loan within
seven days of the date when a loan request in writing is received at the
Variable Service Center.

The maximum amount available for a loan is equal to 90% of the Account Value
less the sum of Withdrawal Charges and Indebtedness. A loan reduces the
Contract's Account Value in the Sub-Accounts and the Fixed Account by the
amount of the loan. The amount taken from the

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<PAGE>

Contract's Sub-Accounts as a result of a loan does not participate in the
investment experience of the Sub-Accounts. Therefore, the Death Benefit and
Account Value of the Contract can be permanently affected by a loan, even if
it is repaid. In addition, any proceeds payable under a Contract are reduced
by the amount of any outstanding loan plus accrued interest. Because the
Contract will generally be considered a "modified endowment contract" for
federal income tax purposes, a loan may be subject to adverse tax
consequences. (See "Federal Tax Status - Income Tax Treatment of Contract
Benefits.")

A loan repayment increases the Account Value in the Sub-Accounts and the
Fixed Account by the amount of the repayment. Unless the Owner requests
otherwise, loans and loan repayments are attributed to the Sub-Accounts and
the Fixed Account in proportion to the Account Value in each.

If a loan plus accrued interest exceeds the Contract's Account Value less the
Withdrawal Charges on the next loan interest due date (or, if greater, on the
date the calculation is made), the Company will notify the Owner that the
Contract is going to terminate. The Contract will terminate without value 61
days after the notice is mailed unless the excess amount is paid to the
Company within that time.

The interest rate charged on loans is 5% per year and is due on each Contract
Anniversary. If not paid, the interest accrued on the loan is added to the
loan. An amount equal to the unpaid interest is deducted from the Contract's
Account Value in the Sub-Accounts and the Fixed Account and transferred to
the Loan Account.

Preferred Loan Amounts. A preferred loan amount is determined on the
ContractDate and on the first Business Day of each Contract month. It is
equal to the excess of Account Value over the total premiums paid and not
deemed withdrawn.

Surrenders and Partial Withdrawals

Surrenders. The Owner may surrender a Contract for its Cash Surrender Value
at any time while the Insured is living by a signed written request
conforming to the Company's administrative procedures. The Cash Surrender
Value of the surrendered Contract will be determined as of the Business Day
when a surrender request is received at the Company's Variable Service
Center. The Cash Surrender Value equals the Account Value reduced by any
Contract loans and accrued interest and by any applicable Withdrawal Charges.
(See "Withdrawal Charges".) The Owner may elect in writing to have all or
part of the Cash Surrender Value applied to an optional annuity payment
option. (See "Optional Annuity Payment Options".)

Partial Withdrawal. The Owner may make a partial withdrawal under the
Contract to receive a portion of its Cash Surrender Value. A partial
withdrawal will cause a proportionate reduction in the Contract's Account
Value and Death Benefit. No partial withdrawal may reduce the Death Benefit
below that required to qualify the Contract as life

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<PAGE>

insurance or below the Contract's Face Amount, except with The Company's
consent.

Any Withdrawal Charges that apply to a partial withdrawal will be deducted
pro rata from the Contract's Account Value in the Sub-Accounts and the Fixed
Account. The Surrender Charge applied will reduce any remaining Withdrawal
Charges under the Owner's Contract.

Tax Impact of Modified Endowment Contract Status. Because the Contract will
generally be considered a "modified endowment contract" for federal income
tax purposes, a surrender or partial withdrawal may be subject to adverse tax
consequences. (See "Federal Tax Status - Income Tax Treatment of Contract
Benefits." )

Maturity Proceeds

If the Insured is living on the "Maturity Date" (the anniversary of the
Contract Date on which the Insured is age 100), on surrender of the Contract
to the Company, the Company will pay the Owner the Cash Surrender Value. In
such case, the Contract will terminate and the Company will have no further
obligations under the Contract.

Lapse and Reinstatement

If the Cash Surrender Value in the Contract is insufficient to pay the
monthly deductions, loan interest, or other charges which become due but are
unpaid, a grace period of 61 days will be allowed for payment of sufficient
premium to continue the Contract in force. The Company will notify the Owner
of the amount required to continue the Contract in force. If the required
premium amount is not received within 61 days of the notice, the Contract
will terminate without value. If the Insured dies during the grace period,
the Company will pay the Death Benefit Proceeds.

If the grace period ends and the Owner has neither paid the required premium
nor surrendered the Contract for its Cash Surrender Value, the Owner may
reinstate the Contract by (a) submitting a written request at any time with
two years after the end of the grace period and prior to the Maturity Date;
(b) providing evidence of insurability satisfactory to the Company; (c)
paying a sufficient premium to cover all charges that were due and unpaid
during the grace period; (d) paying an additional premium at least three
times the guaranteed monthly cost of insurance charge under the Contract and
all other applicable charges; and (e) repaying any indebtedness against the
Contract that existed at the end of the grace period.

Payment of Proceeds

The Company ordinarily will pay any Cash Surrender Value, Contract loan value
or Death Benefit Proceeds from the Sub-Accounts within seven days after
receipt by the Variable Service Center of a request, or proof of death of the
Insured in a form satisfactory to the Company. However, the Company may
delay payment or transfers from the Sub-Accounts. (See

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<PAGE>

"Suspension of Payments and Transfers.") The Company may also delay payment
if it considers it necessary to contest the Contract. The Company will pay
interest on the Death Benefit Proceeds from the date they become payable to
the date they are paid in one sum or, if an optional annuity payment option
was selected, to the effective date of the option. (See "Optional Annuity
Payment Options".)

Tax Withholding

All distributions or portions thereof which are includable in the gross
income of the Owner are subject to federal income tax withholding. The
Company will withhold federal taxes at the rate of 10% from each
distribution. However, the Owner may elect not to have taxes withheld or to
have taxes withheld at a different rate.

Optional Annuity Payment Options

If no election has been previously made by the Owner, the Beneficiary
mayelect that Death Benefit Proceeds be paid as a single sum, as a
fixed annuity or retained by the Company in its general account (see Death
Benefits). The Contract's Death Benefit Proceeds and Cash Surrender Value can
be paid in one sum, or the Owner or payee can choose to receive all or part
of the proceeds as fixed annuity payments (payments which are guaranteed as
to dollar amount by the Company). Other payment options may also be made
available, subject to applicable regulatory requirements. The guaranteed
mortality assumptions used in determining payment levels will not vary based
on sex.

Annuitization Bonus. Subject to state availability, the Company intends to
increase the amount applied to optional annuity payment options A, B, C, D
and, for specified periods greater than five years, E, by an "Annuitization
Bonus". The Annuitization Bonus Value will be calculated by the Company as of
the immediately preceding Business Day. The increase will be allocated pro
rata to the Contract Options which the Owner has elected and will be deemed
"income" on the Contract for federal income tax purposes. (See "Income Tax
Treatment of Contract Benefits.")

The "Annuitization Bonus" for a Contract will be determined by the Company at
the time of issuance of a Contract, but may be modified, reduced or
eliminated for Contracts subsequently issued. On the date of this prospectus,
the Annuitization Bonus is 3% of the amount applied to annuity payment
options A, B, C, D and, for specified periods greater than five years, E.

The following annuity payment options are available:

Option A. Life Annuity. An annuity payable monthly during the lifetime of
the payee. Annuity payments cease at the death of the payee.

Option B. Life Annuity with Period Certain of 60, 120, 180 or 240 Months.
An annuity payable monthly during the lifetime of the payee for 60, 120, 180
or 240 months certain as selected.

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<PAGE>

Option C. Joint and Survivor Annuity. An annuity payable monthly during the
joint lifetime of the payee and a designated second person. At the death of
either payee, annuity payments will continue to be made to the survivor
payee. The survivor's annuity payments will equal 100%, 75%, 66-2/3% or 50%
of the amount payable during the joint lifetime, as chosen.

Option D. Joint and Contingent Annuity. An annuity payable monthly during
the lifetime of the payee and continuing during the lifetime of a designated
second person after the payee's death. The second person's annuity payments
will equal 100%, 75%, 66 2/3% or 50% of the amount payable, as chosen.

Option E. Fixed Payments for a Period Certain. Annuity payable monthly for
a fixed amount for any specific period (at least 5 years but not exceeding 30
years), as chosen.

Option F. Death Benefit Proceeds Remaining with the Company. Proceeds from
the Death Benefit left with the Company. The Death Benefit Proceeds will
remain in the Contract Options to which they were allocated at the time of
death unless the beneficiary elects to reallocate them. Full and partial
withdrawals may be made at any time.

Annuity Options A, B, C & D are available for fixed annuity payments,
variable annuity payments or some combination of both. Annuity Option E is
available for fixed annuity payments only.

If the payee dies during a period certain (Annuity Options B or E), the
remaining annuity payments will be made to the beneficiary. The beneficiary
may elect to receive the commuted value of the remaining annuity payments in
a single sum instead. If no beneficiary is designated, the commuted value of
the remaining annuity payments will be made to the payee's estate in a single
sum. The Company will determine the commuted value by discounting the
remaining annuity payments at its then current interest rate used for
commutation.

Right to Exchange for a Fixed Benefit Contract

During the first 24 months after the Contract Date, if the Contract has not
lapsed, there is an unconditional right to transfer all of the Account Value
in the Sub-Accounts to the Fixed Account.

OTHER PROVISIONS OF THE CONTRACT

Suicide Exclusion

If the Insured commits suicide within two years from the Contract's date of
issue (or less if required by state law), the Death Benefit will be limited
to the premiums paid, reduced by any outstanding loan and accrued loan
interest.

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<PAGE>

Representations and Contestability

Generally, the Company can challenge the validity of the Owner's Contract or
any rider to the Owner's Contract during the Insured's lifetime for two years
from the date of issue, based on misrepresentations made in the application.
The Company can challenge the portion of the Death Benefit resulting from
payment of an underwritten additional premium payment for two years, during
the Insured's lifetime, from the date the additional premium payment was
received. However, the two year time limit on the Company's right to
challenge all or part of the Contract does not apply in the event that the
Insured dies within the two year period.

Misstatement of Age or Sex

If the Insured's age or sex is misstated in the application, the Contract's
Account Value and Death Benefit will be what the premiums paid and
unscheduled premium payments made would have purchased, based on the
Insured's correct age or, if the Contract is sex-based, on the Insured's
correct sex.

Owner and Beneficiary

The Owner is named in the application but may be changed from time to time.
At the death of the Owner, his or her estate will become the Owner unless a
successor Owner has been named. The Owner's rights as such terminate when
the Insured dies.

The beneficiary is also named in the application. The beneficiary of the
Contract may be changed at any time before the death of the Insured. The
beneficiary has no rights under the Contract until the death of the Insured
and must survive the Insured in order to receive the Death Benefit Proceeds.
If no named beneficiary survives the Insured, the proceeds will be paid to
the Owner.

A change of Owner or beneficiary must be in written form satisfactory to the
Company and must be dated and signed by the Owner making the change. The
change will be subject to all payments made and actions taken by the Company
under the Contract before the signed change form is received by the Company
at its Variable Service Center.

Assignments

The Owner may assign (transfer) the Owner's rights in the Contract to someone
else. An absolute assignment of the Contract is a change of Owner and
beneficiary to the assignee. A collateral assignment of the Contract does
not change the Owner or beneficiary, but their rights will be subject to the
terms of the assignment. The assignments must be in writing, signed by the
Owner and recorded by the Company at its Variable Service Center. The Company
is not responsible for any assignment not submitted for recording, nor is the
Company responsible for the sufficiency or validity of any assignment.

The assignment will be subject to any Indebtedness under a contract before
and after the assignment was recorded.

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<PAGE>

Reports and Records

The Company will mail to the Owner, at the last known address of record, an
annual statement showing current Account Values, transactions since the last
statement, Contract loan information and any other information required by
federal or state laws or regulations.

The Owner will also be sent annual and semi-annual reports containing the
financial statements of the Separate Account and the Fund or Portfolio.

In addition, Owners will receive statements of significant transactions, such
as changes in the Death Benefit, transfers among Contract Options, premium
payments, Contract loans, increases in Contract loan principal, Contract loan
repayments, unpaid Contract loan interest added to principal, reinstatement
and termination.

Voting Rights

In accordance with its view of present applicable law, the Company will vote
the shares of the Portfolios held by the Separate Account Sub-Accounts at
regular or special meetings of the shareholders in accordance with
instructions received from Owners having the voting interest in the affected
Portfolio(s). The number of votes that an Owner has the right to instruct
for a particular Sub-Account is determined by dividing the Account Value in
the Sub-Account by the net asset value per share of the corresponding
Portfolio. The Company will vote shares for which it has not received
instructions, as well as shares attributable to it, in the same proportion as
it votes shares for which it has received instructions. A Fund may not be
required to hold routine annual meetings of its shareholders.

The number of shares which an Owner has a right to vote will be determined as
of a date to be chosen by the Company not more than 60 days prior to a
shareholder meeting of Fund. Each Owner having a voting interest will
receive proxy material, annual reports and any other materials relating to
the appropriate Portfolio.

If required by state insurance authorities, the Company may disregard
voting instructions if they would require that shares be voted to cause a change
in the Portfolios of a Sub-Account; or a change in the investment policy of the
Portfolios; or to approve or disapprove an investment advisory or underwriting
contract for a Portfolio. In addition, the Company may disregard voting
instructions in favor of changes, initiated by an Owner or the Fund's Board of
Trustees, in any investment policy, investment adviser or principal underwriter
of the Portfolio if the Company: (a) reasonably disapproves of the changes and
(b) in the case of a change in investment policy or investment adviser, the
Company makes a good faith determination that the proposed change is contrary to
state law or is prohibited by state regulatory authorities or that the change
would be inconsistent with a Sub-Account's investment objectives or would result
in the purchase of securities which vary from the general quality and nature of
investments and investment techniques utilized by other separate

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<PAGE>

accounts of the Company. If the Company does disregard voting instructions,
a summary of that action and the reasons for it will be included in the next
semiannual report to Owners.

Suspension of Payments and Transfers

The Company reserves the right to suspend or postpone payments for
surrenders, withdrawals and Contract loans or transfers from the Sub-Accounts
for any period when:

- - the New York Stock Exchange is closed for trading;
- - trading on the New York Stock Exchange is restricted by the SEC;
- - an emergency exists as a result of which disposal of securities held in the
applicable Sub-Accounts is not reasonably practicable or it is not
reasonably practicable to determine the value of the applicable
Sub-Account's net assets; or
- - during any other period when the SEC, by order, permits such suspension.

The Company also reserves the right to defer payment for a
surrender, withdrawal and Contract loan or transfer from the Fixed Account for
the period permitted by law but not for more than six months after written
election is received by the Company. The Company will pay interest in
accordance with state insurance law requirements on payments that are delayed.

Nonparticipation in Company Dividends

The Contracts are nonparticipating. This means that they do not participate
in any dividend distribution of the Company's surplus.

DISTRIBUTION AND OTHER AGREEMENTS

First Variable Capital Services, Inc. ("FVCS"), 10 Post Office Square, Boston,
MA 02109, acts as distributor of the Contracts. FVCS, a wholly owned
subsidiary of the Company, is registered with the SEC under the Securities
Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. The Contract is offered on a continuous basis.

The Company and FVCS have agreements with various broker/dealers under which
the Contracts will be sold by registered representatives of broker/dealers.
The registered representatives are required to be authorized under applicable
state regulations to sell variable life insurance contracts. The commissions
payable to a broker/dealer for sales of the Contract pursuant to the sales
agreement is not expected to exceed 8.50% of the first year premium payment.
Broker/dealers may receive expense allowances, wholesaler fees, bonuses and
training fees.

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<PAGE>

Under a Services Agreement between the Company and FVCS, the Company performs
underwriting, issuance and other administrative services for the Contracts.

SAFEKEEPING OF ASSETS

The Company serves as the custodian of the assets of the Variable Account.

MANAGEMENT OF THE COMPANY

The directors and executive officers of the Company and their principal
business experience during the past five years, are:

Name and Address Position with Principal Occupation
the Company During Past 5 Years
<S> <C> <C>

Ronald M. Butkiewicz Chairman President and Chief Executive
2211 York Road, Suite 202 and Director Officer, Irish Life of North
Oakbrook, IL 60521 America, Inc.; Chairman and
Chief Executive Officer,
Interstate Assurance Company

Michael J. Corey Director Managing Director, Insurance
401 East Host Drive Practice Group, Ward Howell
Lake Geneva, WI 53147 Intl., Inc.; President, GSG
International Inc.

Norman A. Fair Director Vice President, Treasurer,
2211 York Road, Suite 202 & Asst. Sec., Irish Life of
Oakbrook, IL 60521 North America, Inc.; prior to
1994, Senior Vice President and
Chief Financial Officer,
Interstate Assurance Company

Michael R. Ferrari Director President, Drake University
25th & University Avenue
Des Moines, IA 50311

Peter D. Fullam Director Executive Director and Chief
Lower Abbey Street Financial Officer, Irish Life plc
Dublin 1, Ireland

T. David Kingston Director Managing Director, Irish Life plc
Lower Abbey Street
Dublin 1, Ireland

</TABLE>

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<PAGE>
<TABLE>

Stephan M. Largent President and Director Prior to April 1995, President,
10 Post Office Square ING America Equities, Inc.
Boston, MA 02109

Jeff S. Liebmann Director Partner, Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019

Kenneth R. Meyer
200 South Wacker Drive, Director Managing Director, Lincoln
Suite 2100 Capital Management Co.
Chicago, IL 60606

Thomas K. Neavins Director Vice President and Corporate
2211 York Road, Suite 202 Secretary, Irish Life of North
Oakbrook, IL 60521 America, Inc.

Phillip R. O'Connor Director (non-voting) Principal of Coopers & Lybrand
111 West Washington, LLP/Palmer Bellevue Corp.
Suite 1247
Chicago, IL 60602

Anthony J. Koenig, Jr. Vice President Vice President and Treasurer;
10 Post Office Square and Treasurer prior to June, 1996, Assistant
Boston, MA 02109 Controller; prior to 1993,
Audit Manager, Ernst & Young LLP;
prior to 1992, Assistant Controller,
First Inter. Life Ins. Co.

Arnold R. Bergman Vice President-Legal Vice President-Legal &
10 Post Office Square & Administration and Administration and Secretary;
Boston, MA 02109 Secretary prior to February 1995, Counsel,
Aetna Life Insurance and Annuity
Company; prior to 1992, Vice
President, General Counsel and
Secretary, First Int. Life Ins. Co.

Martin Sheerin Vice President Vice President and Chief Actuary;
10 Post Office Square and Chief Actuary prior to October, 1994, Vice President,
Boston, MA 02109 Irish Life of North America, Inc.

</TABLE>
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<PAGE>
<TABLE>

Thomas Simpson Vice President and Vice President; prior to February,
10 Post Office Square Chief Marketing Officer 1996, Vice President, Hamilton
Boston, MA 02109 Life Ins. Co.; prior to November,
1994, National Sales Manager, Bankers
Nat. Life Ins. Co.

</TABLE>

FEDERAL TAX STATUS

General

BECAUSE OF THE COMPLEXITY OF THE LAWS AND BECAUSE TAX RESULTS WILL VARY
ACCORDING TO THE STATUS OF THE OWNER, LEGAL AND TAX ADVICE MAY BE NEEDED BY A
PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT.

It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Contracts cannot be made in
this prospectus and that special tax rules may be applicable with respect to
purchases not discussed herein. In addition, no attempt is made to consider
any applicable state or other tax laws. This discussion of federal tax
status is based upon the Company's understanding of current federal income
tax laws as they are currently interpreted.

Taxation of the Company and the Separate Account

Under current federal income tax law, no tax is imposed on the Company as a
result of the operations of the Separate Account and the Fixed Account.
Thus, no charge is currently imposed for Company federal income taxes. The
Company reserves the right to charge the Separate Account or Fixed Account
for Company federal income taxes, if there are changes in federal tax law.

Under current laws the Company may incur state and local taxes (in addition
to premium taxes) in several states. At present, these taxes are not
significant and, accordingly, the Company is not currently imposing a charge
for them. If they increase, however, a charge for such taxes attributable to
the Separate Account and/or Fixed Account may be imposed.

Life Insurance and Modified Endowment Contract Definitions

Life Insurance. Section 7702 of the Code provides that if certain tests are
met, a Contract will be treated as life insurance for federal tax purposes.
The Company will monitor compliance with these tests.

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<PAGE>

As a result, the Company believes Owners will not be taxed on increases in
Account Value under the Contracts until they are distributed. Furthermore,
the Company believes the Death Benefits received under the Contracts are
excludable from the gross income of the beneficiary pursuant to the
provisions of Section 101(a) of the Code.

Accelerated Benefits Rider. The Company believes that payments received
under an accelerated benefits rider will be treated as distributions from an
insurance contract under current law and, in addition, under regulations
proposed December 15, 1992, as distributions or death benefits, depending on
the circumstances. (See "Acceleration of Death Benefit Rider" for more
information regarding the rider.) If such payments are distributions, their
tax treatment would depend on whether or not the Contract is a modified
endowment contract.

Modified Endowment Contract. Section 7702A of the Code contains provisions
affecting the tax treatment of any loan, assignment or other pre-death
distribution from a life insurance contract which is also a "modified
endowment contract". The Company has designed the Contracts to meet the
definition of a modified endowment contract.

A modified endowment contract is a life insurance contract where premiums
paid under the Contract at any time during the first seven contract years
exceeds the sum of the net level premiums that would have been paid on or
before such time if the Contract provided for paid up future benefits after
the payment of seven level annual premiums ("7-pay test"). (The amount of
premiums payable under the 7-pay test are calculated based upon certain
assumptions regarding the Contract's earnings and the use of a reasonable
mortality charge. Riders to the Contract are considered part of the Contract
for purposes of applying the 7-pay test.)

Any Contract received in exchange for a modified endowment contract will also
be a modified endowment contract. However, an exchange under Section 1035 of
the Code of a life insurance contract entered into before June 21, 1988 will
not cause the new Contract to be treated as a modified endowment contract if
no additional premiums are paid and there is no increase as a result of the
exchange.

Income Tax Treatment of Contract Benefits

If the Contract falls within the definition of a modified endowment contract,
the following rules will apply to distributions under such Contract:

(a) Distributions will be included in gross income to the extent the Account
Value of the Contract exceeds the investment in the Contract (i.e. will be
treated as income first). Any additional amounts received other than
Contract loans will be treated as a return of capital to the Owner and will
reduce the Owner's investment in the Contract.

-38-
<PAGE>

(b) Loans are considered distributions. An investment in the Contract will
be increased by the amount of any prior loan that was included in the Owner's
gross income.

(c) A Contract assignment is treated as a distribution. For example, a
collateral assignment is a distribution which will subject any gain that
accrues in the Contract to taxation.

(d) For purposes of determining the amount of the distribution which is
included in gross income, all modified endowment contracts issued by the
Company and its affiliates to the same Owner during any 12-month period must
be treated as one modified endowment contract.

(e) Payments under the accelerated benefits rider may be treated as
distributions that are subject to taxation under these rules.

Any taxable distribution will be subject to an additional tax equal to 10% of
the taxable amount of the distribution unless the distribution is:

(a) made on or after the date when the Owner attains age 59 1/2;

(b) is attributable to the Owner becoming disabled; or

(c) is part of a series of substantially equal periodic payments made no
less frequently than annually for the life (or life expectancy) or for the
joint lives (or life expectancies) of the Owner or the beneficiary.

Diversification Requirements

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable life insurance contracts. The Code provides
that a variable life insurance contract will not be treated as a life
insurance contract under Section 7702 for any period (and any subsequent
period) for which the investments are not, in accordance with regulations
prescribed by the United States Treasury Department ("Treasury Department"),
adequately diversified. Failure to comply with the diversification
requirements may result in the Contract not qualifying as life insurance. If
the Contract does not qualify as life insurance, Owners may be subject to
immediate taxation on the increases in Account Value of their Contracts plus
the cost of insurance protection for the year.

The Company intends that all Portfolios of the Funds underlying the Contracts
will be managed by the Fund or its investment adviser to comply with the
diversification requirements set forth in Section 817(h) of the Code and
Treas. Reg. 1.817-5 promulgated thereunder.

The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which Owners may direct
their investments to Sub-Accounts of the Separate Account without being
considered the owners of the assets of the Separate Account. At this time it
cannot be determined whether

-39-
<PAGE>

additional guidance will be provided and what standards may be contained in
such guidance.

The amount of Owner control which may be exercised under the Contract is
different in some respects from the situation addressed in published rulings
issued by the Internal Revenue Service ("IRS") in which it was held that the
policy owner was not the owner of the assets of the separate account. It is
unknown whether these differences, such as the Owner's ability to transfer
among investment choices or the number and type of investment choices
available, would cause the Owner to be considered the owner of the assets of
the Separate Account. To the extent the Owner is treated as owner of the
assets of the Separate Account attributable to the Owner's Contract, the
Owner would be liable for federal income tax on the earnings allocable to the
Contract prior to receipt of payments under the Contract.

In the event any forthcoming guidance or ruling by the IRS is considered to
set forth a new position, such guidance or ruling will generally be applied
only prospectively. However, if such ruling or guidance was not considered
to set forth a new position, it may be applied retroactively, resulting in
the Owner being retroactively determined to be the owner of the assets of the
Separate Account.

Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

ADVERTISING PRACTICES

The Company may from time to time receive endorsements of the Contracts from
professional organizations. The Company may use such endorsements in
advertisements or sales material for the Contracts. The Company may also pay
the professional organization making the endorsement for the use of its
customer or mailing lists in order to distribute promotional materials
regarding the Contracts. An endorsement of the Contracts by a third party is
not necessarily indicative of the future performance or results which may be
obtained by persons who purchase the Contracts.

From time to time, articles discussing the Separate Account's investment
experience, performance rankings and other characteristics may appear in
national publications. Some or all of these publishers or ranking services
(including, but not limited to, Lipper Analytical Services Inc. and
Morningstar, Inc.) may publish their own rankings or performance reviews of
variable contract separate accounts, including the Separate Account.
References to, reprints or portions of reprints of such articles or rankings
may be used by the Company as sales literature or advertising material and
may include rankings that indicate the names of other variable contract
separate accounts and their investment experience.

Articles and releases, developed by the Company, the Funds and other parties,
about the Separate Account or the Funds regarding individual Portfolio, Fund
and Fund Group asset levels and sales volumes, statistics and analyses of
industry sales volume and asset levels, and other characteristics may appear
in various publications. References

-40-
<PAGE>

to or reprints of such articles may be used in promotional literature for the
Contracts or the Separate Account. Such literature may refer to personnel of
the adviser, or personnel of the sub-advisers, who have investment management
responsibility, and their investment style. The reference may allude to or
include excerpts from articles appearing in the media.

The advertising and sales literature for the Contracts and the Separate
Account may refer to historical, current and prospective economic trends. In
addition sales literature may be published concerning topics of general
investor interest for the benefit of registered representatives and
prospective Owners. These materials may include, but are not limited to,
discussions of college planning, retirement planning, reasons for investing
and historical examples of the investment performance of various classes of
securities, securities markets and indices.

LEGAL MATTERS

State Regulation

The Company is subject to the laws of the State of Arkansas governing
insurance companies and to the regulations of the Arkansas Insurance
Department. An annual statement in a prescribed form is filed with the
Insurance Department each year covering the operation of the Company for the
preceding year and its financial condition as of the end of such year.
Regulation by the Insurance Department includes periodic examination to
determine the Company's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. The Company's books
and accounts are subject to review by the Insurance Department at all times
and full examination of its operations is conducted periodically by the
National Association of Insurance Commissioners. Such regulation does not,
however, involve any supervision of management or investment practices or
policies. In addition, the Company is subject to regulation under the
insurance laws of other jurisdictions in which it may operate.

Legal Proceedings

There are no material pending legal proceedings to which the Separate
Account, First Variable Capital Services, Inc. or First Variable Life
Insurance Company is a party.

EXPERTS

The audited financial statements of First Variable Life Insurance Company
included in this prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as indicated in their report
herein, and are included herein in reliance on their authority as experts
in accounting and auditing.

The interim financial statements of First Variable Life Insurance Company as
of September 30, 1996 and for the nine month period then ended have not been
audited.

-41-
<PAGE>

Legal matters in connection with the Contracts have been reviewed by the
Company's Legal Department. Mayer, Brown & Platt, of Washington, DC, has
provided advice on certain matters relating to the federal securities and tax
laws.

REGISTRATION STATEMENT

A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. This prospectus
omits certain information contained in the Registration Statement. Copies of
such additional information may be obtained from the SEC upon payment of the
prescribed fee.

-42-
<PAGE>

APPENDIX: A

ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES,
CASH SURRENDER VALUES AND ACCUMULATED VALUE OF THE PREMIUM

The tables in Appendix A illustrate the way the Contracts operate. They show
how the Death Benefit, Cash Surrender Value and Account Value change over an
extended period of time assuming hypothetical gross rates of return (i.e.
investment income and capital gains, realized or unrealized) for the Separate
Account equal to constant after-tax annual rates of 0%, 6% and 12%. The
tables are based on an initial premium of $10,000 to provide insurance
coverage on females aged 55 and males aged 65. The insureds are assumed to
be in the nonsmoker standard risk classification. Values are first given
based on current mortality rates and other Contract charges and then based on
guaranteed mortality rates and other Contract charges. Death Benefits, Cash
Surrender Values and Account Values for a Contract would be different from
the amounts shown if the actual gross rates of return do not average 0%, 6%
or l2%, but are either above or below that average for the period. They would
also be different depending on the allocation of Account Value among the
Separate Account's Sub-Accounts if the aggregate gross rate of return for all
Sub-Accounts averaged 0%, 6% or 12%, but varied above or below that average
for individual Sub-Accounts. They would also be different if any Contract
loan were made during the period of time illustrated, if the Insured were a
different age or sex, or in the smoker standard risk classification, or if
the Contracts were issued at a unisex rate.

The Death Benefits, Cash Surrender Values and Account Values shown in the
tables reflect the fact that the Company makes: (a) a monthly deduction from
the Account Value on the first day of each Contract month for (i) a
Maintenance Fee of $2.50 if the Account Value is less than $100,000, (ii) a
Distribution Charge equivalent to an annual rate of 0.20% of the Account
Value for the first ten Contract Years, (iii) a Premium Tax Charge equivalent
to an annual rate of 0.25% of the Account Value for the first ten Contract
Years, (iv) a federal tax charge at an annual rate of 0.20% of the Account
Value for the first ten Contract Years, and (v) a cost of insurance charge;
(b) a daily charge assessed against the Separate Account for a Mortality and
Expense Risk Charge equivalent to an annual rate of 0.90% of the average
daily net assets of the Separate Account; and (c) a monthly Administrative
Charge equivalent to an annual rate of 0.40% of the average daily net assets
of the Separate Account. The Cash Surrender Values shown in the tables
reflect the Account Value upon surrender. (See "Charges and Expenses.") The
Death Benefits, Cash Surrender Values and Account Values shown in the tables
also reflect a simple average of the investment advisory fees and operating
expenses incurred by the Fund or Portfolio, at an annual rate of 1.12% of
the average daily net assets of the Fund or Portfolio. This average reflects
a voluntary cap on the investment advisory fees. If the investment adviser
discontinues these caps, the values illustrated on the following pages could
be less. (See "Fund Expenses.")

A-1
<PAGE>

Taking account of the charges for mortality and expense risks and
administrative expense in the Separate Account and the average investment
advisory fee and operating expenses of the Fund or Portfolio, the gross
annual rates of return of 0%, 6% and 12% correspond to net investment
experience at constant annual rates of (1.12)%, 4.88% and 10.88%,
respectively.

The hypothetical rates of return shown in the tables do not reflect any tax
charges attributable to the Separate Account since no such charges are
currently made. If any such charges are imposed in the future, the gross
annual rate of return would have to exceed the rates shown by an amount
sufficient to cover the tax charges, in order to produce the Death Benefits,
Cash Surrender Values and Account Values illustrated. (See "Taxation of the
Company and the Separate Account.")

The second column of each table shows the amount which would accumulate if
the initial premium was invested to earn interest, after taxes, of 5% per
year, compounded annually.

A-2
<PAGE>

$30,000 INITIAL PREMIUM
$97,565 SPECIFIED AMOUNT
FEMALE NONSMOKER: AGE 55
CURRENT RATES
HYPOTHETICAL GROSS INVESTMENT RETURN

Premium
End Paid 0% 6% 12%
of Plus -------------------------- --------------------------- ----------------------------
Policy Interest Account Surr. Death Account Surr. Death Account Surr. Death
Year AT 5 % Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 31,500 28,941 26,016 97,565 30,714 27,789 97,565 32,487 29,562 97,565
2 33,075 27,919 25,069 97,565 31,446 28,596 97,565 35,184 32,334 97,565
3 34,729 26,931 24,231 97,565 32,196 29,496 97,565 38,106 35,406 97,565
4 36,465 25,978 23,578 97,565 32,965 30,565 97,565 41,274 38,874 97,565
5 38,288 25,057 22,957 97,565 33,753 31,653 97,565 44,708 42,608 97,565
6 40,203 24,167 22,367 97,565 34,560 32,760 97,565 48,430 46,630 97,565
7 42,213 23,309 21,809 97,565 35,388 33,888 97,565 52,465 50,965 97,565
8 44,324 22,479 21,279 97,565 36,236 35,036 97,565 56,838 55,638 97,565
9 46,540 21,679 20,779 97,565 37,105 36,205 97,565 61,579 60,679 97,565
10 48,867 20,905 20,905 97,565 38,037 38,037 97,565 66,790 66,790 97,565
15 62,368 17,862 17,862 97,565 43,925 43,925 97,565 102,301 102,301 117,825
20 79,599 15,242 15,242 97,565 50,723 50,723 97,565 156,883 156,883 166,761
25 101,591 12,985 12,985 97,565 56,751 56,751 97,565 233,011 233,011 243,054
30 129,658 11,042 11,042 97,565 63,514 63,514 97,565 346,082 346,082 360,998

</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING ECONOMIC
CONDITIONS, PREVAILING RATES AND RATES OF INFLATION. THE DEATH BENEFIT AND
ACCOUNT VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES
AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE AND
BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN BE
MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.

A-3

<PAGE>

$30,000 INITIAL PREMIUM
$97,565 SPECIFIED AMOUNT
FEMALE NONSMOKER: AGE 55
GUARANTEED RATES
HYPOTHETICAL GROSS INVESTMENT RETURN

Premium
End Paid 0% 6% 12%
of Plus -------------------------- --------------------------- ----------------------------
Policy Interest Account Surr. Death Account Surr. Death Account Surr. Death
Year At 5 % Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 31,500 28,632 25,707 97,565 30,403 27,478 97,565 32,175 29,250 97,565
2 33,075 27,264 24,414 97,565 30,789 27,939 97,565 34,526 31,676 97,565
3 34,729 25,895 23,195 97,565 31,155 28,455 97,565 37,070 34,370 97,565
4 36,465 24,533 22,133 97,565 31,511 29,111 97,565 39,835 37,435 97,565
5 38,288 23,158 21,058 97,565 31,839 29,739 97,565 42,788 40,688 97,565
6 40,203 21,770 19,970 97,565 32,140 30,340 97,565 45,921 44,121 97,565
7 42,213 20,358 18,858 97,565 32,405 30,905 97,565 49,265 47,765 97,565
8 44,324 18,911 17,711 97,565 32,624 31,424 97,565 52,831 51,631 97,565
9 46,540 17,399 16,499 97,565 32,773 31,873 97,565 56,610 55,710 97,565
10 48,867 15,811 15,811 97,565 32,876 32,876 97,565 60,681 60,681 97,565
15 62,368 6,856 6,856 97,565 32,994 32,994 97,565 87,513 87,513 100,905
20 79,599 - - 97,565 29,034 29,034 97,565 125,063 125,063 133,099
25 101,591 - - 97,565 13,010 13,010 97,565 172,263 172,263 179,918
30 129,658 - - 97,565 - - 97,565 235,213 235,213 245,727

</TABLE>

A-4
<PAGE>
<TABLE>
<CAPTION>

$30,000 INITIAL PREMIUM
$58,178 SPECIFIED AMOUNT
MALE NONSMOKER: AGE 65
CURRENT RATES
HYPOTHETICAL GROSS INVESTMENT RETURN

Premium
End Paid 0% 6% 12%
of Plus -------------------------- --------------------------- ----------------------------
Policy Interest Account Surr. Death Account Surr. Death Account Surr. Death
Year At 5 % Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 31,500 28,941 26,016 58,178 30,714 27,789 58,178 32,487 29,562 58,178
2 33,075 27,919 25,069 58,178 31,446 28,596 58,178 35,184 32,334 58,178
3 34,729 26,931 24,231 58,178 32,196 29,496 58,178 38,106 35,406 58,178
4 36,465 25,978 23,578 58,178 32,965 30,565 58,178 41,274 38,874 58,178
5 38,288 25,057 22,957 58,178 33,753 31,653 58,178 44,708 42,608 58,178
6 40,203 24,167 22,367 58,178 34,560 32,760 58,18 48,430 46,630 58,178
7 42,213 23,309 21,809 58,178 35,388 33,888 58,178 52,465 50,965 58,891
8 44,324 22,479 21,279 58,178 36,236 35,036 58,178 56,838 55,638 62,671
9 46,540 21,679 20,779 58,178 37,105 36,205 58,178 61,579 60,679 66,675
10 48,867 20,905 20,905 58,178 38,037 38,037 58,178 66,790 66,790 70,951
15 62,368 17,862 17,862 58,178 43,925 43,925 58,178 102,301 102,301 106,652
20 79,599 15,242 15,242 58,178 50,723 50,723 58,178 156,883 156,883 163,644
25 101,591 12,985 12,985 58,178 56,751 56,751 59,477 233,011 233,011 243,054
30 129,658 11,042 11,042 58,178 63,514 63,514 64,028 346,082 346,082 347,246

</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING
ECONOMIC CONDITIONS, PREVAILING RATES AND RATES OF INFLATION. THE DEATH
BENEFIT AND ACCOUNT VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED
ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO
REPRESENTATION CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

A-5
<PAGE>
<TABLE>
<CAPTION>

$30,000 INITIAL PREMIUM
$58,178 SPECIFIED AMOUNT
MALE NONSMOKER: AGE 65
GUARANTEED RATES
HYPOTHETICAL GROSS INVESTMENT RETURN

Premium
End Paid 0% 6% 12%
of Plus -------------------------- --------------------------- ----------------------------
Policy Interest Account Surr. Death Account Surr. Death Account Surr. Death
Year At 5 % Value Value Benefit Value Value Benefit Value Value Benefit

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 31,500 28,102 25,177 58,178 29,823 26,898 58,178 31,545 28,620 58,178
2 33,075 26,227 23,377 58,178 29,541 26,691 58,178 33,052 30,202 58,178
3 34,729 24,383 21,683 58,178 29,151 26,451 58,178 34,502 31,802 58,178
4 36,465 22,565 20,165 58,178 28,647 26,247 58,178 35,868 33,468 58,178
5 38,288 20,664 18,564 58,178 28,019 25,919 58,178 37,115 35,015 58,178
6 40,203 18,625 16,825 58,178 27,261 25,461 58,178 38,206 36,406 58,178
7 42,213 16,415 14,915 58,178 26,441 24,941 58,178 39,209 37,709 58,178
8 44,324 13,988 12,788 58,178 25,558 24,358 58,178 40,103 38,903 58,178
9 46,540 11,291 10,391 58,178 24,583 23,,683 58,178 40,875 39,975 58,178
10 48,867 8,263 8,263 58,178 23,351 23,351 58,178 41,562 41,562 58,178
15 62,368 - - 58,178 11,255 11,255 58,178 44,421 44,421 58,178
20 79,599 - - 58,178 - - 58,178 45,960 45,960 58,178
25 101,591 - - 58,178 - - 58,178 47,656 47,656 58,178
30 129,658 - - 58,178 - - 58,178 51,394 51,394

</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED REPRESENTATIVE OF PAST
OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING ECONOMIC CONDITIONS,
PREVAILING RATES AND RATES OF INFLATION. THE DEATH BENEFIT AND ACCOUNT VALUE
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATION CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

A-6
<PAGE>

APPENDIX B:
FINANCIAL STATEMENTS
Report of Independent Auditors

To the Board of Directors and Shareholder
First Variable Life Insurance Company

We have audited the accompanying statutory-basis balance sheets of First
Variable Life Insurance Company (the Company) as of December 31, 1995 and
1994, and the related statutory-basis statements of operations, capital and
surplus, and cash flow for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits of the accompanying statutory-basis financial
statements in accordance with generally accepted auditing standards;
however, as discussed in the following paragraph, we were not engaged to
determine or audit the effects of the variances between statutory accounting
practices and generally accepted accounting principles. Generally accepted
auditing standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion on the accompanying statutory-basis
financial statements.

The Company presents its financial statements in conformity with accounting
practices prescribed or permitted by the Arkansas Insurance Department. When
statutory-basis financial statements are presented for purposes other than
for filing with a regulatory agency, generally accepted auditing standards
require that the auditors' report on such statements indicate whether they
are presented in conformity with generally accepted accounting principles.
The accounting practices used by the Company vary from generally accepted
accounting principles as explained in Note 1, and the Company has not
determined the effects of those variances. Accordingly, we were not engaged
to audit, and we did not audit, the effects of those variances. Since the
accompanying financial statements do not purport to be a presentation in
conformity with generally accepted accounting principles, we are not in a
position to express, and we do not express, an opinion on the financial
statements referred to above as to fair presentation of financial position,
results of operations or cash flows in conformity with generally accepted
accounting principles.

In our opinion, the statutory-basis financial statements referred to above
present fairly, in all material respects, the financial position of First
Variable Life Insurance Company at December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended, in
conformity with accounting practices prescribed or permitted by the Arkansas
Insurance Department.

s/Ernst & Young LLP
--------------------------
Ernst & Young LLP

Boston, Massachusetts
January 25, 1996

B-1

<PAGE>

First Variable Life Insurance Company

Balance Sheets--Statutory Basis

DECEMBER 31
1995 1994
-----------------------
(IN THOUSANDS)
ADMITTED ASSETS
Cash and invested assets:
Bonds $302,616 $247,511
Common stocks 343 476
Cash and short-term investments 5,564 54,731
-----------------------
Total cash and invested assets 308,523 302,718

Investment income due and accrued 5,943 5,199
Other admitted assets 404 171
Separate account assets 132,176 94,282
-----------------------
Total admitted assets $447,046 $402,370
-----------------------
-----------------------

LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Annuity contract reserve $272,804 $261,934
Interest maintenance reserve 4,833 4,945
Federal income taxes 0 17
Remittances not allocated (365) 1,935
Asset valuation reserve 2,954 2,783
Transfers from separate accounts (1,369) (1)
Payable to affiliates 1 58
Other liabilities 1,375 4,743
Separate account liabilities 132,176 94,282
-----------------------
Total liabilities 412,409 370,696

Capital and surplus:
Capital stock, par value $1.00 per share:
Authorized-3,500,000 shares
Issued and outstanding-2,500,000 shares 2,500 2,500
Additional paid-in capital 22,555 17,555
Unassigned surplus 9,582 11,619
-----------------------
Total capital and surplus 34,637 31,674
-----------------------
Total liabilities and capital and surplus $447,046 $402,370
-----------------------
-----------------------

SEE ACCOMPANYING NOTES.

B-2

<PAGE>

First Variable Life Insurance Company

Statements of Operations, Capital and Surplus--Statutory Basis

YEAR ENDED DECEMBER 31
1995 1994
-----------------------
(IN THOUSANDS)
Premiums and other revenues:
Premiums and other considerations $67,063 $109,941
Investment income, less investment expenses 22,939 17,425
Other income 598 811
-----------------------
Total premiums and other revenues 90,600 128,177

Benefits and expenses
Benefit payments to policyholders and beneficiaries 62,339 71,385
Increase in annuity contract reserve 10,870 69,954
-----------------------
Total benefits paid or provided 73,209 141,339

Insurance expenses:
Commissions 3,738 1,560
General insurance expenses 5,693 4,979
Insurance taxes, licenses and fees 309 932
Other 302 115
-----------------------
Total insurance expenses 10,042 7,586
-----------------------
83,251 148,925

Net transfers to (from) separate accounts 9,133 (20,359)
-----------------------
Loss from operations before federal income
tax benefit and net realized capital losses (1,784) (389)

Federal income tax benefit (17) (43)
-----------------------
Loss from operations before net realized
capital gains (losses) (1,767) (346)

Net realized capital gains (losses), less
related federal income tax expense
(1995-$0; 1994-$60) and amounts transferred
to the interest maintenance reserve
(1995-($20); 1994-$470) 307 (228)
-----------------------
Net loss (1,460) (574)

Changes in net unrealized capital gains (losses) (133) 7,624
Net (increase) decrease in non-admitted assets (273) 198
(Increase) decrease in asset valuation reserve (171) 1,342
Loss on sale of limited partnerships (8,606)
Contributed capital from parent company 5,000
-----------------------
Net increase (decrease) in capital and surplus 2,963 (16)

Capital and surplus, beginning of year 31,674 31,690
-----------------------
Capital and surplus, end of year $34,637 $ 31,674
-----------------------
-----------------------
B-3

SEE ACCOMPANYING NOTES.

<PAGE>

First Variable Life Insurance Company

Statements of Cash Flow--Statutory Basis

YEAR ENDED DECEMBER 31
1995 1994
-----------------------
(IN THOUSANDS)
OPERATIONS
Premiums and other considerations $ 67,063 $110,428
Investment income, less investment expenses 22,189 16,802
Other income 34 762
Benefits (62,339) (71,163)
Insurance expenses (10,056) (6,993)
Federal income taxes paid (recovered) 60 (380)
Transfers to (from) separate accounts (10,207) 20,698
Other expenses (303) (439)
-----------------------
Net cash provided by operations 6,441 69,715

PROCEEDS FROM INVESTMENTS SOLD, MATURED OR REPAID:
Bonds 19,378 15,450
Common stocks 1,807 14
Other invested assets 9,685
-----------------------
21,185 25,149
Tax on capital gains (60) (590)

OTHER CASH PROVIDED:
Capital and surplus paid in 5,000
Other sources 403 6,213
-----------------------
Total other cash provided 5,403 6,213
-----------------------
Total cash provided 32,969 100,487

COST OF INVESTMENTS ACQUIRED:
Bonds (74,567) (49,883)
Common stocks (1,500) (14)
Other invested assets (258)
-----------------------
Total cost of investments acquired (76,067) (50,155)

OTHER CASH APPLIED:
Other (6,069) (2,618)
-----------------------
Total cash used (82,136) (52,773)
-----------------------

Increase (decrease) in cash and short-term investments (49,167) 47,714
Cash and short-term investments at beginning of year 54,731 7,017
-----------------------
Cash and short-term investments at end of year $ 5,564 $ 54,731
-----------------------
-----------------------

SEE ACCOMPANYING NOTES

B-4

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis

December 31, 1995

1. SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

First Variable Life Insurance Company (the Company), a life insurance company
domiciled in the State of Arkansas, is a wholly-owned subsidiary of Irish
Life of North America, Inc. (ILoNA), which is owned by Irish Life, plc (Irish
Life) of Dublin, Ireland. All outstanding shares of the Company were
purchased by ILoNA from Monarch Life Insurance Company (Monarch Life), a
Massachusetts life insurance company, on September 22, 1994.

The Company is licensed in 49 states and sells variable and fixed annuity
products through regional wholesalers and insurance brokers.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with
accounting practices prescribed or permitted by the Arkansas Insurance
Department, which practices differ in some respects from generally accepted
accounting principles (GAAP). The more significant of these differences are
as follows: (a) bonds are generally carried at amortized cost rather than
segregating the portfolio into held-to-maturity (carried at amortized cost),
held-for-sale (carried at fair value), and trading (carried at fair value)
classifications; (b) policy reserves are based on statutory mortality tables
rather than on the basis of the mortality, interest and withdrawal
assumptions anticipated by the Company when the policies were issued, as
would be used for GAAP. Statutory annuity reserves are stated at values
which, in the aggregate, are not less than those prescribed by the
Commissioner's Annuity Reserve Valuation Method (CARVM); for GAAP, annuity
reserves would be stated at account value; (c) expenses relating to the
acquisition of new business are charged to operations as incurred rather than
being deferred and amortized over the period that the related income is
earned. Commissions and expense allowances on reinsurance ceded are
recognized as income when due rather than deferred and amortized over the
terms of the respective reinsurance agreements; (d) certain assets,
principally amounts due from other companies and furniture and equipment,
designated as "nonadmitted assets," are excluded from the balance sheet and
are charged to unassigned surplus; (e) net realized gains or losses
attributed to changes in the level ofinterest rates in the market are
deferred and amortized over the remaining life of the bond rather than
recognized as gains or losses in the statement of operations when the sale is
completed; (f) declines in the estimated realizable value of investments are
recognized through the establishment of a formula-determined statutory
investment reserve (carried as a liability) whose changes are reflected
directly in surplus, rather than through reductions in the statement of
operations, when such declines are judged to be other than temporary; (g)
deferred

B-5

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

federal income taxes are not provided for the effects of differences in the
bases of assets and liabilities reported for financial statement and income
tax purposes, as would be the treatment under GAAP; (h) investments in
subsidiaries are carried on the basis of their equity in net assets and
changes in the carrying amounts of subsidiaries are credited or charged
directly to unassigned surplus rather than included in the determination of
net income (under GAAP, wholly-owned subsidiaries are presented on a
consolidated basis); (i) net unrealized investment gains and losses are not
segregated as a separate component of capital and surplus, as is required by
GAAP; and (j) pension expense is recognized in accordance with rules and
regulations permitted by the Employee Retirement Income Security Act of 1974
rather than on an accrual basis.

The effects of the foregoing variances from GAAP on the accompanying
statutory-basis financial statements have not been determined.

INVESTMENTS

Investments are valued in accordance with methods prescribed by the
Securities Valuation Office of the National Association of Insurance
Commissioners (NAIC). Investments in bonds not backed by other loans are
generally carried at amortized cost using the interest method. Loan-backed
bonds are valued at amortized cost using the interest method including
anticipated prepayments. Prepayment assumptions are obtained from dealer
survey values or internal estimates and are consistent with the current
interest rate and economic environment. The retrospective adjustment method
is used to value all securities.

Common stocks are generally carried at market value.

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of twelve months or less to
be cash equivalents.

Investments in separate accounts are carried at market value. Cash and
short-term investments are stated at cost which approximates market value.

Realized gains and losses on investments are determined using the first-in,
first-out basis and are recognized in net income, net of related federal
income taxes and amounts transferred to the Interest Maintenance Reserve.
Unrealized capital gains and losses, resulting from changes in the difference
between cost and the carrying value of investments, are reflected in surplus.

B-6

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

Interest income is recognized on an accrual basis. The Company does not
accrue interest on bonds in default or where management determines collection
is uncertain.

ANNUITY CONTRACT RESERVE

The reserves for annuity contracts, all developed by actuarial methods, are
established and maintained on the basis of published mortality tables using
assumed interest rates and valuation methods that will provide, in the
aggregate, reserves that are greater than the minimum valuation required by
law or guaranteed policy cash values.

RECOGNITION OF PREMIUM REVENUES AND COSTS

Premiums are recognized as revenues over the premium-paying period, whereas
commissions and other costs applicable to the acquisition of new business are
charged to operations as incurred.

FEDERAL INCOME TAXES

Generally, the Company records income tax expense based on estimates of
amounts that will be due and payable based on current year's taxable income,
without regard to deferred income taxes.

SEPARATE ACCOUNTS

The separate account assets and liabilities reported in the accompanying
balance sheets represent funds that are separately administered for variable
annuity contracts, and for which the contract owner, rather than the Company,
bears the investment risk.

Separate account assets, comprised principally of shares of Variable
Investors Series Trust, primarily represent funds deposited by separate
account contract owners segregated into accounts with specific investment
objectives. The assets are carried at market value. An offsetting liability
is maintained to the extent of contract owners' interests in the assets.

Transfers from separate accounts represent the net premium and benefit
withdrawals between the separate accounts and the Company's general account,
as well as charges assessed the separate accounts for the assumption of
mortality, distribution, administrative and other expense risks, and for
administrative charges by the Company.

B-7

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PREMIUMS

Approximately 49% of the direct business written in 1995 was written through
one wholesaler. The Company's management believes that other broker/dealers
could generate the same level of sales on comparable terms. Direct premiums
are not concentrated in any geographical area.

USE OF ESTIMATES

The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Such estimates and
assumptions could change in the future as more information becomes known,
which could impact the amounts reported and disclosed herein.

2. PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company's statutory-basis financial statements are prepared in accordance
with accounting practices prescribed or permitted by the Arkansas Insurance
Department. "Prescribed" statutory accounting practices include state laws,
regulations, and general administrative rules, as well as a variety of
publications of the NAIC. "Permitted" statutory accounting practices
encompass all accounting practices that are not prescribed; such practices
may differ from state to state, may differ from company to company within a
state, and may change in the future. The NAIC currently is in the process of
recodifying statutory accounting practices, the result of which is expected
to constitute the only source of "prescribed" statutory accounting practices.
Accordingly, that project, which is expected to be completed in 1997, will
likely change, to some extent, prescribed statutory accounting practices, and
may result in changes to the accounting practices that the Company uses to
prepare its statutory financial statements.

In 1994, the Company received written approval from the Arkansas Insurance
Department to report a portion of realized losses on the sale of limited
partnerships which related to prior years as a direct charge to surplus offset
by the resultant change in unrealized losses. This transaction had no net
effect on surplus.

B-8

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

3. INVESTMENT OPERATIONS

Components of net investment income are as follows:

YEAR ENDED DECEMBER 31
1995 1994
----------------------
(IN THOUSANDS)

Bonds $22,016 $16,349
Short-term investments 1,042 1,066
Limited partnership interests 0 31
Amortization of IMR 92 79
Other 10 187
----------------------
23,160 17,712
Less investment expenses (221) (287)
----------------------
Net investment income $22,939 $17,425
----------------------
----------------------

At December 31, 1995 and 1994, the carrying value and estimated fair value of
the Company's portfolio of bonds are as follows:

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
Bonds:
U.S. Treasury and other
U.S. Government
obligations $35,548 $ 1,212 $ (63) $ 36,697
Public utilities 95,820 5,325 (698) 100,447
Corporate 141,313 11,287 (53) 152,547
Mortgage-backed 29,935 296 (333) 29,898
------------------------------------------------------
$302,616 $18,120 $(1,147) $319,589
------------------------------------------------------
------------------------------------------------------

GROSS GROSS
CARRYING UNREALIZED UNREALIZED ESTIMATED FAIR
VALUE GAINS LOSSES VALUE
------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1994

Bonds:
U.S. Treasury and other
U.S. Government obligations $ 31,113 $ 67 $ (2,705) $ 28,475
Public utilities 69,273 162 (7,489) 61,946
Corporate 124,025 1,093 (6,196) 118,922
Mortgage-backed 23,100 16 (2,642) 20,474
------------------------------------------------------
$247,511 $ 1,338 $(19,032) $229,817
------------------------------------------------------
------------------------------------------------------
</TABLE>
B-9

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

3. INVESTMENT OPERATIONS (CONTINUED)

The carrying value and estimated fair value of debt securities at December
31, 1995, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to
call or prepay certain obligations with or without call or prepayment
penalties.

CARRYING ESTIMATED
VALUE FAIR VALUE
-----------------------------
(IN THOUSANDS)
Bonds:
Due in one year or less $ 5,735 $ 5,707
Due after one year through
five years 46,118 48,889
Due after five years through
ten years 123,424 129,144
Due after ten years 97,404 105,951
Mortgage-backed securities 29,935 29,898
-----------------------------
$302,616 $319,589
-----------------------------
-----------------------------

Proceeds from the sales of investments in bonds during 1995 and 1994 were
$19.4 million and $0; gross gains of $0.4 million and $0 and gross losses of
$0.4 million and $0 were realized on those sales, respectively.

At December 3l, 1995, First Variable's investments with a carrying value of
$57.1 million, were held on deposit with various state insurance departments.

The Company's affiliated common stock investments represent its wholly-owned
subsidiaries, First Variable Capital Services, Inc. (FVCS), a registered
broker-dealer which commenced operations on December 1, 1992, and First
Variable Advisory Services Corp. (FVAS), an investment advisor which
commenced operations on April 1, 1994. The cost and carrying value of the
Company's affiliated common stock investments was $18,000 and $21,000,
respectively at both December 31, 1995 and 1994.

The Company's unaffiliated common stock had a cost of $16,000 at both
December 31, 1995 and 1994, and carrying value of $322,000 and $455,000 at
December 31, 1995 and 1994, respectively.

Effective August 31, 1994, the Company transferred all limited partnership
assets to its former parent for the then current statement value. As stated
in Note 2, the Company classified losses incurred in prior years as a direct
charge to surplus offset by the resultant change in unrealized losses.

B-10

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

3. INVESTMENT OPERATIONS (CONTINUED)

CONCENTRATIONS OF CREDIT RISK

The Company's investment in public utility bonds at December 31, 1995
represents 32% of total investments and 21% of admitted assets. The holdings
of public utility bonds are widely diversified and all issues met the
Company's investment policies and credit standards when purchased.

4. POLICY AND CONTRACT ATTRIBUTES

ANNUITY CONTRACT RESERVES

The Company's major categories of reserves for annuity contracts and
supplementary contracts at December 31, 1995 and 1994 are summarized below:

1995 1994
-----------------------------
(IN THOUSANDS)
Annuities $242,147 $233,229
Supplementary contracts with
life contingencies 11,114 11,483
Supplementary contracts without
life contingencies 19,543 17,222
-----------------------------
Life and annuity reserves $272,804 $261,934
-----------------------------
-----------------------------

At December 31, 1995, the Company's annuity contract reserves that are
subject to discretionary withdrawal (with adjustment), subject to
discretionary withdrawal (without adjustment), and not subject to
discretionary withdrawal provisions are summarized as follows:

AMOUNT PERCENT
-----------------------------
(IN THOUSANDS)

Subject to discretionary withdrawal
(with adjustment):
With market value adjustment $ 32,443 8%
Subject to discretionary withdrawal
(without adjustment) at book value
withminimal or no charge or
adjustment 339,232 84
-----------------------------
Not subject to discretionary withdrawal 31,724 8
-----------------------------
Total annuity reserves and deposit
fund liabilities $ 403,399 100%
-----------------------------
-----------------------------

B-11

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

5. FEDERAL INCOME TAXES

Differences between financial statement operating income before federal
income taxes and taxable income are primarily attributed to differences
between book and tax bases for investments, annuity contract reserves and tax
basis deferred acquisition costs.

The Company filed an election under Internal Revenue Code Section 338(h)(10)
which allowed the Company to record its tax-basis assets at market value at
the date the Company was acquired by ILoNA. The resulting tax-basis goodwill
will be amortized over a 10-15 year period.

In 1994, the Company filed its own separate federal income tax return
covering the period September 22, 1994 to December 31, 1994. From 1991 until
September 21, 1994, the Company was included in the consolidated
life/non-life federal income tax returns of Regal Re, the Company's former
ultimate parent, for which taxes were provided under a written tax allocation
agreement entered into on September 23, 1992. This agreement terminated
effective September 21, 1994. There was a consolidated loss for 1994. Under
the tax allocation agreement, there was no provision for tax in 1994.

6. BENEFIT PLANS

Effective with the Company's purchase by ILoNA, substantially all of the
Company's employees became participants in a defined benefit pension plan
which ILoNA sponsors for its affiliated companies. Benefits are based on
years of service and the highest consecutive five years of compensation out
of an employee's final ten years of employment. The Company makes annual
contributions to the plan in amounts necessary to provide for normal costs
and appropriate prior service costs. No pension expense was recognized in
the current year because the plan was subject to the full funding limitation
under the Internal Revenue Code. As of the most recent actuarial valuation
date, the total accumulated benefit obligation determined in accordance with
the Employee Retirement Income Security Act of 1974 (ERISA) and valued as of
January 1, 1995 was $2.9 million including vested benefits of $2.8 million.
The fair value of plan assets was $3.6 million.

Substantially all of the Company's employees are eligible for a 401(k)
Employee Saving Plan sponsored by ILoNA. Employees can contribute up to 15%
of their annual salary (with a maximum contribution of $9,240 in 1995) to the
plan. The Company contributes an additional amount, subject to limitations,
based on the voluntary contribution of the employee. Further, the plan
provides for additional employer contributions based on the discretion of the
Board of Directors. There is an incentive compensation plan for certain
officers of the Company.

B-12

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

7. REINSURANCE

During 1994, the Company maintained a reinsurance agreement with Monarch
Life, on a coinsurance basis, whereby the Company ceded to Monarch Life
certain single-premium deferred annuity policies. This reinsured business
was recaptured effective August 30, 1994 at the time of the Company's
acquisition by ILoNA. The effect of the recapture was an increase in
premiums of $74 million and an increase in reserves of $72 million, resulting
in a gain from the transaction, reflected in operations, of $2 million. In
1994, the Company received $.4 million from Monarch Life for expense
allowances for administration of the policies reinsured. At December 31,
1995 and 1994, there is no reinsurance in effect.

Additional information on direct business written and reinsurance ceded for
the year 1994 is set forth below:

1994
--------------
(IN THOUSANDS)

Direct premiums $ 30,534
Reinsurance recaptured from Monarch Life 74,755
---------
Net premiums $ 105,289
---------
---------

Direct annuity benefits and payments on
supplementary contracts incurred $ 14,181
Reinsurance ceded to Monarch Life (715)
---------
Net annuity benefits and payments on
supplementary contracts incurred $ 13,466
---------
---------

8. DIVIDEND RESTRICTIONS AND COMMON STOCK DIVIDEND

The maximum amount of dividends which could be paid to the Company's
stockholder would normally be restricted to the greater of 10% of the surplus
at the preceding December 31 or the net income from operations for the
previous year. This amount is $3.5 million at December 31, 1995; however,
pursuant to a directive received from the Arkansas Insurance Department in
1991, any proposed payment of a dividend currently requires its approval.

On December 14, 1994, the Company's board of directors authorized a 2/3 for 1
common stock dividend to increase the Company's capital stock to $2.5 million
to meet the minimum statutory capital requirement as mandated by certain
states in which the Company does business. The additional $1.0 million was
transferred to capital stock from additional paid in capital.

B-13

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

9. SEPARATE ACCOUNTS RECONCILIATION

The separate accounts of the Company represent funds related to variable
annuity products. There are no guarantees associated with the separate
account portion of these products. The assets for these accounts are carried
at market value. Information regarding the separate accounts of the Company
as of and for the year ended December 31, 1995 is as follows:

Premiums, deposits and other considerations $ 30,534
---------
---------
Reserves for separate accounts with assets at:
Fair value $ 130,807
Amortized cost 0
---------
Total $ 130,807
---------
---------
Reserves for separate accounts by withdrawal
characteristics:
At book value less current surrender
charge of 5% or more $ 15,674
At book value less current surrender charge
of 5% or less 114,822
---------
130,496
Not subject to discretionary withdrawal 311
---------
Total separate account liabilities $ 130,807
---------
---------

Following is a reconciliation of transfers as reported in the separate
account annual statement summary of operations and the Company's statement of
operations for the year ended December 31, 1995 (in thousands):

Transfers to separate accounts $ 33,541
Transfers from separate accounts (24,408)
---------

Net transfers to (from) separate accounts
as reported in the separate account
summary of operations $ 9,133
---------
---------
Transfers as reported in the Company's
statement of operations $ 9,133
---------
---------

Contract owners' interest in net investment income and realized and
unrealized capital gains and losses on separate account assets are not
reflected in operations. Fees charged on separate account contract owner
deposits are included in operations in the transfers from separate accounts
line. These fees during 1995 and 1994 amounted to $1.5 million and $1.3
million, respectively.

B-14

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

10. CONTINGENCIES

The increase in the number of insurance companies that are under regulatory
supervision has resulted, and is expected to continue to result, in increased
assessments by state guaranty funds to cover losses to policyholders of
insolvent or rehabilitated insurance companies. Those mandatory assessments
may be partially recovered through a reduction in future premium taxes in
certain states. At December 31, 1995 and 1994, the Company has accrued $.1
million and $.2 million, respectively, for guaranty fund assessments based on
its historical experience and information available from those making
guaranty fund assessments.

11. FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating
the fair value disclosures for financial instruments in the accompanying
financial statements and notes thereto:

INVESTMENTS: Fair values for bonds are based on quoted market prices, where
available. For securities not actively traded, fair values are estimated
using values obtained from independent pricing services. The fair values for
common stocks are based on quoted market prices.

CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
accompanying statutory-basis balance sheets for these financial instruments
approximate their fair values.

ANNUITY CONTRACT RESERVES: Fair values of the Company's liabilities under
contracts not involving significant mortality or morbidity risks (principally
deferred annuities), are stated at the cost the Company would incur to
extinguish the liability, i.e., the cash surrender value. The Company is not
required to estimate the fair value of its liabilities under other contracts.

B-15

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

11. FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying values and estimated fair values of the Company's financial
instruments for which it is practicable to calculate a fair value are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------------------------------------------------
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
----------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Assets:
Bonds $302,616 $319,589 $247,511 $229,817
Common stocks 343 343 476 476

Liabilities:
Annuities and supplementary contracts
with and without life contingencies 272,804 271,212 261,934 260,318
</TABLE>

12. RELATED-PARTY TRANSACTIONS

In addition to the related-party transactions reported in Notes 3, 5 and 6,
the Company has participated in the following related-party transactions:

The Company has agreements with its wholly-owned subsidiaries, FVCS and FVAS,
under which the Company performs various services (including accounting and
data processing) without charge to the subsidiaries. In addition, the
Company reimburses FVCS and FVAS for all direct costs incurred by FVCS and
FVAS in their operations. During 1995 and 1994, the Company reimbursed FVCS
and FVAS $282,000 and $325,000, respectively, for these costs.

In accordance with the Company's investment advisory services agreement with
FVAS, the Company will reimburse FVAS if FVAS's revenues are inadequate to
meet its obligations. Included in the 1995 and 1994 reimbursement of
$282,000 and $325,000, respectively, noted above was $274,000 and $233,000,
respectively, related to this agreement.

The Company entered into an Expense Allocation Agreement with Monarch Life
and other affiliates on October 1, 1993. The agreement provided a
methodology for allocating and reimbursing both direct and overhead expenses.
Amounts allocated to the Company pursuant to this agreement were $1.6
million for 1994. The agreement was terminated on September 21, 1994.

B-16

<PAGE>

First Variable Life Insurance Company

Notes to Finanical Statements--Statutory Basis (continued)

12. RELATED-PARTY TRANSACTIONS (CONTINUED)

A management agreement was entered into with ILoNA in January 1995 to provide
for certain management services. In addition, an expense allocation agreement
was entered into with Interstate Assurance Company, a subsidiary of ILoNA, to
provide for certain administrative functions. Amounts paid during 1995 by the
Company pursuant to these agreements were $480,000 and $190,000, respectively.

B-17

<PAGE>

Interim Financials

B-18

<PAGE>

First Variable Life Insurance Company

Balance Sheet--Statutory Basis -- Unaudited

September 30, 1996

(IN THOUSANDS)

ADMITTED ASSETS
Cash and invested assets:
Bonds $293,770
Common stocks 610
Cash and short-term investments 2,587
--------
Total cash and invested assets 296,967

Investment income due and accrued 5,421
Other admitted assets 306
Separate account assets 167,718
--------
Total admitted assets $470,412
--------
--------
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Annuity contract reserve $261,756
Interest maintenance reserve 4,725
Federal income taxes 0
Remittances not allocated (170)
Asset valuation reserve 3,257
Transfers from separate accounts (1,891)
Payable to affiliates 42
Other liabilities 1,520
Separate account liabilities 167,718
--------
Total liabilities 436,957

Capital and surplus:
Capital stock, par value $1.00 per share:
Authorized-3,500,000 shares
Issued and outstanding-2,500,000 shares 2,500
Additional paid-in capital 22,555
Unassigned surplus 8,400
--------
Total capital and surplus 33,455
--------
Total liabilities and capital and surplus $470,412
--------
--------

SEE ACCOMPANYING NOTES.

B-19

<PAGE>

First Variable Life Insurance Company

Statements of Operations, Capital and Surplus--Statutory Basis -- Unaudited

For the Nine Months Ended September 30, 1996 (IN THOUSANDS)

Premiums and other revenues:
Premiums and other considerations $42,220
Investment income, less investment expenses 17,194
Other income 254
--------
Total premiums and other revenues 59,668

Benefits and expenses
Benefit payments to policyholders and beneficiaries 45,689
Increase in annuity contract reserve (11,048)
--------
Total benefits paid or provided 34,641

Insurance expenses:
Commissions 2,102
General insurance expenses 4,640
Insurance taxes, licenses and fees 312
Other 142
--------
Total insurance expenses 7,196
--------
41,837

Net transfers to (from) separate accounts 18,906
--------
Loss from operations before federal income
taxes and net realized capital gains (1,075)

Federal income taxes 0
--------
Loss from operations before net realized
capital gains (losses) (1,075)

Net realized capital gains (losses), less
related federal income tax expense and
amounts transferred to the interest
maintenance reserve 0
--------
Net loss (1,075)

Changes in net unrealized capital gains 267
Net increase in non-admitted assets (71)
Increase in asset valuation reserve (303)
--------
Net decrease in capital and surplus (1,182)

Capital and surplus, beginning of period 34,637
--------
Capital and surplus, end of period $33,455
--------
--------

SEE ACCOMPANYING NOTES.

B-20

<PAGE>

First Variable Life Insurance Company

Notes to Financial Statements--Statutory Basis -- Unaudited
September 30, 1996

SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The Company is licensed in 49 states and sells variable and fixed annuity
products through regional wholesalers and insurance brokers.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in conformity with
accounting practices prescribed or permitted by the Arkansas Insurance
Department, which practices differ in some respects from generally accepted
accounting principles (GAAP). The more significant of these differences are
as follows: (a) bonds are generally carried at amortized cost rather than
segregating the portfolio into held-to-maturity (carried at amortized cost),
held-for-sale (carried at fair value), and trading (carried at fair value)
classifications; (b) policy reserves are based on statutory mortality tables
rather than on the basis of the mortality, interest and withdrawal
assumptions anticipated by the Company when the policies were issued, as
would be used for GAAP. Statutory annuity reserves are stated at values
which, in the aggregate, are not less than those prescribed by the
Commissioner's Annuity Reserve Valuation Method (CARVM); for GAAP, annuity
reserves would be stated at account value; (c) expenses relating to the
acquisition of new business are charged to operations as incurred rather than
being deferred and amortized over the period that the related income is
earned. Commissions and expense allowances on reinsurance ceded are
recognized as income when due rather than deferred and amortized over the
terms of the respective reinsurance agreements; (d) certain assets,
principally amounts due from other companies and furniture and equipment,
designated as "nonadmitted assets," are excluded from the balance sheet and
are charged to unassigned surplus; (e) net realized gains or losses
attributed to changes in the level of interest rates in the market are
deferred and amortized over the remaining life of the bond rather than
recognized as gains or losses in the statement of operations when the sale is
completed; (f) declines in the estimated realizable value of

B-21

<PAGE>

First Variable Life Insurance Company

Notes to Financial Statements--Statutory Basis -- Unaudited
(continued)

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION (CONTINUED)

investments are recognized through the establishment of a formula-determined
statutory investment reserve (carried as a liability) whose changes are
reflected directly in surplus, rather than through reductions in the
statement of operations, when such declines are judged to be other than
temporary; (g) deferred federal income taxes are not provided for the effects
of differences in the bases of assets and liabilities reported for financial
statement and income tax purposes, as would be the treatment under GAAP; (h)
investments in subsidiaries are carried on the basis of their equity in net
assets and changes in the carrying amounts of subsidiaries are credited or
charged directly to unassigned surplus rather than included in the
determination of net income (under GAAP, wholly-owned subsidiaries are
presented on a consolidated basis); (i) net unrealized investment gains and
losses are not segregated as a separate component of capital and surplus, as
is required by GAAP; and (j) pension expense is recognized in accordance with
rules and regulations permitted by the Employee Retirement Income Security
Act of 1974 rather than on an accrual basis.

The effects of the foregoing variances from GAAP on the accompanying
statutory-basis financial statements have not been determined.

B-22

<PAGE>

GENERAL

The accompanying unaudited consolidated financial statements include all
adjustments, consisting of normal recurring accruals, that management
considers necessary for fair presentation of the Company's financial position
and results of operations as of and for the interim periods presented.
Certain footnote disclosures normally included in financial statements
prepared in accordance with statutory accounting practices have been
condensed or omitted pursuant to the rules and regulations of the Securities
and Exchange Commission, although the Company believes the disclosures in
these financial statements are adequate to present fairly the information
contained herein. The results of operations for the nine months ended
September 30, 1996 are not necessarily indicative of the results to be
expected for the full year.

B-23

<PAGE>

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.

UNDERTAKING REGARDING INDEMNIFICATION

Insofar as indemnification for liability arising under the Securities Act of
1933 ("Act") may be permitted to directors and officers and controlling
persons of the Registrant, 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, 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 the final adjudication of such issue.

UNDERTAKING PURSUANT TO SECTION 26(e) OF THE INVESTMENT
COMPANY ACT OF 1940

In accordance with section 26(e) of the Investment Company Act of 1940,
First Variable Life Insurance Company represents that the fees and
charges deducted under the Contracts described in this Registration
Statement on Form S-6, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the
risks assumed by First Variable Life Insurance Company.

II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Cross-Reference Sheet.

The prospectus consisting of ____________ pages.

The undertaking to file reports.

The undertaking regarding indemnification.

The undertaking pursuant to Section 26(e) of the Investment Company
Act of 1940.

The signatures.

Written consents of the following persons:
Arnold R. Bergman (See Exhibit 3(a))
Mayer, Brown & Platt (See Exhibit 3(b))
Martin Sheerin (See Exhibits 6)
Ernst & Young LLP (See Exhibit 7)

The following exhibits:

1.A. (1) Resolution of the Board of Directors of the Company
authorizing the establishment of the Separate Account.*

(2) Not Applicable.

(3) (a) Underwriting Agreement

(b) Broker-Dealer Agreement.

(4) Not Applicable.

(5) Specimen Variable Life Insurance Contract.*

(6) (a) Articles of Incorporation of First Variable
Life Insurance Company.***

(b) By-Laws of First Variable Life Insurance Company

(7) Not Applicable.

(8) Form of Participation Agreement.**

II-2
<PAGE>

(9) Not Applicable.

(10) Specimen Single Premium Variable Life Insurance Application.*

2. Included as exhibit I.A(5) above.

3. (a) Opinion and consent of Arnold R. Bergman, Vice President -
Legal of First Variable Life Insurance Company as to
securities being registered.

(b) Consent of Mayer, Brown & Platt.

4. Not Applicable.

5. Not Applicable.

6. Opinion and Consent of Actuary.

7. Consent of Independent Auditors.

8. Not Applicable.

9. Not Applicable.

10. Powers of Attorney.

_________________
* Incorporated herein by reference to the Form S-6 Rgistration
Statement of First Variable Life Insurance Company and Separate
Account VL, filed electronically with the Securities and Exchange
Commission on June 3, 1996 (File No. 333-05053).

** Incorporated herein by reference to Post-Effective Amendment No. 22
to the Form N-4 Registration Statement of First Variable Life
Insurance Company and First Variable Annuity Fund E, filed with the
Securities and Exchange Commission on September 18, 1996 (File No.
333-12197).

*** Incorporated herein by reference to Post-Effective Amendment No. 21
to the Form N-4 Registration Statement of First Variable Life
Insurance Company and First Variable Annuity Fund E, filed with the
Securities and Exchange Commission on April 29, 1996 (33-86738).

II-3
<PAGE>

Exhibit Index

Exhibit Description Sequentially
Number Numbered Page#

1.(3)(a) Underwriting Agreement and Broker-Dealer Agreement

1.(6)(b) By-Laws of First Variable Life Insurance Company

3.(a) Opinion and consent of Arnold R. Bergman,
Vice President-Legal of First Variable Lfe Insurance
Company

3.(b) Consent of Mayer, Brown & Platt

6. Opinion and Consent of Actuary

7. Consent of Independent Auditors

10. Powers of Attorney

# Appears in manually signed original only

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the First
Variable Life Insurance Company has duly caused this Pre-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, on the 15th day of November, 1996.

First Variable Life Insurance Company

By: /s/ Stephan M. Largent
-----------------------
Stephan M. Largent
President

ATTEST:

/s/ Arnold R. Bergman
- ------------------------
Arnold R. Bergman
Secretary

II-5
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Separate Account VL of First Variable Life Insurance Company, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, on the 15th day of November, 1996.

Separate Account VL of First Variable
Life Insurance Company
(Registrant)

By: First Variable Life Insurance Company
(Depositor)

By: /s/ Stephan M. Largent
-----------------------
Stephan M. Largent
President

ATTEST:

/s/ Arnold R. Bergman
- ------------------------
Arnold R. Bergman
Secretary

II-6
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities with First Variable Life
Insurance Company, on the date indicated.

PRINCIPAL EXECUTIVE OFFICER

s/ Stephan M. Largent
- ----------------------
Stephan M. Largent
President

PRINCIPAL FINANCIAL OFFICER

s/ Anthony J. Koenig, Jr.
- -------------------------
Anthony J. Koenig, Jr.
Vice President and Treasurer

DIRECTORS

s/ Ronald M. Butkiewicz*
- -------------------------
Ronald M. Butkiewicz

Stephan M. Largent
- -------------------
Stephan M. Largent

s/ Michael J. Corey*
- ---------------------
Michael J. Corey

s/ Peter Fullum *
- ---------------------
Peter Fullam

s/ T. David Kingston*
- ----------------------
T. David Kingston

II-7
<PAGE>

s/ Norman A. Fair*
- -------------------
Norman A. Fair

s/ Thomas K. Neavins*
- ----- ----------------
Thomas K. Neavins

* By: /s/ Arnold R. Bergman
-------------------------
Arnold R. Bergman
Attorney-in-Fact

November 15, 1996

II-8

<PAGE>

Exhibit 1.A. (3)(a)
Underwriting Agreement

<PAGE>

Exhibit 1A. (3)(a)

PRINCIPAL UNDERWRITER'S AGREEMENT

IT IS HEREBY AGREED by and between FIRST VARIABLE LIFE INSURANCE COMPANY
("INSURANCE COMPANY") on behalf of FIRST VARIABLE ANNUITY FUND A and FIRST
VARIABLE ANNUITY FUND E (the "Variable Accounts") and FIRST VARIABLE CAPITAL
SERVICES, INC. ("PRINCIPAL UNDERWRITER") as follows:

INSURANCE COMPANY proposes to issue and sell certain Variable Annuity
and Variable Life Contracts (collectively the "Contracts") of the Variable
Accounts to the public through PRINCIPAL UNDERWRITER. The PRINCIPAL
UNDERWRITER agrees to provide sales service subject to the terms and
conditions hereof. The Contracts to be sold are more fully described in the
registration statements and prospectuses hereinafter mentioned. Such
Contracts will be issued by INSURANCE COMPANY through the Variable Accounts.

INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right,
during the term of this Agreement, subject to registration requirements of
the Securities Act of 1933 and the Investment Company Act of 1940 and the
provisions of the Securities Exchange Act of 1934, to be the distributor of
the Contracts issued through the Variable Accounts. PRINCIPAL UNDERWRITER
will sell the Contracts under such terms as set by INSURANCE COMPANY and will
make such sales to purchasers permitted to buy such Contracts as specified in
the prospectus.

III

PRINCIPAL UNDERWRITER shall be compensated for its distribution service
in such amount as to meet all of its obligations to selling broker-dealers
with respect to all Purchase Payments accepted by INSURANCE COMPANY on the
Contracts covered hereby.

On behalf of the Variable Accounts, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses, financial statements
and other documents which PRINCIPAL UNDERWRITER reasonably requests for use
in connection with the distribution of the Contracts. INSURANCE COMPANY
shall provide to PRINCIPAL UNDERWRITER such number of copies of the current
effective prospectuses as PRINCIPAL UNDERWRITER shall request.

PRINCIPAL UNDERWRITER is not authorized to give any information, or to
make any representations concerning the Contracts or the Variable Accounts of
INSURANCE COMPANY

<PAGE>

other than those contained in the current registration statements or
prospectuses relating to the Variable Accounts filed with the Securities and
Exchange Commission or such sales literature as may be authorized by
INSURANCE COMPANY.

Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.

VII

This Agreement shall be effective upon the execution hereof and will
remain in effect unless terminated as hereinafter provided. This Agreement
shall automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.

This Agreement may at any time be terminated by either party hereto upon
60 days' written notice to the other party.

VIII

All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the
date of service if served personally on the party to whom notice is to be
given, or on the date of mailing if sent by First Class Mail, Registered or
Certified, postage prepaid and properly addressed.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.

EXECUTED this 19 day of September, 1994.

INSURANCE COMPANY
FIRST VARIABLE LIFE INSURANCE COMPANY

BY: /S/ John S. Coulton
---------------------------------

PRINCIPAL UNDERWRITER
FIRST VARIABLE CAPITAL SERVICES, INC.

BY: /S/ Bruce D. Lawrence
---------------------------------

<PAGE>

AMENDMENT NUMBER ONE
TO
PRINCIPAL UNDERWRITER'S AGREEMENT

AMENDMENT to Principal Underwriter's Agreement ("Agreement") dated
September 19, 1994 by and between FIRST VARIABLE LIFE INSURANCE COMPANY
("Insurance Company") on behalf of FIRST VARIABLE ANNUITY FUND A and FIRST
VARIABLE ANNUITY FUND E (the "Variable Accounts") and FIRST VARIABLE CAPITAL
SERVICES, INC. ("Principal Underwriter").

The Agreement is hereby amended to include SEPARATE ACCOUNT VL of the
Insurance Company as one of the Variable Accounts. In all other respects,
the terms, conditions and limitations of the Agreement , as amended, shall
continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.

EXECUTED this __ day of _________, 1996.

INSURANCE COMPANY
FIRST VARIABLE LIFE INSURANCE COMPANY

BY: _______________________

PRINCIPAL UNDERWRITER
FIRST VARIABLE CAPITAL SERVICES, INC.

BY: __________________________

<PAGE>

Exhibit 1.A. (3)(b)
Broker-Dealer Agreement

<PAGE>

Exhibit 1.A. (3)(b)
BROKER-DEALER AGREEMENT

IT IS HEREBY AGREED by and between FIRST VARIABLE LIFE INSURANCE COMPANY
(hereinafter referred to as "INSURANCE COMPANY"), an Arkansas corporation,
and FIRST VARIABLE CAPITAL SERVICES, INC. (hereinafter referred to as
"BROKER/DEALER"), an Arkansas corporation, as follows:

BASIS FOR THE AGREEMENT

A. INSURANCE COMPANY

INSURANCE COMPANY is a life insurance company licensed to issue
various life insurance policies and annuity contracts.

B. BROKER/DEALER

BROKER/DEALER is an affiliate of INSURANCE COMPANY. BROKER/DEALER
was organized to function as a broker-dealer registered under the
provisions of the Securities Exchange Act of 1934 (hereinafter
referred to as the "34 Act") for the sale of certain variable
contracts issued by separate accounts of INSURANCE COMPANY. Such
variable contracts may be deemed to be securities within the
meaning of the Securities Act of 1933 and will be registered
thereunder.

C. PURPOSE OF AGREEMENT

INSURANCE COMPANY desires BROKER/DEALER to act as the distributor
for all of the said variable contracts which require distribution
under the auspices of a registered broker-dealer. The parties
desire INSURANCE COMPANY to maintain certain accounting books and
records of BROKER/DEALER and to send purchasers of such variable
contracts required confirmations of transactions on behalf of
BROKER/DEALER and to pay any commissions which may be due on sales
of such variable contracts to any selling broker-dealers and any
registered representative of BROKER/DEALER who are also licensed
insurance agents (or agencies) of INSURANCE COMPANY. The parties
also desire to make arrangements for adequate facilities and
financing for the carrying on of the business of BROKER/DEALER.

<PAGE>

DUTIES OF BROKER/DEALER

A. REGISTRATION UNDER THE '34 ACT

BROKER/DEALER shall maintain its registration as a broker-dealer
under the provisions of the '34 Act and will secure whatever
authorizations, licenses, qualifications, permits and the like as
may be necessary to perform its obligations under this agreement
in those states requested by INSURANCE COMPANY.

B. MEMBERSHIP IN THE NATIONAL ASSOCIATION
OF SECURITIES DEALER, INC.

BROKER/DEALER shall maintain its membership in the National
Association of Securities Dealer, Inc. (NASD).

C. RESPONSIBILITY FOR SECURITIES ACTIVITIES

BROKER/DEALER shall assume full responsibility for the securities
activities of all persons engaged directly or indirectly (within
the meaning of Section 3(a)(18) of the '34 Act) in the variable
contract operations of INSURANCE COMPANY, including but not
limited to training, supervision and control as contemplated under
appropriate provisions of the '34 Act, any regulations thereunder,
or by the rules of the NASD. To the extent necessary and
appropriate, those persons directly or indirectly involved in such
variable contract operations shall be registered representatives
or registered principals of BROKER/DEALER as appropriate to their
activities.

D. APPOINTMENT OF REGISTERED PERSONS
AND MAINTENANCE OF PERSONNEL RECORDS

BROKER/DEALER shall have the authority and responsibility for the
appointment and registration of those persons who will be
registered representatives and registered principals.
BROKER/DEALER shall likewise have the responsibility for
maintenance of all the appropriate records of such registered
person.

E. MAINTENANCE OF NET CAPITAL

BROKER/DEALER shall the authority and responsibility for
maintenance of appropriate net capital and for limiting aggregate
indebtedness as may be

<PAGE>

required under the provisions of the '34 Act, any regulations
thereunder, or by NASD rules.

F. REQUIRED REPORTS

BROKER/DEALER shall have the responsibility for preparation and
submission of any reports or other materials required by any
regulatory authority having proper jurisdiction.

III

DUTIES OF INSURANCE COMPANY

A. MAINTENANCE OF ACCOUNTING RECORDS

INSURANCE COMPANY shall be responsible for the maintenance of all
books and records in connection with the offer and sale of said
variable contracts. Such books and records shall be maintained
and preserved in conformity with any requirements under the '34
Act, any regulations thereunder, or under NASD rules to the extent
that such requirements are applicable to variable contract
operations. All such books and records shall be maintained and
held by INSURANCE COMPANY on behalf of and as agent for
BROKER/DEALER. All such books and records are, and shall at all
times remain, the property of BROKER/DEALER and shall at all times
be subject to inspection by duly authorized officers, auditors or
representatives of BROKER/DEALER and by the Securities and
Exchange Commission, the NASD, or other regulatory authority
having proper jurisdiction. Nothing herein shall preclude
INSURANCE COMPANY from engaging the services of third parties to
perform ministerial, clerical or computer services with respect to
its duties hereunder.

B. PAYMENT OF COMMISSIONS

INSURANCE COMPANY shall provide for the payment on behalf of
BROKER/DEALER of all commissions which may be due on sales of such
variable contracts to any selling broker-dealers and registered
representatives of BROKER/DEALER who are also licensed insurance
agents (or agencies) of INSURANCE COMPANY. Such commissions shall
be payable from funds made available for such and shall be subject
to approval before payment by duly authorized personnel of
BROKER/DEALER. The payment of commissions hereunder on behalf of
BROKER/DEALER is intended by the parties to be a purely
ministerial act by INSURANCE COMPANY and all such payments shall
be properly reflected on the books and records maintained on
behalf of BROKER/DEALER. In computing any amounts owned to

<PAGE>

BROKER/DEALER, INSURANCE COMPANY shall take into account any sales
loads that may be payable to BROKER/DEALER because of any
surrenders of variable products.

C. CONFIRMATION OF TRANSACTIONS

INSURANCE COMPANY shall provide for the issuance of confirmations
on behalf of BROKER/DEALER, acting as agent for INSURANCE COMPANY,
regarding all transactions required to be confirmed, and in the
form and manner required for such confirmations, under the '34
Act, any regulations thereunder, or by NASD rules.

D. PROVISION OF CAPITALIZATION

INSURANCE COMPANY shall provide BROKER/DEALER with adequate
capitalization and shall, when needed, supplement such
capitalization in amounts sufficient to insure that at all times
minimum net capital is available to meet the requirements of the
'34 Act, any regulations thereunder or NASD rules.

E. PAYMENT OF EXPENSES OF BROKER/DEALER

In the event BROKER/DEALER should expend any of its own funds,
INSURANCE COMPANY shall reimburse BROKER/DEALER upon demand.
INSURANCE COMPANY's obligations under the terms of this paragraph
shall be limited solely to payment or reimbursement of expenses
incurred by BROKER/DEALER in performance of services for INSURANCE
COMPANY.

F. PROVISIONS OF FACILITIES AND PERSONNEL

INSURANCE COMPANY shall provide BROKER/DEALER with facilities and
personnel sufficient to perform BROKER/DEALER's obligations
hereunder and to carry on its business in conformity with
provisions of the '34 Act, any regulations thereunder or NASD
rules.

G. TERMINATION

This Agreement may be terminated at any time by either party upon
written notice to the other stating the date when such termination
shall be effective provided that this Agreement may not be
terminated or modified by either party if the effect would be to
put BROKER/DEALER out of compliance with the "net-capital"
requirements of the '34 Act. In addition, no default of any kind
shall have the effect of terminating this Agreement unless such
termination is subject to this termination provision.

<PAGE>

EXECUTED at Springfield, Massachusetts effective November 30, 1992.

INSURANCE COMPANY
FIRST VARIABLE LIFE INSURANCE COMPANY

BY: /S/ JOHN S. COULTON
-----------------------------------------
lts Vice President and General Counsel

BROKER/DEALER
FIRST VARIABLE CAPITAL SERVICES, INC.

BY: /S/ JOHN S. COULTON
-----------------------------------------
lts President

<PAGE>

Exhibit 1.A. (6)(b)
By-Laws of First Variable Life Insurance Company

<PAGE>

Exhibit 1.A (6)(b)

FIRST VARIABLE LIFE INSURANCE COMPANY

CERTIFICATE OF SECRETARY

This certificate is submitted pursuant to Order A.I.D. No. 96-166 of the
Insurance Commissioner for the State of Arkansas as to an adopted Report of
Examination for Arkansas Insurer, First Variable Life Insurance Company, NAIC
NO. 77984.

I, Arnold R. Bergman, being the duly elected Secretary of First Variable Life
Insurance Company (the "Company"), an Arkansas corporation, do hereby
certify, in the name and on behalf of the Company, that attached hereto as
ATTACHMENTS 1A. AND 1B. AND 1C. is a true and complete copy of the
By-laws of the Company, as in full force and effect on May 15, 1996 and at
all times thereafter, to and including the date hereof.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the Seal of
the Company effective the 10th day of June, I996.

/s/Arnold R. Bergman
------------------------------
Arnold R. Bergman, Secretary

[SEAL]

<PAGE>

Attachment l.a
Marked to show amendments
as of May 15, 1996

AMENDED
BYLAWS

of the

FIRST VARIABLE LIFE INSURANCE COMPANY

ARTICLE I
NAME AND LOCATION

Section 1. The name of this Corporation shall be FIRST VARIABLE LIFE
INSURANCE COMPANY.

Section 2. The Home Office and principal place of business shall be in the
City of Little Rock, County of Pulaski in the State of Arkansas. The
Corporation may have such other offices, either within or without the State
of Arkansas, as the Board of Directors may designate or as the business of
the Corporation may require from time to time.

Section 3. The Home Office of the Corporation, where the Corporation shall
keep records of its assets, transactions, and affairs, except to the extent
specifically authorized by the Commissioner to keep such records at a
regional home office, which is required by the Arkansas Insurance Code to be
maintained in the State of Arkansas, shall be in Little Rock, Arkansas. The
address of such Home Office may be changed from time to time by the Board of
Directors.

ARTICLE II
CAPITAL STOCK

Section l. Transfer of shares of the Corporation shall be made only on the
stock transfer books of the Corporation by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
recorded and filed with the Secretary of the Corporation, and on surrender of
cancellation of the certificate for such shares. No assignment or transfer of
stock shall be binding upon the Corporation until the transfer shall have
been recorded upon the books of the Corporation.

Section 2. Certificates of stock of this Corporation shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary.
Such signatures may be facsimiles if the certificate is signed by a transfer
agent, or by a registrar, other than a Director, officer, or employee of the
Corporation. A facsimile of the seal of this Corporation imprinted on any
certificates of stock of this Corporation shall have the same validity as the
actual impression of the corporate seal.

<PAGE>

ARTICLE III
MEETINGS OF STOCKHOLDERS

ANNUAL MEETING . . . .

Amended 5/15/96
See attachment 1.c

QUORUM

Section 2. At any meeting of the Stockholders duly called, a majority in
interest of all stock issued and outstanding represented in person or by
proxy shall constitute a quorum for the transaction of business, but a lesser
number may adjourn from time to time.

Section 3. All questions, unless otherwise provided for, shall be determined
by a majority of the capital stock voting thereon.

SPECIAL MEETINGS

Section 4. Special meetings of the Stockholders may be called by the
President, or by the chairman of the Board, or by order of the Board of
Directors, or in any other manner provided by law.

NOTICE OF MEETING LOCATION

Section 5. All meetings of the Stockholders, including the annual meeting,
shall be called in writing, and written or printed notice, stating the place,
day, and hour of said meeting and the purpose, shall be given by the
Secretary of the Corporation at least seven days before such meeting to each
Stockholder by mailing it, postage prepaid, addressed to each Stockholder at
the Stockholder's address as it appears upon the books of the Corporation. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the Stockholder at his address as it appears
on the stock transfer books, with postage thereon prepaid.

LOCATION

Section 6. All meetings of Stockholders, unless otherwise ordered by the
Directors, shall be held at the Home Office of the Corporation.

VOTING

Section 7. In the election of Directors and at all meetings of the
Corporation, each Stock holder shall be entitled to one vote for each share
of capital stock held. Stockholders may vote by proxy authorized by written
power of attorney which shall be filed with the Secretary of the

<PAGE>

Corporation before the meeting at which it is to be used. The record of votes
made by the Secretary of the Corporation shall show whether the same were
cast in person or by proxy.

ARTICLE IV
BOARD OF DIRECTORS

ELECTION OF DIRECTORS . . . .

Amended 5/15/96
See attachment l.b

HONORARY DIRECTORS

Section l(b). Any former Director of the Corporation, or of any corporation
with which it is or has been affiliated, may at any time be appointed by the
Board of Directors as an Honorary Director to serve for such term as the
Board shall fix. Each such Honorary Director may, upon invitation of the
Board of Directors, attend its meetings but shall not be counted in
determining the presence of a quorum nor have any right to vote thereat and
shall not be deemed to be a Director of the Corporation.

VACANCY ON BOARD

Section 2. The Board of Directors may remove any officer by a majority vote
and may fill any vacancy existing in their own Board except a vacancy caused
by the removal of a Director by the Stockholders, and they may also fill any
vacancy occurring in any other office of the Corporation. Such election to
office, other than Director, may be either for the unexpired term of the
officer whose death, resignation, or removal has created the vacancy, or may
be for such lesser time as the Directors may determine.

REMOVAL OF DIRECTORS

Section 3. The Stockholders, at a meeting called expressly for that purpose,
may remove, by two-thirds vote of the stock represented at the meeting, any
director for neglect of duty or misconduct. The vacancy created by such
removal shall be filled by the Stockholders.

REGULAR MEETINGS

Section 4. A regular meeting of the Board of Directors shall be held
immediately following, and at the same place as, the annual meeting of the
Stockholders.

<PAGE>

SPECIAL MEETINGS

Section 5. Special meetings of the Directors may be called by the Chairman of
the Board,{or the President and shall be called by the Secretary of the
Corporation at the written request of a majority of the Directors.

NOTICE OF MEETINGS

Section 6. Written notice of all meetings of the Board of Directors shall be
given by the Chairman of the Board, the President, or by the Secretary of the
Corporation to each Director by delivering such notice at least 24 hours
before the meeting or by mailing such notice at 48 hours before the meeting,
to the Director's address as it appears on the books of the Corporation. In
the event of an emergency, meetings of the Board of Directors may be called
upon not less than two hours' notice, provided the Chairman of the Board, the
President, or the Secretary of the Corporation gives such notice to each
Director verbally or by delivery in hand or by sending a telegram prepaid to
the Director's address as it appears on the books of the Corporation.

QUORUM

Section 7. Quorum. A majority of the number of directors fixed by Section
l(a) of this Article IV shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such a
majority is present at the meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

ARTICLE V
OFFICERS

ELECTION OF OFFICERS

Section 1. The Board of Directors shall each year at its annual meeting
choose a President, who shall be a member of the Board, a Secretary of the
Corporation, and a Treasurer. They may choose from their membership a
Chairman of the Board of Directors. They may also elect such Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and such other officers and
committees as they may deem necessary. Two or more offices may be held by the
same person except the offices of President and Secretary.

TERM OF OFFICE

Section 2. The officers shall hold office for one year or until their
successors shall be duly elected and qualified.

<PAGE>

ARTICLE VI
DUTIES OF OFFICERS

CHAIRMAN OF THE BOARD AND PRESIDENT

Section 1. The powers and duties of the Chairman of the Board, if one has
been elected, andPresident shall be as provided from time to time by
resolution or other directive of the Board of Directors. In the absence of
such provision, the respective officers shall have the power and shall
discharge the duties customarily and usually held and performed by like
officers of corporations similar in organization and business purposes to
this Corporation.

ABSENCE OR DISABILITY

Section 2. Such officer as may be designated by the Board of Directors shall,
during the absence or disability of the President and of the Chairman of the
Board of Directors, if one has been elected, exercise all of the powers and
discharge all the duties of said officers.

SECRETARY OF THE CORPORATION

Section 3. The Secretary of the Corporation shall issue notices for all
meetings as provided in Section 5 of Article III of these Bylaws; shall keep
a list of Stockholders and of the number of shares standing in the name of
each and a record of the transfers thereof; shall keep a record of the votes,
which shall show whether cast in person or by proxy, and all other
proceedings of all meetings of the Directors and Stockholders; a record of
all policies issued and of all authorized assignments, transfers and
cancellations thereof; and such other books and records as the Chairman or
the President and Directors may require; shall have charge of the corporate
seal, and shall attach the same to all documents which require sealing, and
shall sign all official papers or documents requiring the Secretary's
signature; shall have charge of all the records, documents, and papers of the
Corporation which properly belong to the Secretary's office and shall make
such reports and perform such other duties as are incidental to the office or
as are required by the Board of Directors. In the absence or disability of
the Secretary of the Corporation, the duties of the Secretary of the
Corporation shall be performed by the Assistant Secretary of the Corporation.

OTHER OFFICERS

Section 4. The other officers shall perform the customary duties of the
offices indicated by their titles and such further or other duties as may be
assigned to them from time to time by the Chairman or the President or Board
of Directors.

<PAGE>

ARTICLE VII
. . . .

Amended 5/15/96
See attachment l.c.

ARTICLE VIII
COMMITTEES

. . . .

Amended 5/15/96
See attachment l.c.

EXECUTIVE COMMITTEE . . . .

ARTICLE IX
CHECKS AND DRAFTS

CHECKS, DRAFTS, ORDERS, AND BILLS OF EXCHANGE

Section 1. Checks, drafts, orders, and bills of exchange withdrawing funds of
the Corporation from any depository shall be signed in such manner and by
such officer or officers or other persons as the Board of Directors or the
Investment Committee may designate. However, the Chairman of the Board, the
President, or any Vice President may authorize and empower any person or
persons, and may revoke, alter, or suspend any such authorization, to
withdraw funds of the Corporation from any depository by checks or drafts
signed by such person or persons, provided that such authorization shall be
reported to the Board of Directors at its next meeting. any such signature
or signatures may be made in facsimile by signature machine if the Board of
Directors or the Investment Committee so authorize.

DOCUMENTARY EXECUTIONS AND ASSIGNMENTS

Section 2. All assignments of bonds, stocks, transfers, or conveyances of
real estate, discharges of mortgage, partial releases of mortgage or
assignments thereof shall be in the name of the Corporation and under its
seal and shall be signed by such officers as the Board of Directors may
designate or (a) the Chairman of the Board, or the President, or a Vice
President, or an Assistant Vice President, or the Treasurer and (b) by the
Secretary of the Corporation, or Assistant Secretary of the Corporation. No
person holding two or more offices shall, however, sign in

<PAGE>

more than one capacity. Other obligations or instruments, whether or not
under seal, to be executed by the Corporation shall be under the official
signature of one or more of the officers, as may be required or appropriate.

ARTICLE X
POLICIES

Section 1. All policies or contracts of insurance issued by this Corporation
and riders or endorsements attached to such policies shall be signed by the
Secretary of the Corporation or an Assistant Secretary of the Corporation and
by the President or a Vice President, and a facsimile of the signature of any
such officer imprinted on any policy or contract or any rider or endorsement
attached thereto shall have the same validity as a written signature.

ARTICLE XI
FISCAL YEAR

Section 1. The fiscal year of the Corporation shall correspond with the
calendar year.

ARTICLE XII
CORPORATE SEAL

Section 1. The corporate seal shall bear the name of the Corporation and the
words, "Corporate Seal" and "Arkansas."

ARTICLE XIII
AMENDMENTS

Section 1. These Bylaws may be amended or altered as provided in the Articles
of Incorporation.

New - adopted 5/15/96 ARTICLE XIV
See attachment l.c. ARTICLE XV

<PAGE>

Attachment l.b.

Resolution of Sole Shareholder

FIRST VARIABLE LIFE INSURANCE COMPANY

Adopted May 15, 1996

RESOLVED, that, the Company, as the sole shareholder of First Variable Life
Insurance Company ("FVL"), shall amend the by-laws of FVL by deleting the
first and second paragraphs of Section l(a) of Article IV of the By-laws of
the Corporation, entitled "Election of Directors" and "EIigibility,"
respectively, and adopt the following in their place:

"ELECTION OF DIRECTORS. Section l(a). The Board of Directors shall have
general supervision and control of the affairs of the Corporation. At the
annual meeting of the Stockholders, they shall choose not less than three
(3) nor more than twenty (20) Directors. The exact number of Directors
within such minimum and maximum limits shall be subject to increase or
decease from time to time as the Stockholders may determine. Each Director
shall hold office until the next annual meeting and until his or her
successor shall have been elected and qualified, or until his death,
resignation or removal Directors need not be Stockholders."

<PAGE>

Attachment 1.c.

Resolutions of Board of Directors of

First Variable Life Insurance Company

Adopted May 15, 1996

WHEREAS, the Corporation desires to improve the management of the Corporation
by amending its by-laws in various ways;

RESOLVED, that Section 1 of Article III of the by-laws of the Corporation are
hereby deleted and the following is hereby adopted in its place:

"SECTION 1. ANNUAL MEETING. An annual meeting of stockholders shall be held
each calendar year on a date and at a time designated by the Board of
Directors, for the purpose of electing directors and the transaction of such
other business as may come before the meeting. The annual meeting shall not
be held on a legal holiday in the state where held."

FURTHER RESOLVED, that Article VII of the Corporation's by-laws is hereby
deleted and the following is hereby adopted in its place:

"Article VII. INDEMNIFICATION.

(a) The Corporation shall indemnify any person who was or is a party or
witness, or is threatened to be made a party or witness, or is involved in
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including a grand jury
proceeding) or any appeal therefrom (collectively, a "Proceeding") by reason
of the fact that he, or a person of whom he is a legal representative, is or
was a director or officer of the Corporation or was a director or officer of
the Corporation and serving at the request of the Corporation as a director,
officer, employee, agent, partner or trustee (or in a similar position)
(collectively a "Representative") of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, to the fullest extent that would be authorized or
permitted if the Corporation were governed by the Arkansas Business
Corporation Act of 1987, as amended (the "Act"), and any other applicable
law, as the same exist or may hereafter be amended or changed (but, in the
case of any such amendment or change, only to the extent that such amendment
or change would permit the Corporation if governed by the Act to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment or change), against all reasonable expenses
(including attorneys' fees), judgments, fines, penalties (including ERISA
excise taxes or penalties) and amounts paid in a compromise or settlement
actually and reasonably incurred by him or her in connection with such
Proceeding provided, however, that except as provided in paragraph (b) below
of this Article VII with respect to Proceedings seeking to enforce rights of
indemnification, entitlement to such indemnification shall be conditioned
upon the Corporation being afforded the opportunity to participate directly
on behalf of such person in such Proceeding or any settlement discussions
relating thereto, and with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding, entitlement to
indemnification shall be further conditioned upon the prior approval by the
Corporation of the proposed settlement or nonadjudicated disposition.
Notwithstanding the foregoing, except with

<PAGE>

respect to indemnification specified in paragraph (b) below, the Corporation
shall indemnify an officer, director or Representative with respect to a
Proceeding (or part thereof) initiated by such person only if such Proceeding
(or part thereof) was authorized by the Board of Directors of the
Corporation. The approval of any settlement or any nonadjudicated
disposition of a Proceeding shall be made (A) by the Board of Directors by
majority vote of a quorum consisting of directors not at the time parties to
the Proceedings, or (B) by special legal counsel selected (I) by the Board of
Directors by vote as set forth in clause (A) of this paragraph (a), or (ii)
if the requisite quorum of the full Board cannot be obtained therefor, by a
majority vote of a committee duly designated by the Board of Directors, in
which designation directors who are parties may participate, consisting of
two or more directors not at the time party to the Proceeding, or (iii) if a
quorum of the Board of Directors cannot be obtained under clause (i) and a
committee cannot be designated under clause (ii), selected by majority vote
of the full Board of Directors, in which selection directors who are parties
may participate. Approval or disapproval of any proposed compromise,
settlement or other nonjudicial disposition by the Corporation shall not
subject the Corporation to any liability to or require indemnification or
reimbursement of any party who the Corporation would not otherwise have been
required to indemnify or reimburse. The right to indemnification conferred in
this paragraph (a) shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in connection with any such
Proceeding in advance of its final disposition; provided, however, that the
payment of such expenses incurred by a director, officer or employee of the
Corporation in advance of the final disposition of such Proceeding shall be
made only in a manner consistent with the Act.

(b) Any indemnification or advancement of expenses required under these
By-laws shall be made promptly, and in any event within thirty (30) days,
upon the written request of the person entitled thereto. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole
or in part, or if payment in full pursuant to such request is not made within
thirty (30) days of the date such request is received by the Corporation, the
person seeking indemnification or advancement of expenses as granted by this
Article VII may at any time within the applicable statute of limitations
bring suit against the Corporation in any court of competent jurisdiction to
establish such person's right to indemnity or advancement of expenses. Such
person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such suit shall also be indemnified by the Corporation. It shall be a defense
to any such suit (other than an action brought to enforce a claim for the
advancement of expenses pursuant to these By-laws where the written
affirmation of good faith or undertaking to repay as required by the Act has
been received by the Corporation) that the claimant has not met the standard
of conduct required by the Act, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation (including the
Board of Directors, a committee thereof or independent legal counsel) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in the Act, nor the fact
that there has been an actual determination by the Corporation (including the
Board of Directors, a committee thereof or independent legal counsel) that
the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

(c) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may
be entitled under any by-law, agreement or vote of disinterested directors or
otherwise, both as to action in his or her official capacity and as

<PAGE>

to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director or officer and shall inure to
the benefit of the personal representatives, heirs, executors and
administrators of such a person. Any repeal or modification of the provisions
of these paragraphs (a), (b) or (c) of this Article VII shall not affect any
obligations of the Corporation or any rights regarding indemnification and
advancement of expenses of a director or officer with respect to any
threatened, pending or completed Proceeding for which indemnification or the
advancement of expenses is requested, in which the alleged cause of action
accrued at any time prior to such repeal or modification.

(d) If this Article VII or any portion thereof shall be invalidated on any
grounds by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director or officer of the Corporation as to
reasonable expenses (including attorneys' fees), judgments, fines, penalties
and amounts paid in settlement actually and reasonably incurred by such
person with respect to any Proceeding, including, without limitation, any
Proceeding by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of these By-laws that shall not have been
invalidated, by the Act or by any other applicable law."

FURTHER RESOLVED, that the present Article VIII of the by-laws is hereby
deleted and the following is hereby adopted in its place:

"ARTICLE VIII

COMMITTEES

SECTION 8.1. APPOINTMENT. The Board of Directors shall, at its regular annual
meeting, appoint an executive committee. The appointment of such executive
committee and the delegation thereto of authority shall not relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law.
The Board of Directors shall have authority to appoint at any time or from
time to time, and for such purposes, such other committees or subcommittees
as it may deem appropriate.

SECTION 8.2. COMPOSITION. The executive committee shall consist of two or
more members, all of whom must at all times be directors. An officer of the
Corporation may be appointed an ex officio member of the executive committee
for the purposes of taking minutes of the executive committee's deliberations
and providing advice to the directors who constitute such committee.

SECTION 8.3. AUTHORITY. The executive committee, when the Board of Directors
is not in session, shall have and may exercise all of the authority of the
Board of Directors except to the extent, if any, that such authority shall be
specifically limited by law, by these Bylaws, or otherwise by the Board. No
committee shall have the authority to:

(a) Authorize distributions.

(b) Approve or propose to shareholders action that applicable law or
regulations require be approved by shareholders.

(d) Amend the Corporation's Articles of Incorporation.

<PAGE>

(e) Adopt, amend, or repeal the Corporation's Bylaws.

(f) Approve a plan of merger not requiring shareholder approval.

(g) Authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors.

(h) Authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except that the Board of
Directors may authorize a committee or a senior executive officer of the
Corporation to do so within limits specifically prescribed by the Board
of Directors.

Each other committee shall perform the duties and exercise the powers
delegated to it in the resolution designating and constituting the same.

SECTION 8.4. TENURE AND QUALIFICATIONS. Subject to Section 8.2 above, each
member of any committee shall hold office until removed by the Board of
Directors.

SECTION 8.5. MEETINGS. Regular meetings of any committee may be held without
notice at such times and places as the committee may fix from time to time by
resolution. Special meetings of any committee may be called by any member
thereof upon not less than two day's notice stating the place, date and hour
of the meeting, which notice may be written or oral. Any member of the
committee may waive notice of any meeting. A committee member's attendance at
or participation in a meeting waives any required notice to that committee
member of the meeting, unless the committee member at the beginning or
promptly upon the committee member's arrival objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting. The notice of a meeting of any
committee need not state the business proposed to be transacted at the
meeting.

SECTION 8.6. QUORUM. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof
and action of any committee must be authorized by the affirmative vote of a
majority of the members who are directors and are present at a meeting at
which a quorum is present.

SECTION 8.7. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by any committee at a meeting maybe taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the members of such committee.

SECTION 8.8. VACANCIES. Any vacancy in any committee may be filled by the
Board of Directors.

SECTION 8.9. RESIGNATIONS AND REMOVAL. Any member of any committee may be
removed at any time with or without cause by the Board of Directors. Any
member of any committee may resign from such committee at any time by written
notice to the President or Secretary, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.

SECTION 8.10. PROCEDURE. Each committee shall elect a presiding officer from
its members and may fix its own rules of procedure which shall not be
inconsistent with these By-laws. Each

<PAGE>

committee shall keep regular minutes of its proceedings. The executive
committee shall report its proceedings to the Board of Directors for its
information at the meeting thereof held next after such proceedings shall
have been taken. Other committees need only report their proceedings if
requested by the Board of Directors.

SECTION 8.11. COMPENSATION. The compensation, if any, and expense allowance,
if any, to be paid to members of a committee may be fixed by the Board of
Directors; provided, however, that no committee member shall receive
compensation for his services as such if he draws a salary from the
Corporation, or an affiliated corporation, as an officer or employee; further
provided, that the President is authorized in his discretion to pay directors
for attendance at special meetings of their committees or special meetings
with the corporation's officers an amount not exceeding what such directors
are entitled to receive for attendance at a meeting of the Board of
Directors."

FURTHER RESOLVED, the following Articles XIV and XV are hereby added to the
by-laws of the Corporation:

"ARTICLE XIV

ACTION WITHOUT A MEETING

SECTION 1. ACTION WITHOUT MEETING - STOCKHOLDERS. Any action required or
permitted by law, the Articles of Incorporation or these Bylaws to be taken
at a meeting of the stockholders may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.

SECTION 2. ACTION WITHOUT MEETING - DIRECTORS. Any action required or
permitted by law, the Articles of Incorporation or these By-laws to be taken
at any meeting of the Board of Directors may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all
of the Directors then in office."

"ARTICLE XV

TELEPHONIC MEETINGS

Members of the Board of Directors of the Corporation and any committees
thereof, may participate in any meeting of the Board or such committee,
respectively, by conference telephone or similar communications equipment by
means of which all persons participating in any such meeting can communicate
fully and directly with each other, and participation in any such meeting
pursuant to this provision shall constitute presence in person at such
meeting for all purposes of these By-laws."

<PAGE>

Exhibit 3. (a)
Opinion and Consent of Arnold R. Bergman, Vice President - Legal
of First Variable Life Insurance Company as to securities being registered

<PAGE>

Exhibit 3. (a)

[LOGO]

November 15, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Registration of Contract Interests
Separate Account VL of First Variable Life Insurance Company
(File No. 333-05053)

Dear Sir/Madam:

In my capacity as Vice President - Legal of First Variable Life Insurance
Company ("First Variable"), I have acted as chief legal officer with regard
to variable life insurance contracts ("Contracts") described in the captioned
Registration and funded in Separate Account VL ("Separate Account") of First
Variable. I have examined the Articles of Incorporation and Bylaws of First
Variable, the Contracts and such other records as I have deemed necessary in
connection with the rendering of this opinion.

Based upon the foregoing and having regard for such legal consideration as I
have deemed relevant, I am of the opinion that:

1. First Variable is a duly organized and existing stock life insurance
company under the laws of the state of Arkansas authorized to issue
life insurance and annuity contracts.

2. The establishment of the Separate Account has been duly authorized by
the Board of Directors of First Variable.

3. The Contracts, when duly issued and delivered by First Variable for
value, are valid and enforceable obligations of the Company under
Arkansas law, except as limited by bankruptcy and other laws generally
affecting the rights of creditors.

This opinion speaks only as of the date hereof and I expressly disclaim any
obligation to update it for any change in the law or facts occurring
subsequent to the date hereof.

I consent to the use in Registration No. 333-05053 of this opinion letter.

Very truly yours,

s/Arnold R. Bergman
- -------------------
Arnold R. Bergman
Vice President - Legal*

*Admitted in NY

<PAGE>

Exhibit 3. (b)
Consent of Mayer, Brown & Platt

<PAGE>

Exhibit 3. (b)

MAYER, BROWN & PLATT

CONSENT OF
MAYER, BROWN & PLATT

We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus comprising a part of the Form S-6 Registration
Statement of First Variable Life Insurance Company.

/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT

Washington, D.C.
November 15, 1996

<PAGE>

Exhibit 6
Opinion and Consent of Actuary

<PAGE>

Exhibit 6.

[LOGO]

November 4th, 1996

First Variable Life Insurance Company
10 Post Office Square, 12th Floor
Boston, MA 02109

Re: Registration of Contract Interests
Separate Account VL of First Variable Life Insurance Company
(File No. 333-05053)

Gentlemen:

In my capacity as Actuary of First Variable Life Insurance Company, I have
provided actuarial advice concerning:

- - The preparation of the captioned registration statement ("Registration
Statement") on Form S-6 filed by First Variable Life Insurance Company and
its Separate Account VL with the Securities and Exchange Commission under
the Securities Act of 1933 with respect to the variable universal life
insurance contract ("Contract") described therein; and

- - The preparation of the policy forms for the Contract described in the
Registration Statement.

It is my professional opinion that:

1. The illustration of death benefits, account values, cash surrender values and
total premiums paid plus interest at 5% shown in the prospectus, based on the
assumptions stated in the illustration, are consistent with the provisions of
the Contract. 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 included, appear more favourable to prospective buyers than
other illustrations which could have been provided at other combinations of
ages, sex of the insured, death benefit option and amount, definition of life
insurance test, premium class and premium amounts. Insureds in other premium
classes may have higher cost of insurance charges.

<PAGE>

2. All other numerical expamples shown in the prospectus are consistent with the
Contract and our practices and have not been designed to appear more
favourable to prospective buyers than other examples which could have been
provided.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.

Sincerely

/s/ Martin Sheerin
Martin Sheerin FSA, MAAA

<PAGE>

Exhibit 7
Consent of Independent Auditors

<PAGE>

Exhibit 7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 25, 1996, in the Registration Statement
(Form S-6 No. 333-05053) and related Prospectus of First Variable Life
Insurance Company.

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

Boston, Massachusetts
November 13, 1996

<PAGE>

Exhibit 10
Powers of Attorney

<PAGE>

Exhibit 10.

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, MICHAEL J. COREY, a Director of First
Variable Life Insurance Company, a corporation duly organized under the laws
of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD R.
BERGMAN, or any one of the foregoing individually, as my attorney and agent,
for me, and in my name as a Director of this company on behalf of the Company
or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Martin Sheerin /s/ Michael J. Corey
- ------------------ --------------------
Michael J. Corey

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, MICHAEL R. FERRARI, a Director of
First Variable Life Insurance Company, a corporation duly organized under the
laws of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD
R. BERGMAN, or any one of the foregoing individually, as my attorney and
agent, for me, and in my name as a Director of this company on behalf of the
Company or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Michael R. Friedberg /s/ Michael R. Ferrari
- ------------------------ -----------------------
Michael R. Ferrari

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, JEFF S. LIEBMAN, Director of First
Variable Life Insurance Company, a corporation duly organized under the laws
of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD R.
BERGMAN, or any one of the foregoing individually, as my attorney and agent,
for me, and in my name as a Director of this company on behalf of the Company
or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Michael R. Friedberg /s/ Jeff S. Liebman
- ------------------------ ---------------------
Jeff S. Liebman

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, RONALD M. BUTKIEWICZ, a Director of
First Variable Life Insurance Company, a corporation duly organized under the
laws of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD
R. BERGMAN, or any one of the foregoing individually, as my attorney and
agent, for me, and in my name as a Director of this company on behalf of the
Company or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Martin Sheerin /s/ Ronald M. Butkiewicz
- ------------------ -------------------------
Ronald M. Butkiewicz

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, NORMAN A. FAIR, Director of First
Variable Life Insurance Company, a corporation duly organized under the laws
of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD R.
BERGMAN, or any one of the foregoing individually, as my attorney and agent,
for me, and in my name as a Director of this company on behalf of the Company
or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 24TH day of APRIL, 1996

WITNESS:

/s/ Thomas K. Neavins /s/ Norman A. Fair
- --------------------- -------------------
Norman A. Fair

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, PETER D. FULLAM, a Director of First
Variable Life Insurance Company, a corporation duly organized under the laws
of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD R.
BERGMAN, or any one of the foregoing individually, as my attorney and agent,
for me, and in my name as a Director of this company on behalf of the Company
or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Martin Sheerin /s/ Peter D. Fullam
- ------------------- ----------------------
Peter D. Fullam

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, T. DAVID KINGSTON, a Director of
First Variable Life Insurance Company, a corporation duly organized under the
laws of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD
R. BERGMAN, or any one of the foregoing individually, as my attorney and
agent, for me, and in my name as a Director of this company on behalf of the
Company or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Martin Sheerin /s/ T. David Kingston
- ------------------ ---------------------
T. David Kingston

<PAGE>

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS K. NEAVINS, Director of First
Variable Life Insurance Company, a corporation duly organized under the laws
of the State of Arkansas, do hereby appoint, STEPHAN LARGENT and ARNOLD R.
BERGMAN, or any one of the foregoing individually, as my attorney and agent,
for me, and in my name as a Director of this company on behalf of the Company
or otherwise, with full power to execute, deliver and file with the
Securities and Exchange Commission all documents required for registration of
variable annuity and variable life insurance contracts under the Securities
Act of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

WITNESS my hand this 15TH day of MAY, 1996

WITNESS:

/s/ Martin Sheerin /s/ Thomas K. Neavins
- ------------------ ---------------------
Thomas K. Neavins