ALPINE LIFE INSURANCE CO SEPERATE ACCOUNT TWO
S-6, 1998-10-09
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<PAGE>

      As filed with the Securities and Exchange Commission on October 9, 1998.
                                                                    File No.

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-6

                 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
                  SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                     FORM N-8B-2

A.   Exact name of trust:  Separate Account Two

B.   Name of depositor: Alpine Life Insurance Company

C.   Complete address of depositor's principal executive offices:

     P.O. Box 2999
     Hartford, CT  06104-2999

D.   Name and complete address of agent for service:

     Marianne O'Doherty, Esq.
     Alpine Life Insurance Company
     P.O. Box 2999
     Hartford, CT  06104-2999

E.   Title and amount of securities being registered:  Pursuant to Rule 24f-2
     under the Investment Company Act of 1940, the Registrant will register an
     indefinite amount of securities.

F.   Proposed maximum aggregate offering price to the public of the securities
     being registered:  Not yet determined.

G.   Amount of filing fee: Not applicable.

H.   Approximate date of proposed public offering:  As soon as practicable after
     the effective date of this registration statement.

The registrant hereby amends this Registration Statement on such 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.

<PAGE>

                          RECONCILIATION AND TIE BETWEEN 
                             FORM N-8B-2 AND PROSPECTUS
ITEM NO. OF
FORM N-8B-2         CAPTION IN PROSPECTUS
- -----------         ---------------------

     1.             Cover page

     2.             Cover page

     3.             Not applicable

     4.             Alpine Life Insurance Company; How We Sell Our Policy

     5.             The Separate Account

     6.             The Separate Account

     7.             Not required by Form S-6

     8.             Not required by Form S-6

     9.             Legal Proceedings

     10.            Summary; The Funds; Application for a Policy; Policy
                    Benefits and Rights; Other Matters - Voting Rights,
                    Dividends

     11.            Summary; The Funds

     12.            Summary;  The Funds

     13.            Deductions and Charges; How We Sell Our Policy; Federal Tax
                    Considerations

     14.            Application

     15.            Allocation of Premiums 

     16.            The Funds; Allocation of Premiums

     17.            Summary; Policy Benefits and Rights - Account Value and
                    Amount Payable on Surrender of the Policy, Cancellation and
                    Exchange Rights

<PAGE>

ITEM NO. OF
FORM N-8B-2         CAPTION IN PROSPECTUS
- -----------         ---------------------
     
     18.            The Funds; Deduction and Charges; Federal Tax Considerations

     19.            Other Matters - Statements

     20.            Not applicable

     21.            Policy Benefits and Rights - Policy Loans

     22.            Not applicable

     23.            Safekeeping of Separate Account Assets

     24.            Other Matters - Assignment

     25.            Alpine Life Insurance Company

     26.            Not applicable

     27.            Alpine Life Insurance Company

     28.            Alpine Life Insurance Company

     29.            Alpine Life Insurance Company

     30.            Not applicable

     31.            Not applicable

     32.            Not applicable

     33.            Not applicable

     34.            Not applicable

     35.            How We Sell Our Policy

     36.            Not required by Form S-6

     37.            Not applicable

     38.            How We Sell Our Policy

<PAGE>

ITEM NO. OF
FORM N-8B-2         CAPTION IN PROSPECTUS
- -----------         ---------------------

     39.            Alpine Life Insurance Company; How We Sell Our Policy

     40.            Not applicable

     41.            Alpine Life Insurance Company;  How We Sell Our Policy

     42.            Not applicable

     43.            Not applicable

     44.            Allocation of Premiums

     45.            Not applicable

     46.            Policy Benefits and Rights - Account Value

     47.            The Funds

     48.            Cover Page; Alpine Life Insurance Company

     49.            Not applicable

     50.            The Separate Account

     51.            Summary; Alpine Life Insurance Company;  Your Policy; 
                    Policy Benefits and Rights;  Other Matters - Beneficiary

     52.            The Funds, Investment Adviser

     53.            Federal Tax Considerations

     54.            Not applicable

     55.            Not applicable

     56.            Not required by Form S-6

     57.            Not required by Form S-6

     58.            Not required by Form S-6

     59.            Not required by Form S-6

<PAGE>




                                       PART I



<PAGE>
                                         6                                    

                                          
ALPINE LIFE INSURANCE COMPANY 
SEPARATE ACCOUNT TWO                         [PRODUCT NAME]
P. O. BOX 2999                               Modified Single Premium
HARTFORD, CT  06104-2999                     Variable Life Insurance Policies
TELEPHONE (800) [              ]

This Prospectus describes information you should know before you purchase the 
[Product Name] variable life insurance policy.  Please read it carefully. 

The [PRODUCT NAME] variable life insurance policy is a contract between you 
and Alpine Life Insurance Company where you agree to make payments to us and 
we agree to pay a death benefit to your beneficiaries. The [PRODUCT NAME] is 
a modified single premium variable life insurance policy. It is: 

X    Modified single premium, because you pay one large single payment, and
     under certain circumstances you may add payments.
X    Variable, because the value of your life insurance policy will fluctuate
     with the performance of the stock market.

After purchase, you allocate your payments to "sub-accounts" or subdivisions 
of our separate account, an account that keeps your life insurance policy 
assets separate from our company assets. These sub-accounts then purchase 
shares of mutual funds set up exclusively for variable annuity or variable 
life insurance products.  These funds are not the same mutual funds that you 
buy through your stockbroker or through a retail mutual fund, but they may 
have similar investment strategies and the same portfolio managers as retail 
mutual funds. This life insurance policy offers you funds with investment 
strategies ranging from conservative to aggressive and you may pick those 
funds that meet your investment style.  The sub-accounts and the funds are 
listed below:

- -    Advisers Sub-Account which purchases shares of Class IA of Hartford
     Advisers HLS Fund, Inc. 
- -    Bond Sub-Account which purchases shares of Class IA of Hartford Bond HLS
     Fund, Inc. 
- -    Capital Appreciation Sub-Account which purchases shares of Class IA of
     Hartford Capital Appreciation HLS Fund, Inc.
- -    Dividend and Growth Sub-Account which purchase shares of Class IA of
     Hartford Dividend and Growth HLS Fund, Inc. 
- -    Global Leaders Sub-Account which purchases shares of Class IA of Hartford
     Global Leaders HLS Fund, Inc.
- -    Growth and Income Sub-Account which purchases shares of Class IA of
     Hartford Growth and Income HLS Fund, Inc.
- -    High Yield Sub-Account which purchases shares of Class IA of Hartford High
     Yield HLS Fund, Inc.

<PAGE>
                                         7                                    


- -    Index Sub-Account which purchases shares of Class IA of Hartford Index 
     HLS Fund, Inc. 
- -    International Advisers Sub-Account which purchases shares of Class IA of
     Hartford International Advisers HLS Fund, Inc.
- -    International Opportunities Sub-Account which purchases shares of Class IA
     of Hartford International Opportunities HLS Fund, Inc.
- -    MidCap Sub-Account which purchases shares of Class IA of Hartford MidCap
     HLS Fund, Inc. 
- -    Money Market Sub-Account which purchases shares of Class IA of Hartford
     Money Market HLS Fund, Inc.
- -    Mortgage Securities Sub-Account which purchases shares of Class IA of
     Hartford Mortgage Securities HLS Fund, Inc. 
- -    Small Company Sub-Account which purchases shares of Class IA of Hartford
     Small Company HLS Fund, Inc.       
- -    Stock Sub-Account which purchases of Class IA of Hartford Stock HLS Fund,
     Inc. 

If you decide to buy this life insurance policy, you should keep this 
prospectus for your records. Although we file the Prospectus with the 
Securities and Exchange Commission, the Commission doesn't approve or 
disapprove these securities or determine if the information is truthful or 
complete.  Anyone who represents that the Securities and Exchange Commission 
does these things may be guilty of a criminal offense. 

This Prospectus can also be obtained from the Securities and Exchange 
Commissions' website (HTTP://WWW.SEC.GOV).

This life insurance policy IS NOT:
- -    a bank deposit or obligation
- -    federally insured
- -    endorsed by any bank or governmental agency
- -    available for sale in all states

Prospectus Dated: [       ], 1998

<PAGE>
                                         8                                    


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

                                                                           PAGE
                                                                           ----

  SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
  ABOUT US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
  Alpine Life Insurance Company. . . . . . . . . . . . . . . . . . . . . . 16
  The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . 16
  The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
  Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
  YOUR POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
  Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
  Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
  Allocation of Premiums . . . . . . . . . . . . . . . . . . . . . . . . . 21
  Accumulation Unit Values . . . . . . . . . . . . . . . . . . . . . . . . 22
  DEDUCTIONS AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . 22
  Chart of Deduction and Charges . . . . . . . . . . . . . . . . . . . . . 23
  Cost of Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
  Administrative Charge. . . . . . . . . . . . . . . . . . . . . . . . . . 25
  Annual Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . . . . 25
  Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
  Your Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
        Option 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
        Option 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
  Other Deductions or Charges. . . . . . . . . . . . . . . . . . . . . . . 28
  POLICY BENEFITS AND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . 28
  Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
  Account Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
  Transfer of Account Value. . . . . . . . . . . . . . . . . . . . . . . . 29
  Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
  Amount Payable on Surrender of the Policy. . . . . . . . . . . . . . . . 31
  Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
  Benefits at Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . 32
  Lapse and Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . 32
  Cancellation and Exchange Rights . . . . . . . . . . . . . . . . . . . . 32
  Suspension of Valuation, Payments and Transfers  . . . . . . . . . . . . 33
  LAST SURVIVOR POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . 33
  OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
  Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
  Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
  Limit on Right to Contest. . . . . . . . . . . . . . . . . . . . . . . . 35
  Misstatement as to Age and Sex . . . . . . . . . . . . . . . . . . . . . 35
  Settlement Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 35
  Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
  Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

<PAGE>
                                         9                                    


  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
  EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . 38
  HOW WE SELL OUR POLICY . . . . . . . . . . . . . . . . . . . . . . . . . 40
  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS . . . . . . . . . . . . . . 41
  FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 42
  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
  Taxation of Alpine and the Separate Account. . . . . . . . . . . . . . . 42
  Income Taxation of Policy Benefits . . . . . . . . . . . . . . . . . . . 42
  Last Survivor Policies . . . . . . . . . . . . . . . . . . . . . . . . . 43
  Modified Endowment Policies. . . . . . . . . . . . . . . . . . . . . . . 43
  Estate and Generation Skipping Taxes . . . . . . . . . . . . . . . . . . 44
  Diversification Requirements . . . . . . . . . . . . . . . . . . . . . . 44
  Ownership of the Assets in the Separate Account. . . . . . . . . . . . . 45
  Life Insurance Purchased for Use in Split Dollar Arrangements. . . . . . 46
  Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . 46
  Non-Individual Ownership of Policies . . . . . . . . . . . . . . . . . . 46
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
  Life Insurance Purchases by Nonresident Aliens and Foreign Corporations. 46
  LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
  LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
  YEAR 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
  EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
  REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 48
  APPENDIX A -- SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK . . 49
  APPENDIX B -- ILLUSTRATIONS OF BENEFITS. . . . . . . . . . . . . . . . . 52

<PAGE>
                                         10                                  


                                   SPECIAL TERMS
                                   -------------

As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT VALUE:  The current value of the Sub-Accounts plus the value of the 
Loan Account under the Policy.

ACCUMULATION UNIT:  A unit of measure we use to calculate the value of a 
Sub-Account.

ANNUAL WITHDRAWAL AMOUNT:  The amount that can be withdrawn in any Policy 
Year before we charge you a surrender charge.

ANNUITY UNIT:  A unit of measure we use to calculate the amount of annuity 
payments. 

ATTAINED AGE:  The Issue Age plus the number of fully completed Policy Years.
  
CASH SURRENDER VALUE:  The Cash Value less all Indebtedness.

CASH VALUE: The Account Value less any Surrender Charge and any Unamortized 
Tax charge due upon surrender.  

CODE:  The Internal Revenue Code of 1986, as amended.

COVERAGE AMOUNT:  The Death Benefit less the Account Value.

DEATH BENEFIT:  The greater of (1) the Face Amount specified in the Policy or 
(2) the Account Value on the date of death multiplied by a stated percentage 
as specified in the Policy.

DEATH PROCEEDS:  The amount that Alpine will pay on the death of the Insured. 
This equals the Death Benefit less any Indebtedness.

DEDUCTION AMOUNT:  A deduction on the Policy Date and on each Monthly 
Activity Date for the cost of insurance, Tax Expense charges under Option 1, 
an administrative charge and a mortality and expense risk charge.   

FACE AMOUNT:  On the Policy Date, the Face Amount is the amount shown on the 
Policy's Specifications page.  Thereafter, the Face Amount is reduced in 
proportion to any partial surrenders.

FUNDS:  The registered investment management companies in which assets of the 
Separate Account may be invested.

GUIDELINE SINGLE PREMIUM:  The "Guideline Single Premium" as defined in 
Section 7702 of the Code.

<PAGE>
                                         11                                  

HOME OFFICE:  Currently located at 200 Hopmeadow Street, Simsbury, 
Connecticut; however, the mailing address is P.O. Box 2999, Hartford, 
Connecticut 06104-2999.

INDEBTEDNESS:  All monies owed to Alpine by the Policy Owner, including all 
outstanding loans on the Policy, any interest due or accrued and any unpaid 
Deduction Amount or annual maintenance fee arising during a grace period.

INSURED:  The person on whose life the Policy is issued.

ISSUE AGE: As of the Policy Date, the Insured's age on Insured's last 
birthday.

LOAN ACCOUNT:  An account in Alpine's General Account, established for any 
amounts transferred from the Sub-Accounts for requested loans.  The Loan 
Account credits a fixed rate of interest that is not based on the investment 
experience of the Separate Account.

MONTHLY ACTIVITY DATE:  The day of each month on which any deductions or 
charges are subtracted from the Account Value of the Policy.  Monthly 
Activity Dates occur on the same day of the month as the Policy Date.

POLICY: The Policy is the individual Policy and any endorsements or riders.  
If you are enrolled under a group Policy, the Policy is a certificate.
 
POLICY ANNIVERSARY:   The anniversary of the Policy Date.  

POLICY DATE:  The date from which Policy Anniversaries and Policy Years are 
measured.

POLICY LOAN RATE: The interest rate charged on Policy loans.

POLICY OWNER OR YOU: The owner of the Policy

POLICY OWNER OPTIONS: You may elect one of two options offered by Alpine to 
pay Mortality and Expense Risk charges and certain tax related charges.  You 
must elect the option at the time the Policy is issued and the option cannot 
be changed once the Policy is issued.  The following options are available: 

     OPTION 1: ASSET BASED CHARGES: Under this option you elect to pay a
     Mortality and Expense Risk charge that is deducted monthly from Account
     Value at an annual rate of .90% in Policy Years 1 through 10 and at an
     annual rate of .50% in Policy Years 11 and beyond; a Tax Expense charge
     that is also deducted monthly at an annual rate of .40% for the first 10
     Policy Years and an Unamortized Tax charge that is imposed during the 
     first 9 Policy Years on surrenders or partial surrenders according to the
     rate set forth in "Deductions and Charges- Policy Owner Options - 
     Unamortized Tax Charge." See "Deductions and Charges - Policy Owner 
     Options."

<PAGE>
                                         12                                  


     OPTION 2: FRONTED CHARGES: Under this option you elect to pay a Mortality
     and Expense Risk charge that is deducted monthly from Account Value at an
     annual rate of .65% in Policy Years 1 through 10 and an annual rate of 
     .50% in Policy Years 11 and beyond and a Tax Expense charge that is 
     deducted from any Premium payment in all Policy Years at an annual rate 
     of 4.0%. This option is not available in all states.  See "Deductions and
     Charges - Policy Owner Options."

POLICY YEAR: The twelve months between Policy Anniversaries.

ALPINE OR US:  Alpine Life Insurance Company.

SEPARATE ACCOUNT:  For this life insurance policy, the separate acccount is
Alpine Life Insurance Company Separate Account Two.
 
SUB-ACCOUNT:  The subdivisions of the Separate Account.

SURRENDER CHARGE: A charge which may be assessed upon surrender of the Policy 
or partial surrenders in excess of the Annual Withdrawal Amount.

VALUATION DAY: The date on which the Sub-Account is valued.  The Valuation 
Day is every day the New York Stock Exchange is open for trading.  The value 
of the Separate Account is determined at the close of the New York Stock 
Exchange (generally 4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD:  The period between the close of business on successive
Valuation Days.

<PAGE>
                                         13                                  
                                          
                                      SUMMARY
                                      -------

HOW DO I PURCHASE THE LIFE INSURANCE POLICY?


You apply for life insurance by completing an application.  If you are 
between the age of 35 and 80, you may be eligible for simplified underwriting 
without a medical examination.  If you are accepted, you pay one large single 
premium. Under certain circumstances you may be able to add additional 
premiums. 

For a limited time, at least 10 days after you receive your life insurance 
policy, you may cancel it without paying a sales charge.  A longer period is 
provided in certain cases.


WHAT IS THE DEATH BENEFIT?
 
You designate a beneficiary who will receive the death benefit if you die 
while the policy is in force. The policy pays a minimum death benefit, called 
the "face amount."  The actual death benefit may be larger than the face 
amount if the underlying investments of the policy perform well.


DOES THE POLICY HAVE CASH VALUES?

Yes.  The value of your life insurance policy will fluctuate with the 
performance of the underlying investments.  You may transfer amounts among 
your investment options, subject to restrictions.


WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your policy.  We may charge 
you deferred sales charge when you terminate or withdraw amounts invested in 
your policy. We assess a sales charge on amounts withdrawn that exceed 10% of 
the total amounts you have paid into your policy if these amounts have been 
in your policy for less than seven years. The sales charge is applied to 
amounts withdrawn that exceed 10% of the total amounts paid in and will 
depend on the length of time the payment you made has been in your policy.  
If the amount you paid has been in your policy:

X    For less than three years, the charge is 7.5%.
X    For more than three years and less than five years, the charge is 6%.
X    For more than five years and less than seven years, the charge is 4%.
X    For more than seven years and less than nine years, the charge is 2%
 
You won't be charged a sales charge on:
X    Payments that have been in your policy for more than nine years.  
X    distributions made due to death 

<PAGE>
                                         14                                  

X    most payments we make to you as part of an annuity option

See page 25 for a complete description of how sales charges are assessed.


WHAT INSURANCE CHARGES ARE ASSESSED UNDER THE POLICY?


We will deduct an amount from your policy each month to cover certain 
charges. These charges include a cost of insurance charge, a tax expense 
charge under Option 1, an administrative charge and a mortality and expense 
risk charge.  If your policy is worth less than $50,000, or if you terminate 
your policy, we will deduct an annual maintenance fee of $30.
 
You may choose to pay these charges under one of two options.  Once chosen, 
you cannot change your option:

 
     UNDER OPTION 1:

X    We will deduct a mortality and expense risk charge each month at an annual
     rate of .90% during the first 10 years of your policy, and thereafter at 
     an annual rate of .50%.
X    We will deduct a tax expense charge each month at an annual rate of .40%
     during the first 10 years of your policy.  
X    We will deduct an unamortized tax charge during the first 9 years on
     withdrawals, according to a schedule of rates described in "Deductions 
     and Charges- Policy Owner Options - Unamortized Tax Charge." 

     UNDER OPTION 2: (May not be available in all states)

X    We will deduct a mortality and expense risk charge each month at an annual
     rate of .65% during the first 10 years of your policy, and thereafter at 
     an annual rate of .50%.
X    We will deduct a tax expense charge from your premium at an annual rate of
     4.0%.

WHAT FEES DO I PAY TO THE UNDERLYING INVESTMENT PORTFOLIOS?


                           ANNUAL FUND OPERATING EXPENSES
                          (as a percentage of net assets)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                    Other
                                                                    Expenses
                                                    Management      (absent any
                                                    Fees (absent    expense        Total Fund
                                                    any fee         reimburse      Operating
                                                    waivers)        -ments)        Expenses (1)
- -----------------------------------------------------------------------------------------------
  <S>                                               <C>             <C>            <C>
  Hartford Bond Fund                                0.505%          0.017%         0.522%
- -----------------------------------------------------------------------------------------------
  Hartford Stock Fund                               0.458%          0.013%         0.471%
- -----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                         15                                  


<TABLE>
  <S>                                               <C>             <C>            <C>
- -----------------------------------------------------------------------------------------------
  Hartford Money Market Fund                        0.450%          0.017%         0.467%
- -----------------------------------------------------------------------------------------------
  Hartford Advisers Fund                            0.635%          0.014%         0.648%
- -----------------------------------------------------------------------------------------------
  Hartford Capital Appreciation Fund                0.641%          0.015%         0.656%
- -----------------------------------------------------------------------------------------------
  Hartford Mortgage Securities Fund                 0.450%          0.030%         0.480%
- -----------------------------------------------------------------------------------------------
  Hartford Index Fund                               0.400%          0.015%         0.415%
- -----------------------------------------------------------------------------------------------
  Hartford International Opportunities Fund         0.699%          0.081%         0.780%
- -----------------------------------------------------------------------------------------------
  Hartford Dividend & Growth Fund                   0.662%          0.011%         0.673%
- -----------------------------------------------------------------------------------------------
  Hartford International Advisers Fund              0.775%          0.094%         0.869%
- -----------------------------------------------------------------------------------------------
  Hartford Small Company Fund                       0.772%          0.017%         0.789%
- -----------------------------------------------------------------------------------------------
  Hartford MidCap Fund                              0.775%          0.071%         0.846%
- -----------------------------------------------------------------------------------------------
  Hartford Global Leaders (2)                       0.750%          0.200%         0.950%
- -----------------------------------------------------------------------------------------------
  Hartford Growth and Income Fund (2)               0.750%          0.150%         0.900%
- -----------------------------------------------------------------------------------------------
  Hartford High Yield Fund (2)                      0.750%          0.150%         0.900%
- -----------------------------------------------------------------------------------------------
</TABLE>

(1)  Management Fees generally represent the fees paid to the investment 
     adviser or its affiliate for investment and administrative services 
     provided. Other Expenses are expenses (other than Management Fees) which 
     are deducted from the fund including legal, accounting and custodian 
     fees. For a complete description of the nature of the services provided 
     in consideration of the operating expenses deducted, please see the Fund 
     prospectuses.

(2)  Hartford Global Leaders Fund, Hartford High Yield Fund, and Hartford 
     Growth and Income Fund are new Funds.  "Total Fund Operating Expenses" 
     are based on annualized estimates of such expenses to be incurred in the 
     current fiscal year.  HL Investement Advisors, Inc. has agreed to waive 
     its fees for these until the assets of the Funds (excluding assets 
     contributed by companies affiliated with HL Investments Advisors, Inc.) 
     reach $20 million. After this waiver, the Management Fee and Total Fund 
     Operating Expenses would be:

                                                    MANAGEMENT       TOTAL FUND
                                                       FEES          OPERATING
                                                                     EXPENSES

      Hartford Growth and Income.....................  0.200%         0.350%
      Hartford Global Leaders Fund...................  0.200%         0.400%
      Hartford High Yield Fund.......................  0.200%         0.350%


CAN I TAKE OUT ANY OF MY MONEY?

X    You may withdraw all or part of amounts available in your policy at any
     time.
X    Each year you may withdraw up to 10% of your payments without having to pay
     a sales 

<PAGE>
                                         16                              


     charge. 

You may have to pay tax on the money you take out and, if you take money out
before you are 59 1/2 you may have to pay a tax penalty. 

You may choose to convert your withdrawal into one of our payment options,
without a sales charge.


MAY I TAKE A LOAN ON THE POLICY?


Yes.  The policy provides for two types of cash loans.  The policy secures 
the loans.  Loans may not exceed 90% of the policy's cash value.


IS IT POSSIBLE FOR THE POLICY TO TERMINATE?


Your policy could terminate if the value of the policy becomes too low to 
support the policy's monthly charges and fees.  If this occurs, Alpine will 
notify you in writing.  You will then have a 61-day grace period in order for 
you to pay additional amounts to prevent the policy from terminating.


WHAT ABOUT TAXES?


Under current tax law, your beneficiaries will receive the death benefit free 
of federal income tax. However, you will subject to income tax if you receive 
any loans, withdrawals or other amounts from the policy, and you may be 
subject to a 10% penalty tax.  

                                          
                                          
                                      ABOUT US
                                      --------
                                          
                           ALPINE LIFE INSURANCE COMPANY

ALPINE LIFE INSURANCE COMPANY ("Alpine") is a stock life insurance company 
engaged in the business of writing life insurance in all states of the United 
States and the District of Columbia.  Alpine was originally incorporated 
under the laws of New Jersey on July 9, 1965.  Alpine will be Redomesticated 
to the State of Connecticut.  Its offices are located in Simsbury, 
Connecticut; however, its mailing address is P.O. Box 5085, Hartford, CT  
06104-5085.  Alpine is ultimately controlled by Hartford Financial Services 
Group, Inc., one of the largest financial service providers in the United 
States.


                                THE SEPARATE ACCOUNT
                                          
Separate Account Two ("Separate Account") is a separate account of Alpine 
established on September 1, 1998 pursuant to the insurance laws of the State 
of Connecticut and it is organized as 

<PAGE>
                                         17                                  


a unit investment trust registered with the Securities and Exchange 
Commission under the Investment Company Act of 1940. The Separate Account 
meets the definition of "separate account" under federal securities law.  
Under Connecticut law, the assets of the Separate Account are held 
exclusively for the benefit of Policy Owners and persons entitled to payments 
under the Policies.  The assets of the Separate Account are not chargeable 
with liabilities arising out of any other business which Alpine may conduct.


THE FUNDS

The assets of each Sub-Account are invested exclusively in shares of Class IA 
of one of the Funds. You may allocate premiums among the Funds.  You should 
review the following brief descriptions of the investment objectives of the 
Funds in connection with that allocation.  You are also advised to read the 
Funds' prospectus accompanying this Prospectus for more detailed information. 
There is no assurance that any of the Funds will achieve its stated 
objectives. 

The Funds may not be available in all states.

HARTFORD ADVISERS HLS FUND 

     Seeks maximum long-term total rate of return by investing in common 
stocks and other equity securities, bonds and other debt securities, and 
money market instruments. 

HARTFORD BOND HLS FUND

     Seeks maximum current income consistent with preservation of capital by 
investing primarily in fixed-income securities. Up to 20% of the total assets 
of this Fund may be invested in debt securities rated in the highest category 
below investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by 
Standard & Poor's) or, if unrated, are determined to be of comparable quality 
by the Fund's investment adviser. Securities rated below investment grade are 
commonly referred to as "high yield-high risk securities" or "junk bonds." 
For more information concerning the risks associated with investing in such 
securities, please refer to the section in the accompanying prospectus for 
the Funds entitled "Hartford Bond Fund - Investment Policies." 

HARTFORD CAPITAL APPRECIATION HLS FUND

     Seeks growth of capital by investing in equity securities selected 
solely on the basis of potential for capital appreciation. 

HARTFORD DIVIDEND AND GROWTH HLS FUND

     Seeks a high level of current income consistent with growth of capital 
and reasonable investment risk.

<PAGE>
                                         18                                  


HARTFORD GLOBAL LEADERS HLS FUND

     Seeks growth of capital by investing primarily in equity securities 
issued by U.S. companies and non-U.S. companies. 

HARTFORD GROWTH AND INCOME HLS FUND

     Seeks growth of capital and current income by investing primarily in 
equity securities with earnings growth potential and steady or rising 
dividends.

HARTFORD HIGH YIELD HLS FUND

     Seeks high current income by investing in non-investment grade 
fixed-income securities.  Growth of capital is a secondary objective.

HARTFORD INDEX HLS FUND

     Seeks to provide investment results which approximate the price and 
yield performance of publicly-traded common stocks in the aggregate, as 
represented by the Standard & Poor's 500 Composite Stock Price Index.* 

HARTFORD INTERNATIONAL ADVISERS HLS FUND

     Seeks maximum long-term total return consistent with prudent investment 
risk by investing in a portfolio of equity, debt and money market securities. 
Securities in which the Fund  invests primarily will be denominated in 
non-U.S. currencies and will be traded in non-U.S. markets. 

HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND

     Seeks growth of capital by investing primarily in equity securities 
issued by non-U.S. companies. 

HARTFORD MIDCAP HLS FUND

     Seeks to achieve long-term capital growth through capital appreciation 
by investing primarily in equity securities. 

HARTFORD MORTGAGE SECURITIES HLS FUND

     Seeks maximum current income consistent with safety of principal and 
maintenance of liquidity by investing primarily in mortgage-related 
securities, including securities issued by the Government National Mortgage 
Association. 

<PAGE>
                                         19                                  

HARTFORD SMALL COMPANY HLS FUND

     Seeks growth of capital by investing primarily in equity securities 
selected on the basis of potential for capital appreciation. 

HARTFORD STOCK HLS FUND

     Seeks long-term growth by investing primarily in equity securities. 

HARTFORD MONEY MARKET HLS FUND

     Seeks maximum current income consistent with liquidity and preservation 
of capital.

*"Standard & Poor's-Registered Trademark-", "S&P-Registered Trademark-", "S&P 
500-Registered Trademark-", "Standard & Poor's 500", and "500" are trademarks 
of The McGraw-Hill Companies, Inc. and have been licensed for use by Alpine.  
The Hartford Index Fund is not sponsored, endorsed, sold or promoted by 
Standard & Poor's and Standard & Poor's makes no representation regarding the 
advisability of investing in the Hartford Index Fund.

All of the Funds are organized as corporations under the laws of the State of 
Maryland and are registered as diversified open-end management companies 
under the Investment Company Act of 1940.  Each Fund continually issues an 
unlimited number of full and fractional shares of beneficial interest in the 
Fund.  Such shares are offered to separate accounts, including the Separate 
Account, established by Alpine or one of its affiliated companies 
specifically to fund the Policies and other policies or contracts issued by 
Alpine or its affiliates, as permitted by the Investment Company Act of 1940.

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 the Funds simultaneously.  Although neither Alpine nor the Funds 
currently foresee any such disadvantages either to variable life insurance 
Policy Owners or variable annuity contract owners, the Funds' Board of 
Directors intends to monitor events in order to identify any material 
conflicts between variable life Policy Owners and variable annuity contract 
owners and to determine what action, if any, should be taken in response 
thereto.  If the Board of Directors were to conclude that separate funds 
should be established for variable life insurance and variable annuity 
separate accounts, Alpine will bear the attendant expenses.

All investment income of, and other distributions to, each Sub-Account  
arising from the applicable Fund are reinvested in shares of that Fund at net 
asset value.  The income and both realized gains or losses on the assets of 
each Sub-Account are therefore separate and are credited to or charged 
against the Sub-Account without regard to income, gains or losses from any 
other Sub-Account or from any other business of Alpine.  Alpine will purchase 
shares in the Funds in connection with premiums allocated to the applicable 
Sub-Account in accordance with Policy Owners' directions and will redeem 
shares in the Funds to meet Policy  obligations or make adjustments in 
reserves, if any.  The Funds are required to redeem Fund shares at net asset 
value and to make payment within seven days.

<PAGE>
                                         20                                  

Alpine reserves the right, subject to compliance with the law as then in 
effect, to make additions to, deletions from, or substitutions for the 
Separate Account and its Sub-Accounts which fund the Policies.  No 
substitution of securities will take place without notice to and consent of 
Policy Owners and without prior approval of the Securities and Exchange 
Commission to the extent required by the Investment Company Act of 1940.  
Subject to Policy Owner approval, Alpine also reserves the right to end the 
registration under the Investment Company Act of 1940 of the Separate Account 
or any other separate accounts of which it is the depositor and which may 
fund the Policies.

Each Fund is subject to investment restrictions which may not be changed 
without the approval of a majority of the shareholders of the Fund.  See the 
Funds' prospectuses accompanying this Prospectus.

INVESTMENT ADVISER

All of the Funds are sponsored by Alpine and are incorporated under the laws 
of the State of Maryland.  HL Investment Advisors, Inc. ("HL Advisors") 
serves as the investment manager for each of the Funds. 

Wellington Management Company, L.L.P.  ("Wellington Management") serves as 
sub-investment adviser for Hartford Advisers Fund, Hartford Capital 
Appreciation Fund, Hartford Dividend and Growth Fund, Hartford Global Leaders 
Fund, Hartford Growth and Income Fund, Hartford International Advisers Fund, 
Hartford International Opportunities Fund, Hartford Small Company Fund, 
Hartford Stock Fund and Hartford MidCap Fund.

In addition, HL Advisors has entered an investment services agreement with 
Hartford Investment Management Company, Inc., ("HIMCO"), pursuant to which 
HIMCO will provide certain investment services to Hartford Bond Fund, 
Hartford High Yield Fund, Hartford Index Fund, Hartford Mortgage Securities 
Fund, and Hartford Money Market Fund.

A full description of the Funds, their investment policies and restrictions, 
risks, charges and expenses and all other aspects of their operation is 
contained in the accompanying Funds' prospectuses which should be read in 
conjunction with this Prospectus before investing and in the Funds' Statement 
of Additional Information which may be ordered from Alpine.


                                    YOUR POLICY
                                    -----------
APPLICATION

If you wish to purchase a Policy, you must submit an application to Alpine.  
A Policy will be issued only on the lives of Insureds age 90 and under who 
supply evidence of insurability satisfactory to Alpine.  Acceptance is 
subject to Alpine's underwriting rules and Alpine reserves the right to 
reject an application for any reason.  IF AN APPLICATION FOR A POLICY IS 
REJECTED, THEN 

<PAGE>
                                         21                                  


YOUR INITIAL PREMIUM WILL BE RETURNED ALONG WITH AN ADDITIONAL AMOUNT FOR 
INTEREST, BASED ON THE CURRENT RATE BEING CREDITED BY ALPINE.  No change in 
the terms or conditions of a Policy will be made without your consent.

The Policy will be effective on the Policy Date only after Alpine has 
received all outstanding delivery requirements and received the initial 
premium.  The Policy Date is the date used to determine all future cyclical 
transactions on the Policy, E.G., Monthly Activity Date, Policy Months and 
Policy Years.  The Policy Date may be prior to, or the same as, the date the 
Policy is issued ("Issue Date"). 

If the Coverage Amount is over then current limits established by Alpine, the 
initial payment will not be accepted with the application.  In other cases 
where Alpine receives the initial payment with the application, Alpine will 
provide fixed conditional insurance during underwriting according to the 
terms of conditional receipt established by Alpine.  The fixed conditional 
insurance will be the insurance applied for, up to a maximum that varies by 
age.  If no fixed conditional insurance was in effect, on Policy delivery, 
Alpine will require a sufficient payment to place the insurance in force.

PREMIUMS

The Policy permits you to pay a large single premium and, subject to 
restrictions, additional premiums.  You may choose a minimum initial premium 
of 80%, 90% or 100% of the Guideline Single Premium (based on the Face 
Amount). Under current underwriting rules, which are subject to change, 
applicants between ages 35 and 80 may be eligible for simplified underwriting 
without a medical examination if they meet simplified underwriting standards 
as evidenced in their responses in the application.  For applicants who are 
below age 35 or above age 80, or who do not meet simplified underwriting 
eligibility, full underwriting applies, except that substandard underwriting 
applies only in those cases that represent substandard risks according to 
customary underwriting guidelines.  

Additional premiums are allowed if they do not cause the Policy to fail to 
meet the definition of a life insurance Policy under Section 7702 of the 
Code.  The amount and frequency of additional premium payments will affect 
the Cash Value and the amount and duration of insurance.  Alpine may require 
evidence of insurability for any additional premiums which increase the 
Coverage Amount. Generally, the minimum initial premium Alpine will accept is 
$10,000.  Alpine may accept less than $10,000 under certain circumstances. 
Premium which does not meet the tax qualification guidelines for life 
insurance under the Code will not be applied to the Policy.

ALLOCATION OF PREMIUMS

Within three business days of receipt of a completed application and the 
initial premium payment at Alpine's Home Office, Alpine will allocate the 
entire premium payment to the Hartford Money Market Sub-Account.  After the 
expiration of the right to cancel period, the Account Value in Hartford Money 
Market Sub-Account will be allocated among the Funds in whole percentages to 
purchase Accumulation Units in the applicable Sub-Accounts as you direct in 
the application.

<PAGE>
                                         22                                  


Premiums received on or after the expiration of the right to cancel period 
will be allocated among the Sub-Accounts to purchase Accumulation Units in 
such Sub-Accounts as directed by you or, in the absence of directions, as 
specified in the original application.  The number of Accumulation Units in 
each Sub-Account to be credited to a Policy (including the initial allocation 
to Hartford Money Market Sub-Account) will be determined first by multiplying 
the premium payment by the percentage to be allocated to each Fund to 
determine the portion to be invested in the Sub-Account.  Each portion to be 
invested in each Sub-Account is then divided by the Accumulation Unit Value 
of that particular Sub-Account next computed after receipt of the premium 
payment. 

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Sub-Account will vary to reflect the 
investment experience of the applicable Fund and will be determined on each 
Valuation Day by multiplying the Accumulation Unit Value of the particular 
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for 
that Sub-Account for the Valuation Period then ended.  The Net Investment 
Factor for each Sub-Account is the net asset value per share of the 
corresponding Fund at the end of the Valuation Period (plus the per share 
dividends or capital gains by that Fund if the ex-dividend date occurs in the 
Valuation Period then ended) divided by the net asset value per share of the 
corresponding Fund at the beginning of the Valuation Period.  Refer to the 
Funds' prospectuses accompanying this Prospectus for a description of how the 
assets of each Fund are valued, since such determination has a direct bearing 
on the Accumulation Unit Value of the Sub-Account and therefore the Account 
Value of a Policy.  See, also, "Policy Benefits and Rights -- Account Value."

All valuations in connection with a Policy, E.G., with respect to determining 
Account Value and Cash Surrender Value and in connection with Policy Loans, 
or calculation of Death Benefits, or with respect to determining the number 
of Accumulation Units to be credited to a Policy with each premium, other 
than the initial premium, will be made on the date the request or payment is 
received by Alpine at its Home Office if such date is a Valuation Day; 
otherwise such determination will be made on the next succeeding date which 
is a Valuation Day.


                               DEDUCTIONS AND CHARGES
                               ----------------------

The deduction or charges associated with this Policy are subtracted, 
depending on the type of deduction or charge, from Premium payments as they 
are made, upon surrender or partial surrender of the Policy, on the Policy 
Anniversary Date or on a monthly pro rated basis from each Sub-Account 
("Deduction Amount").  

Deductions are taken from Premium payments before allocations to the 
Sub-Accounts are made.  Monthly Deduction Amounts are subtracted on the 
Policy Date and on each Monthly Activity Date after the Policy Date to cover 
charges and expenses incurred in connection with a Policy.  Each Deduction 
Amount will be subtracted pro rata from each Sub-Account such that the 
proportion of Account Value of the Policy attributable to each Sub-Account 
remains the same before and after the 

<PAGE>
                                         23                                  


deduction.  The Deduction Amount will vary from month to month.  If the Cash 
Surrender Value is not sufficient to cover a Deduction Amount due on any 
Monthly Activity Date, the Policy may lapse.  See "Policy Benefits and Rights 
- -- Lapse and Reinstatement." 

The Policy Owner may elect one of two options offered by Alpine to pay the 
Mortality and Expense Risk charge, the Tax Expense charge and any Unamortized 
Tax charge.  Once selected, the option may not be changed.  Option 2 may not 
be available in all states.

The following chart illustrates the charges and deductions associated with 
this Policy.  For a more detailed discussion see the descriptions below:




- -------------------------------------------------------------------------------
DEDUCTION OR          DEDUCTED FROM ALL   WHEN DEDUCTION IS   AMOUNT DEDUCTED
CHARGE                POLICIES            MADE
- -------------------------------------------------------------------------------
Cost of Insurance            Yes               Monthly       Individualized
                                                             depending on age,
                                                             sex and other
                                                             factors
- -------------------------------------------------------------------------------
 Administrative              Yes               Monthly       .25% of amounts
 Charge                                                      allocated to the
                                                             Separate Account
- -------------------------------------------------------------------------------
 Annual Maintenance  Only Policies with  On the Policy       $30.00
 Fee                 an Account Value    Anniversary Date
                     of less than        or upon surrender
                     $50,000 on the      of the Policy
                     Policy Anniversary
                     Date or date of
                     surrender
- -------------------------------------------------------------------------------
 Surrender Charge    Yes                 Upon surrender or   A percentage of
                                         partial surrender   the amount
                                         of the Policy       surrendered,
                                                             depending on the
                                                             Policy Year, which
                                                             is attributable to
                                                             premiums paid
- -------------------------------------------------------------------------------
 Tax Expense Charge          Yes         Under Option 1:     Under Option 1:
                                         Monthly             .40% of Account
                                                             Value for Policy
                                         Under Option 2:     Years 1-10
                                         Receipt of premium
                                         payment             Under Option 2: 4%
                                                             of each premium
                                                             payment in all
                                                             Policy Years
- -------------------------------------------------------------------------------

<PAGE>
                                         24                                  


- -------------------------------------------------------------------------------
 Mortality and               Yes              Monthly        Under Option 1:
 Expense Risk                                                .90% of Account
 Charge                                                      Value in Policy
                                                             Years 1-10 and
                                                             .50% for Policy
                                                             Years 11 and
                                                             beyond.  

                                                             Under Option 2:
                                                             .65% of Account
                                                             Value in Policy
                                                             Years 1-10 and
                                                             .50% for Policy
                                                             years 11 and
                                                             beyond 
- -------------------------------------------------------------------------------
 Unamortized Tax     No, only under      Upon surrender or   A percentage of
 Charge              Option 1            partial surrender   the Account Value
                                         of the Policy       depending on the
                                                             Policy Year the
                                                             surrender takes
                                                             place.
- -------------------------------------------------------------------------------

COST OF INSURANCE CHARGE:  The cost of insurance charge covers Alpine's 
anticipated mortality costs for standard and substandard risks.  Current cost 
of insurance rates are lower after the tenth Policy Year and are based on 
whether 100%, 90% or 80% of the Guideline Single Premium has been paid at 
issue.  The current cost of insurance charge will not exceed the guaranteed 
cost of insurance charge.  This charge is a guaranteed maximum monthly rate 
multiplied by the Coverage Amount on the Policy Date or any Monthly Activity 
Date.  For standard risks, the guaranteed cost of insurance rate is 125% of 
the 1980 Commissioners Standard Ordinary Smoker/Non-Smoker Mortality Table 
through age 90, grading down to 100% of the Commissioners Standard Ordinary 
Smoker/Non-Smoker Mortality Table at age 100 (age last birthday).  (Unisex 
rates may be required in some states.)  A table of guaranteed cost of 
insurance rates per $1,000 will be included in each Policy; however, Alpine 
reserves the right to use rates less than those shown in the Table.  
Substandard risks and Policies issued employing simplified underwriting 
procedures will be charged at a higher cost of insurance rate that will not 
exceed rates based on a multiple of the 1980 Commissioners Standard Ordinary 
Smoker/Non-Smoker Mortality Table (age last birthday).  The multiple will be 
based on the Insured's substandard rating.

The Coverage Amount is first set on the Policy Date and then on each Monthly 
Activity Date.  On such days, it is the Face Amount less the Account Value 
subject to a Minimum Coverage Amount.  The Coverage Amount remains level 
between the Monthly Activity Dates.  The Coverage Amount may be adjusted to 
continue to qualify the Policies as life insurance Policies under the current 
federal tax law.  Under that law, the Minimum Coverage Amount is a stated 
percentage of the Account Value of the Policy determined on each Monthly 
Activity Date.  The percentages vary according to the attained age of the 
Insured.

<PAGE>
                                         25                                  


EXAMPLE:

Face Amount = $100,000
Account Value on the Monthly Activity Date = $70,000
Insured's attained age = 60
Minimum Coverage Amount percentage for age 60 = 30%

On the Monthly Activity Date, the Coverage Amount is $30,000.  This is 
calculated by subtracting the Account Value on the Monthly Activity Date 
($70,000) from the Face Amount ($100,000), subject to a possible Minimum 
Coverage Amount adjustment.  This Minimum Coverage Amount is determined by 
taking a percentage of the Account Value on the Monthly Activity Date.  In 
this case, the Minimum Coverage Amount is $21,000 (30% of $70,000).  Since 
$21,000 is less than the Face Amount less the Account Value ($30,000), no 
adjustment is necessary.  Therefore, the Coverage Amount will be $30,000.

Assume that the Account Value in the above example was $90,000.  The Minimum 
Coverage Amount would be $27,000 (30% of $90,000).  Since this is greater 
than the Face Amount less the Account Value ($10,000), the Coverage Amount 
for the Policy Month is $27,000.  (For an explanation of the Death Benefit, 
see "Policy Benefits and Rights -- Death Benefit.")

Because the Account Value and, as a result, the Coverage Amount under a 
Policy may vary from month to month, the cost of insurance charge may also 
vary on each Monthly Activity Date.

ADMINISTRATIVE CHARGE:  Alpine will deduct monthly from the Account Value 
attributable to the Separate Account an administrative charge equal to an 
annual rate of 0.25%.  This charge compensates Alpine for administrative 
expenses incurred in the administration of  the Separate Account and the 
Policies.

ANNUAL MAINTENANCE FEE  

If the Account Value on a Policy Anniversary or on the date the Policy is 
surrendered is less than $50,000, Alpine will deduct on such date an annual 
maintenance fee of $30.  This fee will help reimburse Alpine for 
administrative and maintenance costs of the Policies.  The sum of the monthly 
administrative charges and the annual maintenance fee will not exceed the 
cost Alpine incurs in providing administrative services under the Policies.  
Alpine reserves the right to waive the Annual Maintenance Fee under certain 
conditions.

SURRENDER CHARGE

Upon surrender of the Policy or partial surrenders in excess of the Annual 
Withdrawal Amount, a Surrender Charge may be assessed.  In Policy Years 1 
through 3, this charge is 7.5% of surrendered Account Value attributable to 
premiums paid.  In Policy Years 4 through 5, this charge is 6%.  In Policy 
Years 6 through 7, this charge is 4%.   In Policy Years 8 through 9, this 
charge is 2%.  After

<PAGE>
                                         26                                  


the ninth Policy Year, there is no charge.

In determining the Surrender Charge and any Unamortized Tax charge discussed 
below, any surrender or partial surrender during the first ten Policy Years 
will be deemed first from premiums paid and then from earnings.  If an amount 
equal to all premiums paid has been withdrawn, no charge will be assessed on 
a surrender of the remaining Account Value.

The Surrender Charge is imposed to cover a portion of the sales expense 
incurred by Alpine in distributing the Policies.  This expense includes 
agents commissions, advertising and the printing of prospectuses.  See 
"Policy Benefits and Rights -- Amount Payable on Surrender of the Policy."

YOUR OPTIONS

In addition to the deductions and charges described above, you, at the time 
the Policy is issued, will elect one of two options described below to pay 
charges relating to certain taxes and mortality and expense risk charges.  
The option you select may affect Policy Value. 

     OPTION 1:  ASSET-BASED CHARGES:  Under this payment option, you will pay:

MORTALITY AND EXPENSE RISK CHARGE: Alpine will deduct monthly from the 
Account Value attributable to the Separate Account for Policy Years 1 through 
10 a charge equal to an annual rate of 0.90% for the mortality risks and 
expense risks Alpine assumes in relation to the variable portion of the 
Policies.  In Policy Years 11 and beyond, the charge drops to an annual rate 
of 0.50% for the mortality risks and expense risks Alpine assumes in relation 
to the variable portion of the Policies.  The mortality risk assumed is that 
the cost of insurance charges specified in the Policy will be insufficient to 
meet claims. Alpine also assumes a risk that the Face Amount (the minimum 
Death Benefit) will exceed the Coverage Amount on the date of death plus the 
Account Value on the date Alpine receives written notice of death.  The 
expense risk assumed is that expenses incurred in issuing and administering 
the Policies will exceed the administrative charges set in the Policy.  
Alpine may profit from the mortality and expense risk charge and may use any 
profits for any proper purpose, including any difference between the cost it 
incurs in distributing the Policies and the proceeds of the Surrender Charge. 
 The mortality and expense risk charge is deducted while the Policy is in 
force, including the duration of a payment option.

TAX EXPENSE CHARGE:  Alpine will deduct monthly from the Account Value a 
charge equal to an annual rate of 0.40% for the first ten Policy Years.  This 
charge compensates Alpine for premium taxes imposed by various states and 
local jurisdictions and for the cost of the capitalization of certain policy 
acquisition expenses under Section 848 of the Code.  The charge includes a 
premium tax deduction of 0.25% and Section 848 costs of 0.15%.  The 0.25% 
premium tax deduction over ten Policy Years approximates Alpine's average 
expenses for state and local premium taxes (2.5%).  Premium taxes vary, 
ranging from zero to more than 4.0%.  The premium tax deduction is made 
whether or not any premium tax applies.  The deduction may be higher or lower 
than the premium tax imposed.  However, Alpine does not expect to make a 
profit from this deduction.  The 0.15%

<PAGE>
                                         27                                  


charge helps reimburse Alpine for approximate expenses incurred under Section 
848 of the Code. 

UNAMORTIZED TAX CHARGE:  Under this option, during the first nine Policy 
Years, an Unamortized Tax charge will be imposed on surrender or partial 
surrenders. The Unamortized Tax charge is shown below, as a percentage of 
Account Value, at the end of each Policy Year:

   POLICY
    YEAR                 RATE
   ------                ----
     1                   2.25%
     2                   2.00%
     3                   1.75%
     4                   1.50%
     5                   1.25%
     6                   1.00%
     7                   0.75%
     8                   0.50%
     9                   0.25%
     10+                 0.00%

After the ninth Policy Year, no Unamortized Tax charge will be imposed. 

     OPTION 2:  FRONTED CHARGES:  Under this option, you will pay:

MORTALITY AND EXPENSE RISK CHARGE: In Policy Years 1 through 10, Alpine will 
deduct monthly from the Account Value attributable to the Separate Account a 
charge equal to an annual rate of 0.65% for the mortality risks and expense 
risks Alpine assumes in relation to the variable portion of the Policies.  In 
Policy Years 11 and beyond, the charge drops to an annual rate of 0.50%.  The 
mortality risk assumed is that the cost of insurance charges specified in the 
Policy will be insufficient to meet claims.  Alpine also assumes a risk that 
the Face Amount (the minimum Death Benefit) will exceed the Coverage Amount 
on the date of death plus the Account Value on the date Alpine receives 
written notice of death.  The expense risk assumed is that expenses incurred 
in issuing and administering the Policies will exceed the administrative 
charges set in the Policy.  Alpine may profit from the mortality and expense 
risk charge and may use any profits for any proper purpose, including any 
difference between the cost it incurs in distributing the Policies and the 
proceeds of the Surrender Charge.  The mortality and expense risk charge is 
deducted while the Policy is in force, including the duration of a payment 
option.

TAX EXPENSE CHARGE: Alpine will deduct from Premium payments a tax expense 
charge equal to an annual rate of 4.0% for all Policy Years.  This charge 
compensates Alpine for premium taxes imposed by various states and local 
jurisdictions and for the  cost of capitalization of certain policy 
acquisition expenses under Section 848 of the Code.  The charge includes a 
premium tax deduction of 2.5% and a Section 848 cost  of 1.5%.  The premium 
tax deduction approximates Alpine's average expenses for state and local 
premium taxes. Premium taxes vary, ranging from zero to more than 

<PAGE>
                                         28                                  


4.0%.  The premium tax deduction is made whether or not any premium tax 
applies.  The deduction may be higher or lower than the premium tax imposed.  
However, Alpine does not expect to make a profit from this deduction.  The 
0.15% charge helps reimburse Alpine for approximate expenses incurred under 
Section 848 of the Code. 

This Option may not be available in all states.

OTHER DEDUCTIONS OR CHARGES

CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value.  The 
net asset value of the Fund shares reflects investment advisory fees and 
administrative expenses already deducted from the assets of the Funds.  These 
charges are described in the Funds' prospectuses accompanying this Prospectus.

TAXES CHARGED AGAINST THE SEPARATE ACCOUNT

Currently, no charge is made to the Separate Account for federal income taxes 
that may be attributable to the Separate Account.  Alpine may, however, make 
such a charge in the future.  Charges for other taxes, if any, attributable 
to the Separate Account may also be made.

                             POLICY BENEFITS AND RIGHTS
                                          
DEATH BENEFIT

While in force, the Policy provides for the payment of the Death Proceeds to 
the named beneficiary when the Insured under the Policy dies.  The Death 
Proceeds payable to the beneficiary equal the Death Benefit less any loans 
outstanding. The Death Benefit equals the greater of (1) the Face Amount or 
(2) the Account Value multiplied by a specified percentage.  The percentages 
vary according to the attained age of the Insured and are specified in the 
Policy.  Therefore, an increase in Account Value may increase the Death 
Benefit.  However, because the Death Benefit will never be less than the Face 
Amount, a decrease in Account Value may decrease the Death Benefit but never 
below the Face Amount.

     EXAMPLES:

- -----------------------------------------------------------------------------
                                            A                    B
- -----------------------------------------------------------------------------
     Face Amount                        $100,000            $100,000
- -----------------------------------------------------------------------------
     Insured's Age                         40                  40
- -----------------------------------------------------------------------------
     Account Value on Date of Death      $46,500             $34,000
- -----------------------------------------------------------------------------
     Specified Percentage                  250%                250%
- -----------------------------------------------------------------------------

<PAGE>
                                         29                                  


In Example A, the Death Benefit equals $116,250, I.E., the greater of 
$100,000 (the Face Amount) or $116,250 (the Account Value at the Date of 
Death of $46,500, multiplied by the specified percentage of 250%).  This 
amount less any outstanding loans constitutes the Death Proceeds which Alpine 
would pay to the beneficiary.

In Example B, the death benefit is $100,000, I.E., the greater of $100,000 
(the Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the 
specified percentage of 250%).

All or part of the Death Proceeds may be paid in cash or applied under a 
"Payment Option."  See "Other Matters -- Settlement Provisions."

ACCOUNT VALUE

The Account Value of a Policy will be computed on each Valuation Day.  The 
Account Value will vary to reflect the investment experience of the Funds, 
the value of the Loan Account and the monthly Deduction Amounts.  There is no 
minimum guaranteed Account Value.

The Account Value of a particular Policy is related to the net asset value of 
the Funds to which premiums on the Policy have been allocated.  The Account 
Value on any Valuation Day is calculated by multiplying the number of 
Accumulation Units credited to the Policy in each Sub-Account as of the 
Valuation Day by the Accumulation Unit Value of that Sub-Account, and then 
summing the result for all the Sub-Accounts credited to the Policy and the 
value of the Loan Account.  See "The Policy -- Accumulation Unit Values."

TRANSFER OF ACCOUNT VALUE

While the Policy remains in force, and subject to Alpine's transfer rules 
then in effect, the Policy Owner may request that part or all of the Account 
Value of a particular Sub-Account be transferred to other Sub-Accounts.  
Alpine reserves the right to restrict the number of such transfers to no more 
than 12 per Policy Year, with no two transfers being made on consecutive 
Valuation Days.  However, there are no restrictions on the number of 
transfers at the present time. Transfers may be made by written request or by 
calling toll free 1-800-[          ]  Transfers by telephone may be made by 
the agent of record or by the attorney-in-fact pursuant to a power of 
attorney.  Telephone transfers may not be permitted in some states.  The 
policy of Alpine and its agents and affiliates is that they will not be 
responsible for losses resulting from acting upon telephone requests 
reasonably believed to be genuine.  Alpine will employ reasonable procedures 
to confirm that instructions communicated by telephone are genuine; 
otherwise, Alpine may be liable for any losses due to unauthorized or 
fraudulent instructions.  The procedures Alpine follows for transactions 
initiated by telephone include requirements that callers provide certain 
information for identification purposes.  All transfer instructions by 
telephone are tape recorded.  Alpine will send the Policy Owner a 
confirmation of the transfer within five days from the date of any 
instruction. IT IS THE RESPONSIBILITY OF THE POLICY OWNER TO VERIFY THE 
ACCURACY OF ALL CONFIRMATIONS OF TRANSFERS AND TO PROMPTLY ADVISE ALPINE

<PAGE>
                                         30                                  


OF ANY INACCURACIES WITHIN 30 DAYS OF RECEIPT OF THE CONFIRMATION.

Alpine may modify the right to reallocate Account Value among the 
Sub-Accounts if Alpine determines, in its sole discretion, that the exercise 
of that right by one or more Policy Owners is, or would be, to the 
disadvantage of other Policy Owners.  Any modification could be applied to 
transfers to or from some or all of the Sub-Accounts and could include, but 
not be limited to, the requirement of a minimum period between each transfer, 
not accepting transfer requests of an agent acting under the power of 
attorney on behalf of more than one Policy Owner, or limiting the dollar 
amount that may be transferred among the Sub-Accounts at one time.  These 
restrictions may be applied in any manner reasonably designed to prevent any 
use of the transfer right that Alpine considers to be disadvantageous to 
other Policy Owners. 

As a result of a transfer, the number of Accumulation Units credited to the 
Sub-Account from which the transfer is made will be reduced by the number 
obtained by dividing the amount transferred by the Accumulation Unit Value of 
that Sub-Account on the Valuation Day Alpine receives the transfer request.  
The number of Accumulation Units credited to the Sub-Account to which the 
transfer is made will be increased by the number obtained by dividing the 
amount transferred by the Accumulation Unit Value of that Sub-Account on the 
Valuation Day Alpine receives the transfer request.

POLICY LOANS 

While the Policy is in effect, a Policy Owner may obtain, without the consent 
of the beneficiary (provided the designation of beneficiary is not 
irrevocable), one or both of two types of cash loans from Alpine.  Both types 
of loans are secured by the Policy.  The aggregate loans (including the 
currently applied for loan) may not exceed, at the time a loan is requested, 
90% of the Cash Value.

The loan amount will be transferred pro rata from each Sub-Account 
attributable to the Policy (unless the Policy Owner specifies otherwise) to 
the Loan Account. The amounts allocated to the Loan Account will earn 
interest at a rate of 4% per annum (6% for "Preferred Loans").  The amount of 
the Loan Account that equals the difference between the Cash Value and the 
total of all premiums paid under the Policy is considered a "Preferred Loan." 
 For exchanges which take place according to IRC Section 1035(a) that have an 
outstanding loan at the time of transfer, the difference between the Account 
Value and the total of all premiums paid under the Policy is considered a 
Preferred Loan.  The loan interest rate that Alpine will charge on all loans 
is 6% per annum.  The difference between the value of the Loan Account and 
the Indebtedness will be transferred on a pro-rata basis from the 
Sub-Accounts to the Loan Account on each Monthly Activity Date.  The proceeds 
of a loan will be delivered to the Policy Owner within seven business days of 
Alpine's receipt of the loan request.

If the aggregate outstanding loan(s) secured by the Policy exceeds the 
Account Value of the Policy less any Surrender Charges and due and unpaid 
Deduction Amount, Alpine will give written notice to the Policy Owner that, 
unless Alpine receives an additional payment within 61 days to reduce the 

<PAGE>
                                         31                                  

aggregate outstanding loan(s) secured by the Policy, the Policy may lapse.

All or any part of any loan secured by a Policy may be repaid while the 
Policy is still in effect.  When loan repayments or interest payments are 
made, they will be allocated among the Sub-Account(s) in the same percentage 
as premiums are allocated (unless the Policy Owner requests a different 
allocation) and an amount equal to the payment will be deducted from the Loan 
Account.  Any outstanding loan at the end of a grace period must be repaid 
before the Policy will be reinstated.  See "Policy Benefits and Rights -- 
Lapse and Reinstatement."

A loan, whether or not repaid, will have a permanent effect on the Account 
Value because the investment results of each Sub-Account will apply only to 
the amount remaining in such Sub-Accounts.  The longer a loan is outstanding, 
the greater the effect is likely to be.  The effect could be favorable or 
unfavorable.  If the Sub-Accounts earn more than the annual interest rate for 
amounts held in the Loan Account, a Policy Owner's Account Value will not 
increase as rapidly as it would have had no loan been made.  If the 
Sub-Accounts earn less than the annual interest rate for amounts held in the 
Loan Account, the Policy Owner's Account Value will be greater than it would 
have been had no loan been made.  Also, if not repaid, the aggregate 
outstanding loan(s) will reduce the Death Proceeds and Cash Surrender Value 
otherwise payable.

AMOUNT PAYABLE ON SURRENDER OF THE POLICY

While the Policy is in force, you may elect, without the consent of the 
beneficiary (provided the designation of beneficiary is not irrevocable), to 
fully surrender the Policy.  Upon surrender, you will receive the Cash 
Surrender Value determined as of the day Alpine receives your written request 
or the date you request whichever is later.  The Cash Surrender Value equals 
the Account Value less any Surrender Charges and any Unamortized Tax charge 
and all Indebtedness.  Alpine will pay the Cash Surrender Value of the Policy 
within seven days of receipt by Alpine of the written request or on the 
effective surrender date you request, whichever is later.  The Policy will 
terminate on the date of receipt of the written request, or the date you 
request the surrender to be effective, whichever is later.  For a discussion 
of the tax consequences of surrendering the Policy, see "Federal Tax 
Considerations." 

If you choose to apply the surrender proceeds to a payment option (see "Other 
Matters -- Settlement Provisions." ), the Surrender Charge will not be 
imposed to the surrender proceeds applied to the option.  In other words, the 
surrender proceeds will equal the Cash Surrender Value without reduction for 
the Surrender Charge.  However, any Unamortized Tax charge, if applicable, 
will be deducted from the surrender proceeds to be applied.  In addition, 
amounts withdrawn from payment  Option 1, Option 5 or Option 6 will be 
subject to any applicable Surrender Charge.

PARTIAL SURRENDERS

While the Policy is in force, you may elect, by written request, to make 
partial surrenders from the Cash Surrender Value.  The Cash Surrender Value, 
after partial surrender, must at least equal 

<PAGE>
                                         32                                  


Alpine's minimum amount rules then in effect; otherwise, the request will be 
treated as a request for full surrender. The partial surrender will be 
deducted pro rata from each Sub-Account, unless you instruct otherwise.  The 
Face Amount will be reduced proportionate to the reduction in the Account 
Value due to the partial surrender. Partial surrenders in excess of the 
Annual Withdrawal Amount will be subject to the Surrender Charge and any 
Unamortized Tax charges.  See "Deductions and Charges --Surrender Charge," 
and "Deductions and Charges -- Policy Owner Option 1."  For a discussion of 
the tax consequences of partial surrenders, see "Federal Tax Considerations."

BENEFITS AT MATURITY

If the Insured is living on the "Maturity Date" (the anniversary of the 
Policy Date on which the Insured is age 100), on surrender of the Policy to 
Alpine, Alpine will pay you the Cash Surrender Value.  In such case, the 
Policy will terminate and Alpine will have no further obligations under the 
Policy.  (The Maturity Date may be extended by rider where approved, but see 
"Federal Tax Considerations -- Income Taxation of Policy Benefits.")

LAPSE AND REINSTATEMENT

The Policy will remain in force until the Cash Surrender Value is 
insufficient to cover the Deduction Amount due on a Monthly Activity Date.  
Alpine will notify you of the deficiency in writing and will provide a 61-day 
grace period to pay an amount sufficient to cover the Deduction Amounts due 
as well as three.  The notice will indicate the amount that must be paid.

The Policy will continue through the grace period, but if no additional 
premium payment is made, it will terminate at the end of the grace period.  
If the person insured under the Policy dies during the grace period, the 
Death Proceeds payable under the Policy will be reduced by the Deduction 
Amount(s) due and unpaid.  See "Policy Benefits and Rights -- Death Benefit."

If the Policy lapses, you may apply for reinstatement of the Policy by 
payment of the reinstatement premium shown in the Policy and any applicable 
charges.  A request for reinstatement may be made within five years of lapse. 
 If a loan was outstanding at the time of lapse, Alpine will require 
repayment of the loan before permitting reinstatement.  In addition, Alpine 
reserves the right to require evidence of insurability satisfactory to Alpine.

CANCELLATION AND EXCHANGE RIGHTS

You have a limited right to return a Policy for cancellation.  If the Policy 
is returned, by mail or personal delivery to Alpine or to the agent who sold 
the Policy, to be canceled within ten days after delivery of the Policy to 
you (a longer free-look period is provided in certain cases), Alpine will 
return to you, within seven days, the greater of premiums paid for the Policy 
less Indebtedness or the sum of (1) the Account Value less any Indebtedness 
on the date the returned Policy is received by Alpine or its agent and (2) 
any deductions under Policy or by the Funds for taxes, charges or fees.

<PAGE>
                                         33                                  


Once the Policy is in effect, it may be exchanged, during the first 24 months 
after its issuance, for a non-variable flexible premium adjustable life 
insurance Policy offered by Alpine (or an affiliated company) on the life of 
the Insured.  No evidence of insurability will be required.  The new Policy 
will have, at your election, either the same Coverage Amount as under the 
exchanged Policy on the date of exchange or the same Death Benefit.  The 
effective date, issue date and issue age will be the same as existed under 
the exchanged Policy. If a Policy loan was outstanding, the entire loan must 
be repaid.  There may be a cash adjustment required on the exchange.

SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS

Alpine will suspend all procedures requiring valuation (including transfers, 
surrenders and loans) on any day a national stock exchange is closed or 
trading is restricted due to an existing emergency, as defined by the 
Securities and Exchange Commission, or on any day the Securities and Exchange 
Commission has ordered that the right of surrender of the Policies be 
suspended for the protection of Policy Owners, until such condition has ended.


                               LAST SURVIVOR POLICIES
                               ----------------------

The Policies are offered on both a single life and a "last survivor" basis. 
Policies sold on a last survivor basis operate in a manner almost identical 
to the single life version.  The most important difference is that the last 
survivor version involves two Insureds and the Death Proceeds are paid on the 
death of the last surviving Insured.  The other significant differences 
between the last survivor and single life versions are listed below.

     1.   The cost of insurance charges under the last survivor Policies are 
determined in a manner that reflects the anticipated mortality of the two 
Insureds and the fact that the Death Benefit is not payable until the death 
of the second Insured.  See the last survivor illustrations in "Appendix B."

     2.   To qualify for simplified underwriting under a last survivor 
Policy, both Insureds must meet the simplified underwriting standards.

     3.   For a last survivor Policy to be reinstated, both Insureds must be 
alive on the date of reinstatement.

     4.   The Policy provisions regarding misstatement of age or sex, suicide 
and incontestability apply to either Insured.

     5.   Additional tax disclosures applicable to last survivor Policies are 
provided in "Federal Tax Considerations."

<PAGE>
                                         34                                  

                                   OTHER MATTERS
                                   -------------

VOTING RIGHTS

In accordance with its interpretation of presently applicable law, Alpine 
will vote the shares of the Funds at regular and special meetings of the 
shareholders of the Funds in accordance with instructions from Policy Owners 
(or the assignee of the Policy, as the case may be) having a voting interest 
in the Separate Account.  The number of shares held in the Separate Account 
which are attributable to each Policy Owner is determined by dividing the 
Policy Owner's interest in each Sub-Account by the net asset value of the 
applicable shares of the Funds.  Alpine will vote shares for which no 
instructions have been given and shares which are not attributable to Policy 
Owners (I.E., shares owned by Alpine) in the same proportion as it votes 
shares for which it has received instructions.  However, if the Investment 
Company Act of 1940 or any rule promulgated thereunder should be amended, or 
if Alpine's present interpretation should change and, as a result, Alpine 
determines it is permitted to vote the shares of the Funds in its own right, 
it may elect to do so.

The voting interests of the Policy Owner (or the assignee) in the Funds will 
be determined as follows:  Policy Owners may cast one vote for each full or 
fractional Accumulation Unit owned under the Policy and allocated to a 
Sub-Account, the assets of which are invested in the particular Fund on the 
record date for the shareholder meeting for that Fund.  If, however, a Policy 
Owner has taken a loan secured by the Policy, amounts transferred from the 
Sub-Account(s) to the Loan Account  in connection with the loan (see "Policy 
Benefits and Rights -- Policy Loans.") will not be considered in determining 
the voting interests of the Policy Owner.  Policy Owners should review the 
Funds prospectus accompanying this Prospectus to determine matters  on which 
shareholders may vote.

Alpine may, when required by state insurance regulatory authorities, 
disregard Policy Owners' voting instructions if such instructions require 
that the shares be voted so as to cause a change in the sub-classification or 
investment objective of one or more of the Funds or to approve or disapprove 
an investment advisory Policy for the Funds. 

In addition, Alpine itself may disregard Policy Owners' voting instructions 
in favor of changes initiated by a Policy Owner in the investment policy or 
the investment adviser of the Funds if Alpine reasonably disapproves of such 
changes.  A change would be disapproved only if the proposed change is 
contrary to state law or prohibited by state regulatory authorities.  If 
Alpine does disregard voting instructions, a summary of that action and the 
reasons for such action will be included in the next periodic report to 
Policy Owners.

STATEMENTS

Alpine will maintain all records relating to the Separate Account and the 
Sub-Accounts.  At least once each Policy Year, Alpine will send you a 
statement showing the Coverage Amount and the Account Value of the Policy 
(indicating the number of Accumulation Units credited to the Policy in each 
Sub-Account and the corresponding Accumulation Unit Value) and any 
outstanding loan 

<PAGE>
                                         35                                  


secured by the Policy as of the date of the statement.  The statement will 
also show premium paid, and Deduction Amounts under the Policy since the last 
statement, and any other information required by any applicable law or 
regulation.

LIMIT ON RIGHT TO CONTEST

Alpine may not contest the validity of the Policy after it has been in force 
during the Insured's lifetime for two years from the Issue Date.  If the 
Policy is reinstated, the two-year period is measured from the date of 
reinstatement. Any increase in the Coverage Amount as a result of a premium 
payment is contestable for two years from its effective date.  In addition, 
if the Insured commits suicide in the two year period, or such period as 
specified in state law, the benefit payable will be limited to the Account 
Value less any Indebtedness.

MISSTATEMENT AS TO AGE AND SEX

If the age or sex of the Insured is incorrectly stated, the Death Benefit 
will be appropriately adjusted as specified in the Policy.

SETTLEMENT PROVISIONS

The surrender proceeds or Death Proceeds under the Policies may be paid in a 
lump sum or may be applied to one of Alpine's payment options.  The minimum 
amount that may be applied under a payment option is $5,000, unless Alpine 
consents to a lesser amount.  UNDER PAYMENT OPTIONS 2, 3 AND 4, NO SURRENDER 
OR PARTIAL SURRENDERS ARE PERMITTED AFTER PAYMENTS COMMENCE.  FULL SURRENDER 
OR PARTIAL SURRENDERS MAY BE MADE FROM PAYMENT OPTION 1 OR OPTION 6, BUT THEY 
ARE SUBJECT TO THE SURRENDER CHARGE, IF APPLICABLE.  ONLY A FULL SURRENDER IS 
ALLOWED FROM PAYMENT OPTION 5.  A SURRENDER FROM PAYMENT OPTION 5 WILL ALSO 
BE SUBJECT TO THE SURRENDER CHARGE, IF APPLICABLE.

Alpine will pay interest of at least 3 1/2% per year on the Death Proceeds 
from the date of the Insured's death to the date payment is made or a payment 
option is elected.  At such times, the proceeds are not subject to the 
investment experience of the Separate Account.  

The following options are available under the Policies (Alpine may offer 
other payment options):

Option 1:  Interest Income

This option offers payments of interest, at the rate Alpine declares, on the 
amount applied under his option.  The interest rate will never be less than 3 
1/2% per year.

Option 2:  Life Annuity

A life annuity is an annuity payable during the lifetime of the payee and 
terminating with the last 

<PAGE>
                                         36                                  


payment preceding the death of the payee.  This option offers the largest 
payment amount of any of the life annuity options, since there is no 
guarantee of a minimum number of payments nor a provision for a death benefit 
payable to a beneficiary.

It would be possible under this option for a payee to receive only one 
annuity payment if he died prior to the due date of the second annuity 
payment, two annuity payments if he died before the date of the third annuity 
payment, etc.

Option 3:  Life Annuity with 120, 180 or 240 Monthly Payments Certain

This annuity option is an annuity payable monthly during the lifetime of the 
payee with the provision that payments will be made for a minimum of 120, 180 
or 240 months, as elected.  If, at the death of the payee, payments have been 
made for less than the minimum elected number of months, then the present 
value (as of the date of the payee's death) of any remaining guaranteed 
payments will be paid in one sum to the beneficiary or beneficiaries 
designated, unless other provisions have been made and approved by Alpine.

Option 4:  Joint and Last Survivor Annuity

An annuity payable monthly during the joint lifetime of the payee and a 
designated second person, and thereafter during the remaining lifetime of the 
survivor, ceasing with the last payment prior to the death of the survivor. 
Based on the options currently offered by Alpine, the payee may elect that 
the payment to the survivor be less than the payment made during the joint 
lifetime of the payee and a designated second person.

It would be possible under this option for a payee and designated second 
person to receive only one payment in the event of the common or simultaneous 
death of the parties prior to the due date for the second payment and so on.

Option 5:  Payments for a Designated Period

An amount payable monthly for the number of years selected, which may be from 
five to 30 years.  Under this option, you may, at any time, request a full 
surrender and receive, within seven days, the termination value of the Policy 
as determined by Alpine.

In the event of the payee's death prior to the end of the designated period, 
the present value (as of the date of the payee's death) of any remaining 
guaranteed payments will be paid in one sum to the beneficiary or 
beneficiaries designated unless other provisions have been made and approved 
by Alpine.  

Option 5 is an option that does not involve life contingencies.

<PAGE>
                                         37                                  


Option 6:  Policy Proceeds Settlement Option

Proceeds from the Death Benefit left with Alpine.  These proceeds will remain 
in the Sub-Accounts to which they were allocated at the time of death, unless 
the beneficiary elects to reallocate them.  Full or partial surrenders may be 
made at any time.

VARIABLE AND FIXED ANNUITY PAYMENTS:  When an Annuity  is effected, unless 
otherwise specified, the surrender proceeds or Death Proceeds held in the 
Sub-Accounts will be applied to provide a variable annuity based on the pro 
rata amount in the various Sub-Accounts.  Fixed annuities options are also 
available. YOU SHOULD CONSIDER WHETHER THE ALLOCATION OF PROCEEDS AMONG 
SUB-ACCOUNTS OF THE SEPARATE ACCOUNT FOR YOUR ANNUITY PAYMENTS ARE BASED ON 
THE INVESTMENT ALTERNATIVE BEST SUITED TO YOUR  RETIREMENT NEEDS.

VARIABLE ANNUITY:  The Policy contains tables indicating the minimum dollar 
amount of the first monthly payment under the optional variable forms of 
annuity for each $1,000 of value of a Sub-Account.  The first monthly payment 
varies according to the form and type of variable payment annuity selected.  
The Policy contains variable payment annuity tables derived from the 1983(a) 
Individual Annuity Mortality Table, with ages set back one year and with an 
assumed investment rate ("A.I.R.") of 5% per annum.  The total first monthly 
variable annuity payment is determined by multiplying the proceeds value 
(expressed in thousands of dollars) of a Sub-Account by the amount of the 
first monthly payment per $1,000 of value obtained from the tables in the 
Policy.

The amount of the first monthly variable annuity payment is divided by the 
value of an annuity unit (an accounting unit of measure used to calculate the 
value of annuity payments) for the appropriate Sub-Account no earlier than 
the close of business on the fifth Valuation Day preceding the day on which 
the payment is due in order to determine the number of annuity units 
represented by the first payment.  This number of annuity units remains fixed 
during the annuity payment period and in each subsequent month the dollar 
amount of the variable annuity payment is determined by multiplying this 
fixed number of annuity units by the current annuity unit value.

LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE 
REMAINED CONSTANT AND EQUAL TO THE A.I.R.  IN FACT, PAYMENTS WILL VARY UP OR 
DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN RELATIVE TO THE A.I.R.

FIXED ANNUITY:  Fixed annuity payments are determined by multiplying the 
amount applied to the annuity by a rate (to be determined by Alpine) which is 
no less than the rate specified in the fixed payment annuity tables in the 
Policy.  The annuity payment will remain level for the duration of the 
annuity.

Alpine will make any other arrangements for income payments as may be agreed 
on.

<PAGE>
                                         38                                  


BENEFICIARY

You name the beneficiary in the application for the Policy.  You may change 
the beneficiary (unless irrevocably named) during the Insured's lifetime by 
written request to us.  If no beneficiary is living when the Insured dies, 
the Death Proceeds will be paid to you if living; otherwise to your estate.

ASSIGNMENT

The Policy may be assigned as collateral for a loan or other obligation.  
Alpine is not responsible for any payment made or action taken before receipt 
of written notice of such assignment.  Proof of interest must be filed with 
any claim under a collateral assignment.

DIVIDENDS

No dividends will be paid under the Policies.


                          EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                    OTHER BUSINESS PROFESSION, VOCATION OR
                                                                                    EMPLOYMENT FOR PAST FIVE YEARS; OTHER
                                          POSITION WITH ALPINE, YEAR OF ELECTION    DIRECTORSHIPS
 NAME, AGE
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                      <C>                                       <C>
 Gregory A. Boyko, 47                     Senior Vice President, 1994               Vice President and Controller (1995-1997),
                                          Director                                  Hartford Life Insurance Company ("Hartford");
                                                                                    Director (1997-Present); Senior Vice President
                                                                                    (1997-Present), Chief Financial Officer &
                                                                                    Treasurer (1997-1998); Vice President &
                                                                                    Controller (1995-1997), Hartford Life and
                                                                                    Accident Insurance Company; Senior Vice
                                                                                    President, Chief Financial Officer & Treasurer
                                                                                    (1997-Present), Hartford Life, Inc.; Chief
                                                                                    Financial  Officer (1994-1995), IMG American
                                                                                    Life; Senior Vice President (1992-1994),
                                                                                    Connecticut Mutual Life Insurance Company.
- -----------------------------------------------------------------------------------------------------------------------------------
 Mary Jane Fortin                         Chief Accounting Officer and Vice         Accounting Officer, Hartford Life Insurance
                                          President, 1998                           Company, Hartford Life and Accident Insurance
                                                                                    Company, Hartford Life and Annuity Insurance
                                                                                    Company (1998)

- -----------------------------------------------------------------------------------------------------------------------------------
 Lynda Godkin, 44                         Senior Vice President, 1995               Associate General Counsel (1995-1996);
                                          Corporate Secretary                       Assistant General Counsel and Secretary (1994-
                                          Director                                  1995); Counsel (1990-1994), Hartford; Director
                                                                                    (1997-Present); Senior  Vice President (1997-
                                                                                    Present); General Counsel (1996-Present);
                                                                                    Corporate Secretary (1995-Present); Associate
                                                                                    General Counsel (1995-1996); Assistant General
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                         39                                  


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                      <C>                                       <C>
                                                                                    Counsel and Secretary (1994-1995); Counsel
                                                                                    (1990-1994), Hartford  Life and Accident
                                                                                    Insurance Company; Vice President and General
                                                                                    Counsel (1997 - Present), Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
 Thomas M. Marra, 39                      Director, 1998                            Senior Vice President (1994-1995); Vice
                                                                                    President (1989-1994); Actuary (1987-1995),
                                                                                    Hartford; Director (1994-Present); Executive
                                                                                    Vice President (1995-Present); Senior Vice
                                                                                    President (1994-1995); Director, Individual
                                                                                    Life and Annuity Division (1994-Present);
                                                                                    Actuary (1987-1997), Hartford Life and
                                                                                    Accident Insurance Company; Executive Vice
                                                                                    President, Individual Life and Annuities
                                                                                    (1997-Present), Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
 Craig R. Raymond                         Senior Vice President and Chief Actuary,  Vice President (1993-1997); Assistant Vice
                                          1994                                      President (1992-1993); Actuary (1990-1994),
                                                                                    Hartford; Senior Vice President (1997-
                                                                                    Present); Chief Actuary (1995-Present); Vice
                                                                                    President (1993-1997); Actuary (1990-1995),
                                                                                    Hartford Life and Accident Insurance Company;
                                                                                    Vice President and Chief Actuary (1997-
                                                                                    Present), Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
 Charles  F. Shabunia, 51                 Assistant Vice President, 1995            Assistant Vice President, Hartford (1997-
                                                                                    Present).
- -----------------------------------------------------------------------------------------------------------------------------------
 Lowndes A. Smith, 58                     President, 1994                           Chief Operating Officer (1989-1997), Hartford;
                                          Director                                  Director (1981-Present); President (1989-
                                                                                    Present); Chief Executive Officer (1997-
                                                                                    Present); Chief Operating Officer (1989-1997),
                                                                                    Hartford Life and Accident Insurance Company;
                                                                                    Chief Executive Officer and President and
                                                                                    Director (1997-Present), Hartford Life, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
 David M. Znamierowski                    Senior Vice President, Chief              Vice President (1997), Hartford; Director 
                                          Investment Officer and Director,          (1998-Present) Senior Vice President 
                                          1994                                      (1997-Present), Hartford Life and Accident
                                                                                    Insurance Company; Vice President, Investment
                                                                                    Strategy (1997-Present), Hartford Life, Inc.;
                                                                                    Vice President, Investment Strategy & Policy,
                                                                                    Aetna Life and Casualty.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.

- --------------------
*Denotes date of election to Board of Directors.
**The Hartford Financial Services Group, Inc. Affiliated Company

<PAGE>
                                         40                                  


HOW WE SELL OUR POLICY
- ----------------------

Alpine intends to sell the Policies in all jurisdictions where it is licensed 
to do business.  The Policies will be sold by life insurance sales 
representatives who represent Alpine and who are registered representatives 
of Hartford Securities Distribution Company, Inc. ("HSD") or certain other 
independent, registered broker-dealers.  Any sales representative or employee 
will have been qualified to sell variable life insurance Policies under 
applicable federal and state laws.  Each broker-dealer is registered with the 
Securities and Exchange Commission under the Securities Exchange Act of 1934 
and all are members of the National Association of Securities Dealers, Inc.

HSD serves as Principal Underwriter for the securities issued with respect to 
the Separate Account.  HSD is an affiliate of Alpine.  The principal business 
address of HSD is the same as that of Alpine.

The maximum sales commission payable to Alpine agents, independent registered 
insurance brokers, and other registered broker-dealers is 7.0% of initial and 
subsequent premiums. 

Broker-dealers or financial institutions are compensated according to a 
schedule set forth by HSD and any applicable rules or regulations for 
variable insurance compensation.   Compensation is generally based on premium 
payments made by policyholders or contract owners.  This compensation is 
usually paid from the sales charges described in this Prospectus.

In addition, a  broker-dealer or financial institution may also receive 
additional compensation for, among other things, training, marketing or other 
services provided. HSD, its affiliates or Alpine may also make compensation 
arrangements with certain broker-dealers or financial institutions based on 
total sales by the broker-dealer or financial institution of insurance 
products. These payments, which may be different for different broker-dealers 
or financial institutions, will be made by HSD, its affiliates or Alpine out 
of their own assets and will not effect the amounts paid by the policyholders 
or contract owners to purchase, hold or surrender variable insurance products.

Alpine may provide information on various topics to you and prospective 
Policy Owners in advertising, sales literature or other materials.  These 
topics may include the relationship between sectors of the economy and the 
economy as a whole and its effect on various securities markets, investment 
strategies and techniques (such as value investing, dollar cost averaging and 
asset allocation), the advantages and disadvantages of investing in 
tax-advantaged and taxable instruments, customer profiles and hypothetical 
purchase scenarios, financial management and tax and retirement planning, and 
variable annuities and other investment alternatives, including comparisons 
between the Policies and the characteristics of, and market for, such 
alternatives.  

<PAGE>
                                         41                                  


SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS
- --------------------------------------------

The assets of the Separate Account are held by Alpine.  The assets of the 
Separate Account are kept physically segregated and held separate and apart 
from the General Account of Alpine.  Alpine maintains records of all 
purchases and redemptions of shares of the Fund.  Additional protection for 
the assets of the Separate Account is afforded by Alpine's blanket fidelity 
bond, issued by Aetna Casualty and Surety Company, in the aggregate of $50 
million, covering all of the officers and employees of Alpine.

<PAGE>
                                         42                                  


                           FEDERAL TAX CONSIDERATIONS
                           --------------------------

GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING 
TO THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED, LEGAL AND TAX ADVICE MAY 
BE NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF 
A POLICY DESCRIBED HEREIN.

It should be understood that any detailed description of the federal income 
tax consequences regarding the purchase of these Policies cannot be made in 
this Prospectus and that special tax rules may be applicable with respect to 
certain purchase situations not discussed herein.  In addition, no attempt is 
made here to consider any applicable state or other tax laws.  For detailed 
information, a qualified tax adviser should always be consulted.  This 
discussion of federal tax considerations is based upon Alpine 's 
understanding of existing Federal income tax laws as they are currently 
interpreted.

TAXATION OF ALPINE AND THE SEPARATE ACCOUNT

The Separate Account is taxed as a part of Alpine which is taxed as a life 
insurance company under Subchapter L of the Internal Revenue Code of 1986, as 
amended (the "Code").  Accordingly, the Separate Account will not be taxed as 
a "regulated investment company" under Subchapter M of the Code.  Investment 
income and realized capital gains on the assets of the Separate Account (the 
underlying Funds) are reinvested and are taken into account in determining 
the value of the Accumulation Units (see "Policy Benefits and Right - Account 
Value.").  As a result, such investment income and realized capital gains are 
automatically applied to increase reserves under the Policy.

Alpine does not expect to incur any federal income tax on the earnings or 
realized capital gains attributable to the Separate Account.  Based upon this 
expectation, no charge is currently being made to the Separate Account for 
federal income taxes.  If Alpine incurs income taxes attributable to the 
Separate Account or determines that such taxes will be incurred, it may 
assess a charge for such taxes against the Separate Account.

INCOME TAXATION OF POLICY BENEFITS

For federal income tax purposes, the Policies should be treated as life 
insurance contracts under Section 7702 of the Code.  The death benefit under 
a life insurance contract is generally excluded from the gross income of the 
beneficiary.  Also, a life insurance Policy Owner is generally not taxed on 
increments in the contract value until the Policy is partially or completely 
surrendered.  Section 7702 limits the amount of premiums that may be invested 
in a Policy that is treated as life insurance.  Alpine intends to monitor 
premium levels to assure compliance with the Section 7702 requirements.

<PAGE>
                                         43                                  


During the first fifteen Policy Years, an "income first" rule generally 
applies to distributions of cash required to be made under Code Section 7702 
because of a reduction in benefits under the Policy.

The Maturity Date Extension Rider allows a Policy Owner to extend the 
Maturity Date to the date of the Insured's death.  If the Maturity Date of 
the Policy is extended by rider, Alpine believes that the Policy will 
continue to be treated as a life insurance contract for federal income tax 
purposes after the scheduled Maturity Date.  However, due to the lack of 
specific guidance on this issue, the result is not certain.  If the Policy is 
not treated as a life insurance contract for federal income tax purposes 
after the scheduled Maturity Date, among other things, the Death Proceeds may 
be taxable to the recipient.  The Policy Owner should consult a qualified tax 
adviser regarding the possible adverse tax consequences resulting from an 
extension of the scheduled Maturity Date.  

LAST SURVIVOR POLICIES

Although Alpine believes that the last survivor Policies are in compliance 
with Section 7702 of the Code, the manner in which Section 7702 should be 
applied to certain features of a joint survivorship life insurance contract 
is not directly addressed by Section 7702.  In the absence of final 
regulations or other guidance issued under Section 7702, there is necessarily 
some uncertainty whether a last survivor Contract will meet the Section 7702 
definition of a life insurance contract.

MODIFIED ENDOWMENT CONTRACTS

A life insurance contract is treated as a "modified endowment contract" under 
Section 7702A of the Code if it meets the definition of life insurance in 
Section 7702 but fails the "seven-pay" test of Section 7702A.  The seven-pay 
test provides that premiums cannot be paid at a rate more rapidly than that 
allowed by the payment of seven annual premiums using specified computational 
rules provided in Section 7702A(c).  The large single premium permitted under 
the Policy does not meet the specified computational rules for the "seven-pay 
test" under Section 7702A(c).  Therefore, the Policy will generally be 
treated as a modified endowment contract for federal income tax purposes.  
However, an exchange under Section 1035 of the Code of a life insurance 
contract issued before June 21, 1988 will not cause the new Policy to be 
treated as a modified endowment contract if no additional premiums are paid 
and there is no change in the death benefit as the result of the exchange.

A contract that is classified as modified endowment contract is generally 
eligible for the beneficial tax treatment accorded to life insurance.  That 
is, the death benefit is excluded from income and increments in value are not 
subject to current taxation.  However, loans, distributions or other amounts 
received from a modified endowment contract during the life of the Insured 
will be taxed to the extent of any accumulated income in the contract 
(generally, the excess of account value over premiums paid).  Amounts that 
are taxable withdrawals will be subject to a 10% additional tax, with certain 
exceptions.

<PAGE>
                                         44                                  


All modified endowment contracts that are issued within any calendar year to 
the same Policy Owner by one company or its affiliates shall be treated as 
one modified endowment contract in determining the taxable portion of any 
loan or distributions.

ESTATE AND GENERATION SKIPPING TAXES

When the Insured dies, the Death Proceeds will generally be includible in the 
Policy Owner's estate for purposes of federal estate tax if the last 
surviving Insured owned the Policy.  If the Policy Owner was not the last 
surviving Insured, the fair market value of the Policy would be included in 
the Policy Owner's estate upon the Policy Owner's death.  Nothing would be 
includible in the last surviving Insured's estate if he or she neither 
retained incidents of ownership at death nor had given up ownership within 
three years before death.

The federal estate tax is integrated with the federal gift tax under a 
unified rate schedule and unified credit which shelters up to $625,000 (1998) 
from the estate and gift tax.  The Taxpayer Relief Act of 1997 gradually 
raises the credit over the next eight years to $1,000,000.  In addition, an 
unlimited marital deduction may be available for federal estate and gift tax 
purposes. The unlimited marital deduction permits the deferral of taxes until 
the death of the surviving spouse (when the Death Proceeds would be available 
to pay taxes due and other expenses incurred).

If the Policy Owner (whether or not he or she is an Insured) transfers 
ownership of the Policy to someone two or more generations younger, the 
transfer may be subject to the generation-skipping transfer tax, the taxable 
amount being the value of the Policy.  The generation-skipping transfer tax 
provisions generally apply to transfers which would be subject to the gift 
and estate tax rules. Individuals are generally allowed an aggregate 
generation skipping transfer exemption of $1 million.  Because these rules 
are complex, the Policy Owner should consult with a qualified tax adviser for 
specific information if ownership is passing to younger generations. 

DIVERSIFICATION REQUIREMENTS

Section 817 of the Code provides that a variable life insurance contract 
(other than a pension plan policy) will not be treated as a life insurance 
contract for any period during which the investments made by the separate 
account or underlying fund are not adequately diversified in accordance with 
regulations prescribed by the Treasury Department. If a Policy is not treated 
as a life insurance contract, the Policy Owner will be subject to income tax 
on the annual increases in cash value.

The Treasury Department has issued diversification regulations which 
generally require, among other things, that no more than 55% of the value of 
the total assets of the segregated asset account underlying a variable 
contract is represented by any one investment, no more than 70% is 
represented by any two investments, no more than 80% is represented by any 
three investments, and no more than 90% is represented by any four 
investments.  In determining whether the diversification standards are met, 
all securities of the same issuer, all interests in the same real 

<PAGE>
                                         45                                  


property project, and all interests in the same commodity are each treated as 
a single investment.  In addition, in the case of government securities, each 
government agency or instrumentality shall be treated as a separate issuer. 

A separate account must be in compliance with the diversification standards 
on the last day of each calendar quarter or within 30 days after the quarter 
ends. If an insurance company inadvertently fails to meet the diversification 
requirements, the company may comply within a reasonable period and avoid the 
taxation of policy income on an ongoing basis.   However, either the company 
or the Policy Owner must agree to pay the tax due for the period during which 
the diversification requirements were not met.

Alpine monitors the diversification of investments in the separate accounts 
and tests for diversification as required by the Code.  Alpine intends to 
administer all contracts subject to the diversification requirements in a 
manner that will maintain adequate diversification.

OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT

In order for a variable life insurance contract to qualify for tax deferral, 
assets in the segregated asset accounts supporting the variable contract must 
be considered to be owned by the insurance company and not by the variable 
contract owner.  The Internal Revenue Service ("IRS") has issued several 
rulings which discuss investor control.  The IRS has ruled that certain 
incidents of ownership by the contract owner, such as the ability to select 
and control investments in a separate account, will cause the contract owner 
to be treated as the owner of the assets for tax purposes.  

Further, in the explanation to the temporary Section 817 diversification 
regulations, the Treasury Department noted that the temporary regulations "do 
not provide guidance concerning the circumstances in which investor control 
of the investments of a segregated asset account may cause the investor, 
rather than the insurance company, to be treated as the owner of the assets 
in the account."  The explanation further indicates that "the temporary 
regulations provide that in appropriate cases a segregated asset account may 
include multiple sub-accounts, but do not specify the extent to which 
policyholders may direct their investments to particular sub-accounts without 
being treated as the owners of the underlying assets.  Guidance on this and 
other issues will be provided in regulations or revenue rulings under section 
817(d), relating to the definition of variable contract."  The final 
regulations issued under Section 817 did not provide guidance regarding 
investor control, and as of the date of this Prospectus, no other such 
guidance has been issued.  Further, Alpine does not know if or in what form 
such guidance will be issued.  In addition, although regulations are 
generally issued with prospective effect, it is possible that regulations may 
be issued with retroactive effect.  Due to the lack of specific guidance 
regarding the issue of investor control, there is necessarily some 
uncertainty regarding whether a Policy Owner could be considered the owner of 
the assets for tax purposes.  Alpine reserves the right to modify the 
contracts, as necessary, to prevent Policy Owners from being considered the 
owners of the assets in the separate accounts.

<PAGE>
                                         46                                  


LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS

On January 26, 1996, the IRS released a technical advice memorandum ("TAM") 
on the taxability of life insurance policies used in certain split dollar 
arrangements.  A TAM, issued by the National Office of the IRS, provides 
advice as to the internal revenue laws, regulations, and related statutes 
with respect to a specific set of facts and a specific taxpayer.  In the TAM, 
among other things, the IRS concluded that an employee was subject to current 
taxation on the excess of the cash surrender value of the policy over the 
premiums to be returned to the employer.  Purchasers of life insurance 
policies to be used in split dollar arrangements are strongly advised to 
consult with a qualified tax adviser to determine the tax treatment resulting 
from such an arrangement.

FEDERAL INCOME TAX WITHHOLDING

If any amounts are deemed to be current taxable income to the Policy Owner, 
such amounts will be subject to federal income tax withholding and reporting, 
pursuant to the Code.

NON-INDIVIDUAL OWNERSHIP OF POLICIES

In certain circumstances, the Code limits the application of specific tax 
advantages to individual owners of life insurance contracts.  Prospective 
Policy Owners which are not individuals should consult a qualified tax 
adviser to determine the potential impact on the purchaser.

OTHER

Federal estate tax, state and local estate, inheritance and other tax 
consequences of ownership, or receipt of Policy proceeds depend on the 
circumstances of each Policy Owner or beneficiary.  A tax adviser should be 
consulted to determine the impact of these taxes.

LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal 
income tax consequences to life insurance purchasers that are U.S. citizens 
or residents.  Purchasers that are not U.S. citizens or residents will 
generally be subject to U.S. federal income tax and withholding on taxable 
distributions from life insurance policies at a 30% rate, unless a lower 
treaty rate applies.  In addition, purchasers may be subject to state and/or 
municipal taxes and taxes that may be imposed by the purchaser's country of 
citizenship or residence. Prospective purchasers are advised to consult with 
a qualified tax adviser regarding U.S. state, and foreign taxation with 
respect to a life insurance policy purchase.

                                          
                                 LEGAL PROCEEDINGS
                                 -----------------

There are no material legal proceedings pending to which the Separate Account 
is a party.

<PAGE>
                                         47                                  


                                   LEGAL MATTERS
                                   -------------

Legal matters in connection with the issue and sale of flexible premium 
variable life insurance Policies described in this Prospectus and the 
organization of Alpine, its authority to issue the Policies under Connecticut 
law and the validity of the forms of the Policies under Connecticut law and 
legal matters relating to the federal securities and income tax laws have 
been passed on by Lynda Godkin, Senior Vice President, General Counsel and 
Corporate Secretary of Alpine.

                                     YEAR 2000
                                     ---------

Many existing computer programs were originally designed without considering 
the impact of the year 2000 and currently use only two digits to identify the 
year in the date field.  Therefore, on January 1, 2000, unless the software 
is corrected or replaced, most computers with time-sensitive software 
programs will read the "00" to be the year "1900."  This issue affects nearly 
all companies and organizations and could cause computer applications and 
systems to fail or create erroneous results for any transaction with a date 
of January 1, 2000 or later.

As a result, many companies must undertake major projects to address the year 
2000 issue and each company's costs and uncertainties will depend on a number 
of factors, including its software and hardware and the nature of the 
industry. Companies must also coordinate with other entities with which they 
electronically interact, including investment advisers, brokers, transfer 
agents, customers, creditors and other financial services institutions.  

In 1988, Alpine's ultimate parent company, Hartford Financial Services Group, 
Inc. ("Hartford"), recognized the importance of the year 2000 problem and the 
potential material adverse consequences it could have on its business and 
clients.  By 1990, Hartford was addressing this problem with the aim of 
making its computer systems Year 2000 compliant by December 31, 1998.  
Hartford has replaced many of its older systems with new, state-of-the-art 
systems that are Year 2000 compliant.  Currently, many of its legacy systems 
are already processing "2000" dates.  Costs associated with these changes 
have been expensed by the company annually as they are incurred to avoid a 
significant financial impact to the company in any one year or in the future. 
 Such amounts have not been and are not expected to be material to the 
company's business, operations or financial condition. 

Alpine, (through Hartford), is monitoring how other companies with which it 
does business are responding to the year 2000 problem through surveys, 
regular mailings.  In addition, it is in the process of developing a 
comprehensive contingency plan.  This plan will be fundamental if Alpine or a 
company with which it conducts business experiences year 2000 difficulties 
after December 31, 1999. The failure by Alpine or one its suppliers of 
financial services to achieve timely and complete compliance could have a 
material adverse effect on Alpine's ability to conduct its business, 
including its ability to accurately and timely respond to customers' 
surrender and annuitization requests.    

<PAGE>
                                         48                                  

                                          
                                      EXPERTS
                                      -------

The audited financial statements and financial statement schedules included 
in this registration statement have been audited by Arthur Andersen LLP, 
independent public accountants, as indicated in their reports with respect 
thereto, and are included herein in reliance upon the authority of said firm 
as experts in giving said reports. The principal business address of Arthur 
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

The hypothetical Policy illustrations included in this Prospectus and the 
registration statement with respect to the Separate Account have been 
approved by Michael Winterfield, FSA, MAAA, Assistant Vice President and 
Director, Individual Annuity Product Management, for Alpine, and are included 
in reliance upon his opinion as to their reasonableness.


                               REGISTRATION STATEMENT
                               ----------------------

A registration statement has been filed with the Securities and Exchange 
Commission under the Securities Act of 1933 as amended.  This Prospectus does 
not contain all information set forth in the registration statement, its 
amendments and exhibits, to all of which reference is made for further 
information concerning the Separate Account, the Funds,  Alpine, and the 
Policies.
                                          

<PAGE>
                                         49                                  


                                     APPENDIX A
                                          
               SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK
                                          

If the Policy is purchased in the State of New York, the following provisions 
of the Prospectus are amended as follows:

In the Special Terms subsection of the Prospectus, the definition of Account 
Value is deleted and the following definition is substituted:

          Account Value:  The current value of Accumulation Units plus the 
value of the Loan Account under the Policy.  In the case of a Policy Owner 
who purchases the Policy in the State of New York (the "New York Policy 
Owner") and who elects to transfer into the Fixed Account, Account Value is 
the current value of the Fixed Account plus the value of the Loan Account 
under the Policy.

     The following definition is added:

          Fixed Account:  Part of the General Account of Alpine to which a 
New York Policy Owner may allocate the entire Account Value.

The definition of Loan Account is deleted and the following definition is 
substituted:

          Loan Account:  An account in Alpine's General Account, established 
for any amounts transferred from the Sub-Accounts or, if a New York Policy 
Owner, from the Fixed Account for requested loans.  The Loan Account credits 
a fixed rate of interest of 4% per annum that is not based on the investment 
experience of the Separate Account. 

The following is added to the Prospectus as a separate section following the 
section entitled "The Separate Account":

                                 THE FIXED ACCOUNT

THAT PORTION OF THE POLICY RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED 
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT 
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 
("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS 
THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 
1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN 
REVIEWED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION.  THE 
FOLLOWING DISCLOSURE ABOUT THE 

<PAGE>
                                         50                                  


FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF 
THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF 
DISCLOSURE.

Under the circumstances described under the heading "Transfer of Entire 
Account Value to the Fixed Account," New York Policy Owners may transfer no 
less than the entire Account Value to the Fixed Account.  Account Value 
transferred to the Fixed Account becomes part of the general assets of 
Alpine.  Alpine invests the assets of the General Account in accordance with 
applicable laws governing the investment of insurance company general 
accounts.
 
Alpine currently credits interest to the Account Value transferred to the 
Fixed Account under the Policy at the Minimum Credited Rate of 3% per year, 
compounded annually.  Alpine reserves the right to credit a lower minimum 
interest rate according to state law.  Alpine may also credit interest at 
rates greater than the minimum Fixed Account interest rate.  There is no 
specific formula for determining the interest credited to the Account Value 
in the Fixed Account. 
 
The following language is added to the section of the Prospectus entitled 
"Deductions and Charges - - Administrative Charges": 
 
     No Administrative Charge is deducted from Account Value in the Fixed 
Account. 
 
The following language is added to the section of the Prospectus entitled 
"Deductions and Charges - - Mortality and Expense Risk Charge": 
 
     No Mortality and Expense Risk Charge is deducted from Account Value in 
the Fixed Account. 
 
The following separate sections are added to the section of the Prospectus 
entitled "Policy Benefits": 
 
TRANSFER OF ENTIRE ACCOUNT VALUE TO THE FIXED ACCOUNT 
 
New York Policy Owners may transfer no less than the entire Account Value 
into the Fixed Account under the following circumstances:  (i) during the 
first 18 months following the Date of Issue, (ii) within 30 days following a 
Policy Anniversary, or (iii) within 60 days following the effective date of a 
material change in the investment policy of the Separate Account which the 
New York Policy Owner objects to. 
 
A TRANSFER TO THE FIXED ACCOUNT MUST BE FOR THE ENTIRE ACCOUNT VALUE AND ONCE 
THE ACCOUNT VALUE HAS BEEN TRANSFERRED TO THE FIXED ACCOUNT, IT MAY NOT, 
UNDER ANY CIRCUMSTANCES, BE TRANSFERRED BACK TO THE SEPARATE ACCOUNT. 

<PAGE>
                                         51                                  


For New York Policy Owners who elect to invest in the Fixed Account, Alpine 
will transfer the entire Account Value from the Separate Account to the Fixed 
Account on the Monthly Activity Date next following the date on which Alpine 
received the transfer request.  The Account Value in the Fixed Account on the 
date of transfer equals the entire Account Value; plus the value of the Loan 
Account; minus the Monthly Deduction Amount applicable to the Fixed Account 
and minus the Annual Maintenance Fee, if applicable.  On each subsequent 
Monthly Activity Date, the Account Value in the Fixed Account equals the 
Account Value on the previous Monthly Activity Date; plus any premiums 
received since the last Monthly Activity Date; plus interest credited since 
the last Monthly Activity Date; minus the Monthly Deduction Amount applicable 
to the Fixed Account; minus any partial surrenders taken since the last 
Monthly Activity Date and minus any Surrender Charges deducted since the last 
Monthly Deduction Date.  On each Valuation Date (other than a Monthly 
Activity Date), the Account Value of the Fixed Account equals the Account 
Value on the previous Monthly Activity Date; plus any premiums received since 
the last Monthly Activity Date; plus any interest credited since the last 
Monthly Activity Date; minus any partial surrenders taken since the last 
Monthly Activity Date and minus any Surrender Charges deducted since the last 
Monthly Activity Date. 
 
DEFERRED PAYMENTS 
 
Alpine reserves the right to defer payment of any Cash Surrender Values and 
loan amounts which are attributable to the Fixed Account for up to six months 
from the date of request.  If payment is deferred for more than ten days, 
Alpine will pay interest at the Fixed Account Minimum Credited Interest Rate. 

<PAGE>
                                         52                                  


                                     APPENDIX B
                                          
                             ILLUSTRATIONS OF BENEFITS
                             -------------------------

The tables in Appendix B illustrate the way in which a Policy operates.  They 
show how the death benefit and surrender value could vary over an extended 
period of time assuming hypothetical gross rates of return equal to constant 
after tax annual rates of 0%, 6% and 12%.  The tables are based on an initial 
premium of $10,000.  A male age 45, a female age 55 and a male age 65 with 
Face Amounts of $44,053, $34,014 and $20,001, respectively, are illustrated 
for the single life preferred Policy for both Policy Owner Option 1 and 
Policy Owner Option 2.  The illustrations for the last survivor preferred 
Policy assume male and female of equal ages, including age 55 and 65 for Face 
Amounts of $45,872 and $28,491.   
 
The death benefit and surrender value for a Policy would be different from 
those shown if the rates of return averaged 0%, 6% and 12% over a period of 
years, but also fluctuated above or below those averages for individual 
Policy Years.  They would also differ if any Policy loan were made during the 
period of time illustrated. 
 
The tables reflect the deductions of current Policy charges for Policy Owner 
Option 1 and Policy Owner Option 2 and guaranteed Policy charges for a single 
gross interest rate.  The death benefits and surrender values would change if 
the current cost of insurance charges change. 
 
The amounts shown for the death benefit and surrender value as of the end of 
each Policy Year take into account an average daily charge equal to an annual 
charge of 0.60% of the average daily net assets of the Funds for investment 
advisory and administrative services fees.  The gross annual investment 
return rates of 0%, 6% and 12% on the Fund's assets are equal to net annual 
investment return rates (net of the annual charge of 0.60% described above) 
of -0.60%, 5.40% and 11.40%, respectively. 
 
The hypothetical returns shown in the tables are without any tax charges that 
may be attributable to the Separate Account in the future.  In order to 
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have 
to earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax 
charges (see "Deductions and Charges -- Taxes Charged Against the Separate 
Account"). 
 
The "Premium Paid Plus Interest" 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. 
 
Alpine will furnish upon request, a comparable illustration reflecting the 
proposed Insureds age, risk classification, Face Amount or initial premium 
requested, and reflecting guaranteed cost of insurance rates.  Alpine will 
also furnish an additional similar illustration reflecting current cost of 
insurance rates which may be less than, but never greater than, the 
guaranteed cost of insurance rates.


<PAGE>
                                                                              53
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,897       9,872        44,053       10,816       9,792        44,053
      2            11,025          11,843      10,826        44,053       11,669      10,655        44,053
      3            11,576          12,872      11,867        44,053       12,596      11,596        44,053
      4            12,155          13,995      13,155        44,053       13,605      12,771        44,053
      5            12,763          15,218      14,398        44,053       14,704      13,890        44,053
 
      6            13,401          16,551      15,955        44,053       15,900      15,311        44,053
      7            14,071          18,003      17,438        44,053       17,204      16,645        44,053
      8            14,775          19,586      19,258        44,053       18,625      18,302        44,053
      9            15,513          21,311      21,028        44,053       20,176      19,896        44,053
     10            16,289          23,191      23,161        44,053       21,870      21,840        44,053
 
     11            17,103          25,442      25,412        44,053       23,917      23,887        44,053
     12            17,959          27,915      27,885        44,053       26,182      26,152        44,053
     13            18,856          30,641      30,611        44,053       28,695      28,665        44,053
     14            19,799          33,663      33,633        46,454       31,490      31,460        44,053
     15            20,789          36,997      36,967        49,575       34,598      34,568        46,360
 
     16            21,829          40,670      40,640        52,870       38,030      38,000        49,439
     17            22,920          44,704      44,674        57,220       41,801      41,771        53,504
     18            24,066          49,134      49,104        61,908       45,941      45,911        57,885
     19            25,270          53,999      53,999        66,959       50,488      50,488        62,605
     20            26,533          59,377      59,377        72,439       55,516      55,516        67,729
 
     25            33,864          95,181      95,181       110,409       88,983      88,983       103,220
     35            55,160         244,173     244,173       258,822      228,122     228,122       241,809
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
54
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,310       9,298       44,053        10,228       9,218       44,053
      2            11,025          10,600       9,608       44,053        10,423       9,434       44,053
      3            11,576          10,898       9,927       44,053        10,613       9,647       44,053
      4            12,155          11,205      10,407       44,053        10,797      10,005       44,053
      5            12,763          11,522      10,748       44,053        10,973      10,206       44,053
 
      6            13,401          11,848      11,300       44,053        11,140      10,599       44,053
      7            14,071          12,185      11,664       44,053        11,295      10,780       44,053
      8            14,775          12,533      12,240       44,053        11,434      11,147       44,053
      9            15,513          12,891      12,628       44,053        11,553      11,295       44,053
     10            16,289          13,260      13,230       44,053        11,650      11,620       44,053
 
     11            17,103          13,750      13,720       44,053        11,815      11,785       44,053
     12            17,959          14,260      14,230       44,053        11,955      11,925       44,053
     13            18,856          14,790      14,760       44,053        12,066      12,036       44,053
     14            19,799          15,340      15,310       44,053        12,143      12,113       44,053
     15            20,789          15,913      15,883       44,053        12,178      12,148       44,053
 
     16            21,829          16,507      16,477       44,053        12,165      12,135       44,053
     17            22,920          17,125      17,095       44,053        12,095      12,065       44,053
     18            24,066          17,768      17,738       44,053        11,953      11,923       44,053
     19            25,270          18,436      18,406       44,053        11,727      11,697       44,053
     20            26,533          19,130      19,100       44,053        11,402      11,372       44,053
 
     25            33,864          23,031      23,001       44,053         7,575       7,545       44,053
     35            55,160          33,502      33,472       44,053            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                            55
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,724       8,745       44,053         9,641       8,671       44,053
      2            11,025           9,425       8,500       44,053         9,247       8,338       44,053
      3            11,576           9,136       8,261       44,053         8,846       7,998       44,053
      4            12,155           8,854       8,160       44,053         8,437       7,774       44,053
      5            12,763           8,580       7,928       44,053         8,019       7,407       44,053
 
      6            13,401           8,313       7,868       44,053         7,588       7,179       44,053
      7            14,071           8,054       7,642       44,053         7,143       6,774       44,053
      8            14,775           7,802       7,577       44,053         6,680       6,483       44,053
      9            15,513           7,557       7,357       44,053         6,193       6,024       44,053
     10            16,289           7,319       7,289       44,053         5,681       5,651       44,053
 
     11            17,103           7,145       7,115       44,053         5,181       5,151       44,053
     12            17,959           6,974       6,944       44,053         4,641       4,611       44,053
     13            18,856           6,806       6,776       44,053         4,059       4,029       44,053
     14            19,799           6,641       6,611       44,053         3,428       3,398       44,053
     15            20,789           6,480       6,450       44,053         2,739       2,709       44,053
 
     16            21,829           6,322       6,292       44,053         1,985       1,955       44,053
     17            22,920           6,168       6,138       44,053         1,155       1,125       44,053
     18            24,066           6,016       5,986       44,053           235         205       44,053
     19            25,270           5,867       5,837       44,053            --          --           --
     20            26,533           5,721       5,691       44,053            --          --           --
 
     25            33,864           5,035       5,005       44,053            --          --           --
     35            55,160           3,852       3,822       44,053            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
56
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,530       9,750        44,053       10,443       9,663        44,053
      2            11,025          11,517      10,737        44,053       11,333      10,553        44,053
      3            11,576          12,599      11,819        44,053       12,307      11,527        44,053
      4            12,155          13,787      13,157        44,053       13,373      12,743        44,053
      5            12,763          15,089      14,459        44,053       14,543      13,913        44,053
 
      6            13,401          16,517      16,087        44,053       15,827      15,397        44,053
      7            14,071          18,084      17,654        44,053       17,235      16,805        44,053
      8            14,775          19,803      19,573        44,053       18,783      18,553        44,053
      9            15,513          21,688      21,458        44,053       20,485      20,255        44,053
     10            16,289          23,756      23,726        44,053       22,358      22,328        44,053
 
     11            17,103          26,063      26,033        44,053       24,462      24,432        44,053
     12            17,959          28,598      28,568        44,053       26,792      26,762        44,053
     13            18,856          31,400      31,370        44,588       29,377      29,347        44,053
     14            19,799          34,504      34,474        47,614       32,255      32,225        44,511
     15            20,789          37,922      37,892        50,814       35,446      35,416        47,497
 
     16            21,829          41,687      41,657        54,193       38,963      38,933        50,652
     17            22,920          45,823      45,793        58,653       42,827      42,797        54,818
     18            24,066          50,365      50,365        63,460       47,070      47,040        59,307
     19            25,270          55,386      55,386        68,679       51,729      51,729        64,144
     20            26,533          60,902      60,902        74,300       56,881      56,881        69,394
 
     25            33,864          97,625      97,625       113,245       91,170      91,170       105,757
     35            55,160         250,445     250,445       265,471      233,729     233,729       247,753
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             57
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,963       9,185       44,053         9,876       9,105       44,053
      2            11,025          10,308       9,528       44,053        10,122       9,342       44,053
      3            11,576          10,666       9,886       44,053        10,367       9,587       44,053
      4            12,155          11,038      10,408       44,053        10,610       9,980       44,053
      5            12,763          11,424      10,794       44,053        10,849      10,219       44,053
 
      6            13,401          11,824      11,394       44,053        11,084      10,654       44,053
      7            14,071          12,240      11,810       44,053        11,310      10,880       44,053
      8            14,775          12,671      12,441       44,053        11,526      11,296       44,053
      9            15,513          13,118      12,888       44,053        11,727      11,497       44,053
     10            16,289          13,583      13,553       44,053        11,911      11,881       44,053
 
     11            17,103          14,086      14,056       44,053        12,091      12,061       44,053
     12            17,959          14,609      14,579       44,053        12,246      12,216       44,053
     13            18,856          15,152      15,122       44,053        12,375      12,345       44,053
     14            19,799          15,717      15,687       44,053        12,470      12,440       44,053
     15            20,789          16,304      16,274       44,053        12,526      12,496       44,053
 
     16            21,829          16,914      16,884       44,053        12,535      12,505       44,053
     17            22,920          17,549      17,519       44,053        12,489      12,459       44,053
     18            24,066          18,208      18,178       44,053        12,374      12,344       44,053
     19            25,270          18,893      18,863       44,053        12,178      12,148       44,053
     20            26,533          19,605      19,575       44,053        11,885      11,855       44,053
 
     25            33,864          23,607      23,577       44,053         8,293       8,263       44,053
     35            55,160          34,349      34,319       44,053            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
58
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 45 MALE PREFERRED
                          INITIAL FACE AMOUNT: $44,053
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,396       8,661       44,053         9,309       8,581       44,053
      2            11,025           9,166       8,449       44,053         8,979       8,275       44,053
      3            11,576           8,941       8,241       44,053         8,639       7,961       44,053
      4            12,155           8,722       8,168       44,053         8,288       7,761       44,053
      5            12,763           8,506       7,966       44,053         7,925       7,419       44,053
 
      6            13,401           8,296       7,934       44,053         7,546       7,214       44,053
      7            14,071           8,090       7,736       44,053         7,149       6,833       44,053
      8            14,775           7,888       7,700       44,053         6,730       6,565       44,053
      9            15,513           7,691       7,507       44,053         6,285       6,129       44,053
     10            16,289           7,497       7,467       44,053         5,810       5,780       44,053
 
     11            17,103           7,319       7,289       44,053         5,310       5,280       44,053
     12            17,959           7,145       7,115       44,053         4,770       4,740       44,053
     13            18,856           6,974       6,944       44,053         4,188       4,158       44,053
     14            19,799           6,806       6,776       44,053         3,556       3,526       44,053
     15            20,789           6,642       6,612       44,053         2,868       2,838       44,053
 
     16            21,829           6,481       6,451       44,053         2,114       2,084       44,053
     17            22,920           6,323       6,293       44,053         1,285       1,255       44,053
     18            24,066           6,168       6,138       44,053           366         336       44,053
     19            25,270           6,016       5,986       44,053            --          --           --
     20            26,533           5,867       5,837       44,053            --          --           --
 
     25            33,864           5,167       5,137       44,053            --          --           --
     35            55,160           3,960       3,930       44,053            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             59
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,897       9,872        34,014       10,770       9,748        34,014
      2            11,025          11,843      10,826        34,014       11,575      10,563        34,014
      3            11,576          12,872      11,867        34,014       12,452      11,454        34,014
      4            12,155          13,995      13,155        34,014       13,410      12,579        34,014
      5            12,763          15,218      14,398        34,014       14,458      13,647        34,014
 
      6            13,401          16,551      15,955        34,014       15,603      15,017        34,014
      7            14,071          18,003      17,438        34,014       16,857      16,300        34,014
      8            14,775          19,586      19,258        34,014       18,228      17,906        34,014
      9            15,513          21,311      21,028        34,014       19,729      19,449        34,014
     10            16,289          23,191      23,161        34,014       21,376      21,346        34,014
 
     11            17,103          25,443      25,413        34,014       23,380      23,350        34,014
     12            17,959          27,944      27,914        34,014       25,617      25,587        34,014
     13            18,856          30,739      30,709        36,272       28,126      28,096        34,014
     14            19,799          33,820      33,790        39,569       30,935      30,905        36,194
     15            20,789          37,209      37,179        43,162       34,033      34,003        39,478
 
     16            21,829          40,937      40,907        47,077       37,439      37,409        43,055
     17            22,920          45,049      45,019        50,905       41,197      41,167        46,552
     18            24,066          49,587      49,557        55,042       45,345      45,315        50,332
     19            25,270          54,603      54,603        59,517       49,928      49,898        54,421
     20            26,533          60,135      60,135        65,546       54,953      54,953        59,899
 
     25            33,864          97,305      97,305       103,143       88,921      88,921        94,256
     35            55,160         250,325     250,325       262,841      225,387     225,387       236,656
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
60
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,310       9,298       34,014        10,183       9,174       34,014
      2            11,025          10,600       9,608       34,014        10,330       9,343       34,014
      3            11,576          10,898       9,927       34,014        10,469       9,506       34,014
      4            12,155          11,205      10,407       34,014        10,602       9,813       34,014
      5            12,763          11,522      10,748       34,014        10,726       9,962       34,014
 
      6            13,401          11,848      11,300       34,014        10,838      10,299       34,014
      7            14,071          12,185      11,664       34,014        10,933      10,421       34,014
      8            14,775          12,533      12,240       34,014        11,006      10,721       34,014
      9            15,513          12,891      12,628       34,014        11,049      10,792       34,014
     10            16,289          13,260      13,230       34,014        11,057      11,027       34,014
 
     11            17,103          13,750      13,720       34,014        11,117      11,087       34,014
     12            17,959          14,260      14,230       34,014        11,138      11,108       34,014
     13            18,856          14,790      14,760       34,014        11,117      11,087       34,014
     14            19,799          15,340      15,310       34,014        11,051      11,021       34,014
     15            20,789          15,913      15,883       34,014        10,929      10,899       34,014
 
     16            21,829          16,507      16,477       34,014        10,741      10,711       34,014
     17            22,920          17,125      17,095       34,014        10,465      10,435       34,014
     18            24,066          17,768      17,738       34,014        10,077      10,047       34,014
     19            25,270          18,436      18,406       34,014         9,546       9,516       34,014
     20            26,533          19,130      19,100       34,014         8,839       8,809       34,014
 
     25            33,864          23,031      23,001       34,014           937         907       34,014
     35            55,160          33,502      33,472       35,177            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             61
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,724       8,745       34,014         9,597       8,631       34,014
      2            11,025           9,425       8,500       34,014         9,155       8,255       34,014
      3            11,576           9,136       8,261       34,014         8,705       7,870       34,014
      4            12,155           8,854       8,160       34,014         8,246       7,598       34,014
      5            12,763           8,580       7,928       34,014         7,777       7,183       34,014
 
      6            13,401           8,313       7,868       34,014         7,292       6,898       34,014
      7            14,071           8,054       7,642       34,014         6,788       6,436       34,014
      8            14,775           7,802       7,577       34,014         6,258       6,071       34,014
      9            15,513           7,557       7,357       34,014         5,692       5,534       34,014
     10            16,289           7,319       7,289       34,014         5,085       5,055       34,014
 
     11            17,103           7,145       7,115       34,014         4,470       4,440       34,014
     12            17,959           6,974       6,944       34,014         3,799       3,769       34,014
     13            18,856           6,806       6,776       34,014         3,068       3,038       34,014
     14            19,799           6,641       6,611       34,014         2,273       2,243       34,014
     15            20,789           6,480       6,450       34,014         1,402       1,372       34,014
 
     16            21,829           6,322       6,292       34,014           440         410       34,014
     17            22,920           6,168       6,138       34,014            --          --           --
     18            24,066           6,016       5,986       34,014            --          --           --
     19            25,270           5,867       5,837       34,014            --          --           --
     20            26,533           5,721       5,691       34,014            --          --           --
 
     25            33,864           5,035       5,005       34,014            --          --           --
     35            55,160           3,852       3,822       34,014            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
62
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,530       9,750        34,014       10,396       9,616        34,014
      2            11,025          11,517      10,737        34,014       11,235      10,455        34,014
      3            11,576          12,599      11,819        34,014       12,156      11,376        34,014
      4            12,155          13,787      13,157        34,014       13,169      12,539        34,014
      5            12,763          15,089      14,459        34,014       14,284      13,654        34,014
 
      6            13,401          16,517      16,087        34,014       15,513      15,083        34,014
      7            14,071          18,084      17,654        34,014       16,867      16,437        34,014
      8            14,775          19,803      19,573        34,014       18,359      18,129        34,014
      9            15,513          21,688      21,458        34,014       20,007      19,777        34,014
     10            16,289          23,756      23,726        34,014       21,830      21,800        34,014
 
     11            17,103          26,068      26,038        34,014       23,890      23,860        34,014
     12            17,959          28,648      28,618        34,091       26,193      26,163        34,014
     13            18,856          31,520      31,490        37,193       28,776      28,746        34,014
     14            19,799          34,680      34,650        40,575       31,657      31,627        37,038
     15            20,789          38,156      38,126        44,261       34,827      34,797        40,399
 
     16            21,829          41,980      41,950        48,276       38,314      38,284        44,061
     17            22,920          46,197      46,167        52,202       42,160      42,130        47,641
     18            24,066          50,852      50,852        56,446       46,406      46,376        51,510
     19            25,270          56,030      56,030        61,072       51,097      51,097        55,696
     20            26,533          61,706      61,706        67,259       56,274      56,274        61,338
 
     25            33,864          99,848      99,848       105,838       91,058      91,058        96,521
     35            55,160         256,866     256,866       269,709      230,803     230,803       242,343
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             63
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,963       9,185       34,014         9,830       9,062       34,014
      2            11,025          10,308       9,528       34,014        10,026       9,246       34,014
      3            11,576          10,666       9,886       34,014        10,218       9,438       34,014
      4            12,155          11,038      10,408       34,014        10,408       9,778       34,014
      5            12,763          11,424      10,794       34,014        10,592       9,962       34,014
 
      6            13,401          11,824      11,394       34,014        10,768      10,338       34,014
      7            14,071          12,240      11,810       34,014        10,932      10,502       34,014
      8            14,775          12,671      12,441       34,014        11,078      10,848       34,014
      9            15,513          13,118      12,888       34,014        11,200      10,970       34,014
     10            16,289          13,583      13,553       34,014        11,291      11,261       34,014
 
     11            17,103          14,086      14,056       34,014        11,366      11,336       34,014
     12            17,959          14,609      14,579       34,014        11,403      11,373       34,014
     13            18,856          15,152      15,122       34,014        11,401      11,371       34,014
     14            19,799          15,717      15,687       34,014        11,355      11,325       34,014
     15            20,789          16,304      16,274       34,014        11,256      11,226       34,014
 
     16            21,829          16,914      16,884       34,014        11,092      11,062       34,014
     17            22,920          17,549      17,519       34,014        10,844      10,814       34,014
     18            24,066          18,208      18,178       34,014        10,487      10,457       34,014
     19            25,270          18,893      18,863       34,014         9,993       9,963       34,014
     20            26,533          19,605      19,575       34,014         9,326       9,296       34,014
 
     25            33,864          23,607      23,577       34,014         1,772       1,742       34,014
     35            55,160          34,349      34,319       36,066            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
64
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                         ISSUE AGE: 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $34,014
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,396       8,661       34,014         9,263       8,538       34,014
      2            11,025           9,166       8,449       34,014         8,884       8,188       34,014
      3            11,576           8,941       8,241       34,014         8,494       7,827       34,014
      4            12,155           8,722       8,168       34,014         8,091       7,576       34,014
      5            12,763           8,506       7,966       34,014         7,674       7,184       34,014
 
      6            13,401           8,296       7,934       34,014         7,239       6,920       34,014
      7            14,071           8,090       7,736       34,014         6,781       6,480       34,014
      8            14,775           7,888       7,700       34,014         6,293       6,137       34,014
      9            15,513           7,691       7,507       34,014         5,766       5,621       34,014
     10            16,289           7,497       7,467       34,014         5,194       5,164       34,014
 
     11            17,103           7,319       7,289       34,014         4,580       4,550       34,014
     12            17,959           7,145       7,115       34,014         3,909       3,879       34,014
     13            18,856           6,974       6,944       34,014         3,179       3,149       34,014
     14            19,799           6,806       6,776       34,014         2,385       2,355       34,014
     15            20,789           6,642       6,612       34,014         1,516       1,486       34,014
 
     16            21,829           6,481       6,451       34,014           555         525       34,014
     17            22,920           6,323       6,293       34,014            --          --           --
     18            24,066           6,168       6,138       34,014            --          --           --
     19            25,270           6,016       5,986       34,014            --          --           --
     20            26,533           5,867       5,837       34,014            --          --           --
 
     25            33,864           5,167       5,137       34,014            --          --           --
     35            55,160           3,960       3,930       34,014            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             65
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,897       9,872        20,001       10,684       9,664        20,001
      2            11,025          11,843      10,826        20,001       11,394      10,386        20,001
      3            11,576          12,872      11,867        20,001       12,169      11,176        20,001
      4            12,155          13,995      13,155        20,001       13,020      12,195        20,001
      5            12,763          15,218      14,398        20,001       13,963      13,158        20,001
 
      6            13,401          16,551      15,955        20,001       15,014      14,434        20,001
      7            14,071          18,003      17,438        20,343       16,197      15,645        20,001
      8            14,775          19,592      19,264        21,747       17,541      17,224        20,001
      9            15,513          21,336      21,053        23,256       19,080      18,802        20,796
     10            16,289          23,223      23,193        25,313       20,764      20,734        22,632
 
     11            17,103          25,486      25,456        27,525       22,783      22,753        24,605
     12            17,959          27,979      27,949        29,937       25,008      24,978        26,758
     13            18,856          30,702      30,672        32,850       27,437      27,407        29,357
     14            19,799          33,705      33,675        35,727       30,117      30,087        31,923
     15            20,789          36,992      36,962        39,211       33,043      33,013        35,026
 
     16            21,829          40,618      40,588        42,649       36,279      36,249        38,093
     17            22,920          44,586      44,556        46,815       39,812      39,782        41,802
     18            24,066          48,945      48,915        51,392       43,663      43,633        45,846
     19            25,270          53,734      53,734        56,420       47,854      47,824        50,247
     20            26,533          59,026      59,026        61,977       52,410      52,410        55,030
 
     25            33,864          94,418      94,418        99,138       81,777      81,777        85,866
     35            55,160         241,783     241,783       244,201      203,041     203,041       205,071
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
66
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,310       9,298       20,001        10,095       9,088       20,001
      2            11,025          10,600       9,608       20,001        10,134       9,151       20,001
      3            11,576          10,898       9,927       20,001        10,143       9,185       20,001
      4            12,155          11,205      10,407       20,001        10,117       9,335       20,001
      5            12,763          11,522      10,748       20,001        10,050       9,294       20,001
 
      6            13,401          11,848      11,300       20,001         9,932       9,406       20,001
      7            14,071          12,185      11,664       20,001         9,752       9,259       20,001
      8            14,775          12,533      12,240       20,001         9,494       9,226       20,001
      9            15,513          12,891      12,628       20,001         9,138       8,902       20,001
     10            16,289          13,260      13,230       20,001         8,662       8,632       20,001
 
     11            17,103          13,750      13,720       20,001         8,110       8,080       20,001
     12            17,959          14,260      14,230       20,001         7,383       7,353       20,001
     13            18,856          14,790      14,760       20,001         6,439       6,409       20,001
     14            19,799          15,340      15,310       20,001         5,222       5,192       20,001
     15            20,789          15,913      15,883       20,001         3,654       3,624       20,001
 
     16            21,829          16,507      16,477       20,001         1,627       1,597       20,001
     17            22,920          17,125      17,095       20,001            --          --           --
     18            24,066          17,768      17,738       20,001            --          --           --
     19            25,270          18,436      18,406       20,001            --          --           --
     20            26,533          19,130      19,100       20,086            --          --           --
 
     25            33,864          23,031      23,001       24,183            --          --           --
     35            55,160          33,530      33,500       33,865            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             67
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,724       8,745       20,001         9,505       8,549       20,001
      2            11,025           9,425       8,500       20,001         8,946       8,066       20,001
      3            11,576           9,136       8,261       20,001         8,345       7,543       20,001
      4            12,155           8,854       8,160       20,001         7,694       7,087       20,001
      5            12,763           8,580       7,928       20,001         6,985       6,449       20,001
 
      6            13,401           8,313       7,868       20,001         6,204       5,863       20,001
      7            14,071           8,054       7,642       20,001         5,332       5,049       20,001
      8            14,775           7,802       7,577       20,001         4,347       4,209       20,001
      9            15,513           7,557       7,357       20,001         3,222       3,120       20,001
     10            16,289           7,319       7,289       20,001         1,925       1,895       20,001
 
     11            17,103           7,145       7,115       20,001           428         398       20,001
     12            17,959           6,974       6,944       20,001            --          --       20,001
     13            18,856           6,806       6,776       20,001            --          --       20,001
     14            19,799           6,641       6,611       20,001            --          --       20,001
     15            20,789           6,480       6,450       20,001            --          --       20,001
 
     16            21,829           6,322       6,292       20,001            --          --       20,001
     17            22,920           6,168       6,138       20,001            --          --       20,001
     18            24,066           6,016       5,986       20,001            --          --       20,001
     19            25,270           5,867       5,837       20,001            --          --       20,001
     20            26,533           5,721       5,691       20,001            --          --       20,001
 
     25            33,864           5,035       5,005       20,001            --          --       20,001
     35            55,160           3,852       3,822       20,001            --          --       20,001
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
68
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,530       9,750        20,001       10,302       9,522        20,001
      2            11,025          11,517      10,737        20,001       11,035      10,255        20,001
      3            11,576          12,599      11,819        20,001       11,841      11,061        20,001
      4            12,155          13,787      13,157        20,001       12,732      12,102        20,001
      5            12,763          15,089      14,459        20,001       13,724      13,094        20,001
 
      6            13,401          16,517      16,087        20,001       14,840      14,410        20,001
      7            14,071          18,084      17,654        20,435       16,104      15,674        20,001
      8            14,775          19,809      19,579        21,988       17,551      17,321        20,001
      9            15,513          21,714      21,484        23,667       19,216      18,986        20,945
     10            16,289          23,789      23,759        25,930       21,049      21,019        22,943
 
     11            17,103          26,108      26,078        28,196       23,097      23,067        24,944
     12            17,959          28,662      28,632        30,668       25,353      25,323        27,127
     13            18,856          31,452      31,422        33,653       27,816      27,786        29,762
     14            19,799          34,530      34,500        36,601       30,534      30,504        32,365
     15            20,789          37,898      37,868        40,171       33,501      33,471        35,511
 
     16            21,829          41,614      41,584        43,694       36,782      36,752        38,621
     17            22,920          45,680      45,650        47,964       40,364      40,334        42,382
     18            24,066          50,147      50,147        52,654       44,269      44,239        46,482
     19            25,270          55,086      55,086        57,840       48,519      48,489        50,945
     20            26,533          60,513      60,513        63,538       53,139      53,139        55,795
 
     25            33,864          96,795      96,795       101,634       82,914      82,914        87,060
     35            55,160         247,871     247,871       250,349      205,864     205,864       207,922
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             69
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,963       9,185       20,001         9,733       8,973       20,001
      2            11,025          10,308       9,528       20,001         9,812       9,046       20,001
      3            11,576          10,666       9,886       20,001         9,864       9,094       20,001
      4            12,155          11,038      10,408       20,001         9,883       9,260       20,001
      5            12,763          11,424      10,794       20,001         9,864       9,242       20,001
 
      6            13,401          11,824      11,394       20,001         9,797       9,375       20,001
      7            14,071          12,240      11,810       20,001         9,670       9,253       20,001
      8            14,775          12,671      12,441       20,001         9,469       9,249       20,001
      9            15,513          13,118      12,888       20,001         9,174       8,960       20,001
     10            16,289          13,583      13,553       20,001         8,764       8,734       20,001
 
     11            17,103          14,086      14,056       20,001         8,226       8,196       20,001
     12            17,959          14,609      14,579       20,001         7,515       7,485       20,001
     13            18,856          15,152      15,122       20,001         6,590       6,560       20,001
     14            19,799          15,717      15,687       20,001         5,397       5,367       20,001
     15            20,789          16,304      16,274       20,001         3,859       3,829       20,001
 
     16            21,829          16,914      16,884       20,001         1,868       1,838       20,001
     17            22,920          17,549      17,519       20,001            --          --           --
     18            24,066          18,208      18,178       20,001            --          --           --
     19            25,270          18,893      18,863       20,001            --          --           --
     20            26,533          19,605      19,575       20,584            --          --           --
 
     25            33,864          23,607      23,577       24,787            --          --           --
     35            55,160          34,378      34,348       34,721            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
70
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
                          ISSUE AGE: 65 MALE PREFERRED
                          INITIAL FACE AMOUNT: $20,001
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,396       8,661       20,001         9,164       8,447       20,001
      2            11,025           9,166       8,449       20,001         8,659       7,980       20,001
      3            11,576           8,941       8,241       20,001         8,110       7,471       20,001
      4            12,155           8,722       8,168       20,001         7,507       7,027       20,001
      5            12,763           8,506       7,966       20,001         6,841       6,401       20,001
 
      6            13,401           8,296       7,934       20,001         6,099       5,825       20,001
      7            14,071           8,090       7,736       20,001         5,261       5,021       20,001
      8            14,775           7,888       7,700       20,001         4,306       4,190       20,001
      9            15,513           7,691       7,507       20,001         3,205       3,111       20,001
     10            16,289           7,497       7,467       20,001         1,923       1,893       20,001
 
     11            17,103           7,319       7,289       20,001           427         397       20,001
     12            17,959           7,145       7,115       20,001            --          --           --
     13            18,856           6,974       6,944       20,001            --          --           --
     14            19,799           6,806       6,776       20,001            --          --           --
     15            20,789           6,642       6,612       20,001            --          --           --
 
     16            21,829           6,481       6,451       20,001            --          --           --
     17            22,920           6,323       6,293       20,001            --          --           --
     18            24,066           6,168       6,138       20,001            --          --           --
     19            25,270           6,016       5,986       20,001            --          --           --
     20            26,533           5,867       5,837       20,001            --          --           --
 
     25            33,864           5,167       5,137       20,001            --          --           --
     35            55,160           3,960       3,930       20,001            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                            71
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,965       9,939        45,872       10,965       9,939        45,872
      2            11,025          11,985      10,965        45,872       11,985      10,965        45,872
      3            11,576          13,095      12,086        45,872       13,095      12,086        45,872
      4            12,155          14,304      13,459        45,872       14,304      13,459        45,872
      5            12,763          15,620      14,795        45,872       15,620      14,795        45,872
 
      6            13,401          17,053      16,453        45,872       17,053      16,453        45,872
      7            14,071          18,612      18,043        45,872       18,612      18,043        45,872
      8            14,775          20,309      19,978        45,872       20,309      19,978        45,872
      9            15,513          22,155      21,870        45,872       22,155      21,870        45,872
     10            16,289          24,164      24,134        45,872       24,164      24,134        45,872
 
     11            17,103          26,566      26,536        45,872       26,566      26,536        45,872
     12            17,959          29,211      29,181        45,872       29,211      29,181        45,872
     13            18,856          32,130      32,100        45,872       32,130      32,100        45,872
     14            19,799          35,362      35,332        45,872       35,362      35,332        45,872
     15            20,789          38,952      38,922        45,872       38,952      38,922        45,872
 
     16            21,829          42,939      42,909        49,380       42,939      42,909        49,380
     17            22,920          47,337      47,307        53,490       47,337      47,307        53,490
     18            24,066          52,186      52,186        57,926       52,186      52,186        57,926
     19            25,270          57,570      57,570        62,750       57,570      57,570        62,750
     20            26,533          63,480      63,480        69,193       63,480      63,480        69,193
 
     25            33,864         103,143     103,143       109,331      103,143     103,143       109,331
     35            55,160         268,360     268,360       281,778      261,693     261,693       274,777
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
72
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,375       9,361       45,872        10,375       9,361       45,872
      2            11,025          10,726       9,731       45,872        10,726       9,731       45,872
      3            11,576          11,082      10,108       45,872        11,082      10,108       45,872
      4            12,155          11,442      10,640       45,872        11,442      10,640       45,872
      5            12,763          11,804      11,027       45,872        11,804      11,027       45,872
 
      6            13,401          12,167      11,615       45,872        12,167      11,615       45,872
      7            14,071          12,532      12,008       45,872        12,526      12,002       45,872
      8            14,775          12,910      12,615       45,872        12,880      12,585       45,872
      9            15,513          13,299      13,036       45,872        13,222      12,959       45,872
     10            16,289          13,702      13,672       45,872        13,547      13,517       45,872
 
     11            17,103          14,231      14,201       45,872        13,961      13,931       45,872
     12            17,959          14,782      14,752       45,872        14,354      14,324       45,872
     13            18,856          15,355      15,325       45,872        14,720      14,690       45,872
     14            19,799          15,952      15,922       45,872        15,049      15,019       45,872
     15            20,789          16,573      16,543       45,872        15,333      15,303       45,872
 
     16            21,829          17,220      17,190       45,872        15,558      15,528       45,872
     17            22,920          17,893      17,863       45,872        15,706      15,676       45,872
     18            24,066          18,593      18,563       45,872        15,753      15,723       45,872
     19            25,270          19,322      19,292       45,872        15,669      15,639       45,872
     20            26,533          20,081      20,051       45,872        15,419      15,389       45,872
 
     25            33,864          24,368      24,338       45,872         9,959       9,929       45,872
     35            55,160          36,008      35,978       45,872            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             73
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,784       8,800       45,872         9,784       8,800       45,872
      2            11,025           9,537       8,601       45,872         9,537       8,601       45,872
      3            11,576           9,286       8,397       45,872         9,286       8,397       45,872
      4            12,155           9,031       8,323       45,872         9,031       8,323       45,872
      5            12,763           8,768       8,103       45,872         8,768       8,103       45,872
 
      6            13,401           8,509       8,054       45,872         8,496       8,042       45,872
      7            14,071           8,257       7,835       45,872         8,212       7,792       45,872
      8            14,775           8,012       7,782       45,872         7,910       7,682       45,872
      9            15,513           7,773       7,568       45,872         7,584       7,384       45,872
     10            16,289           7,540       7,510       45,872         7,229       7,199       45,872
 
     11            17,103           7,372       7,342       45,872         6,893       6,863       45,872
     12            17,959           7,207       7,177       45,872         6,509       6,479       45,872
     13            18,856           7,046       7,016       45,872         6,067       6,037       45,872
     14            19,799           6,887       6,857       45,872         5,559       5,529       45,872
     15            20,789           6,731       6,701       45,872         4,969       4,939       45,872
 
     16            21,829           6,578       6,548       45,872         4,282       4,252       45,872
     17            22,920           6,428       6,398       45,872         3,472       3,442       45,872
     18            24,066           6,280       6,250       45,872         2,506       2,476       45,872
     19            25,270           6,135       6,105       45,872         1,344       1,314       45,872
     20            26,533           5,993       5,963       45,872            --          --           --
 
     25            33,864           5,321       5,291       45,872            --          --           --
     35            55,160           4,150       4,120       45,872            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
74
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,595       9,815        45,872       10,595       9,815        45,872
      2            11,025          11,654      10,874        45,872       11,654      10,874        45,872
      3            11,576          12,816      12,036        45,872       12,816      12,036        45,872
      4            12,155          14,089      13,459        45,872       14,089      13,459        45,872
      5            12,763          15,485      14,855        45,872       15,485      14,855        45,872
 
      6            13,401          17,015      16,585        45,872       17,015      16,585        45,872
      7            14,071          18,692      18,262        45,872       18,692      18,262        45,872
      8            14,775          20,530      20,300        45,872       20,530      20,300        45,872
      9            15,513          22,545      22,315        45,872       22,545      22,315        45,872
     10            16,289          24,755      24,725        45,872       24,755      24,725        45,872
 
     11            17,103          27,223      27,193        45,872       27,223      27,193        45,872
     12            17,959          29,942      29,912        45,872       29,942      29,912        45,872
     13            18,856          32,945      32,915        45,872       32,945      32,915        45,872
     14            19,799          36,273      36,243        45,872       36,273      36,243        45,872
     15            20,789          39,971      39,941        46,366       39,971      39,941        46,366
 
     16            21,829          44,066      44,036        50,675       44,066      44,036        50,675
     17            22,920          48,580      48,550        54,894       48,580      48,550        54,894
     18            24,066          53,557      53,557        59,447       53,557      53,557        59,447
     19            25,270          59,082      59,082        64,399       59,082      59,082        64,399
     20            26,533          65,148      65,148        71,010       65,148      65,148        71,010
 
     25            33,864         105,853     105,853       112,204      105,853     105,853       112,204
     35            55,160         275,411     275,411       289,181      268,568     268,568       281,995
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             75
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,025       9,245       45,872        10,025       9,245       45,872
      2            11,025          10,430       9,650       45,872        10,430       9,650       45,872
      3            11,576          10,845      10,065       45,872        10,845      10,065       45,872
      4            12,155          11,269      10,639       45,872        11,269      10,639       45,872
      5            12,763          11,701      11,071       45,872        11,701      11,071       45,872
 
      6            13,401          12,138      11,708       45,872        12,138      11,708       45,872
      7            14,071          12,585      12,155       45,872        12,579      12,149       45,872
      8            14,775          13,048      12,818       45,872        13,019      12,789       45,872
      9            15,513          13,531      13,301       45,872        13,455      13,225       45,872
     10            16,289          14,032      14,002       45,872        13,881      13,851       45,872
 
     11            17,103          14,574      14,544       45,872        14,312      14,282       45,872
     12            17,959          15,139      15,109       45,872        14,724      14,694       45,872
     13            18,856          15,727      15,697       45,872        15,109      15,079       45,872
     14            19,799          16,339      16,309       45,872        15,461      15,431       45,872
     15            20,789          16,976      16,946       45,872        15,769      15,739       45,872
 
     16            21,829          17,639      17,609       45,872        16,021      15,991       45,872
     17            22,920          18,329      18,299       45,872        16,199      16,169       45,872
     18            24,066          19,048      19,018       45,872        16,279      16,249       45,872
     19            25,270          19,795      19,765       45,872        16,234      16,204       45,872
     20            26,533          20,574      20,544       45,872        16,028      15,998       45,872
 
     25            33,864          24,970      24,940       45,872        10,942      10,912       45,872
     35            55,160          36,906      36,876       45,872            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
76
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $45,872
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,454       8,715       45,872         9,454       8,715       45,872
      2            11,025           9,274       8,548       45,872         9,274       8,548       45,872
      3            11,576           9,087       8,376       45,872         9,087       8,376       45,872
      4            12,155           8,894       8,330       45,872         8,894       8,330       45,872
      5            12,763           8,691       8,140       45,872         8,691       8,140       45,872
 
      6            13,401           8,489       8,120       45,872         8,476       8,107       45,872
      7            14,071           8,291       7,930       45,872         8,245       7,886       45,872
      8            14,775           8,098       7,906       45,872         7,995       7,805       45,872
      9            15,513           7,908       7,720       45,872         7,719       7,534       45,872
     10            16,289           7,721       7,691       45,872         7,410       7,380       45,872
 
     11            17,103           7,550       7,520       45,872         7,073       7,043       45,872
     12            17,959           7,382       7,352       45,872         6,687       6,657       45,872
     13            18,856           7,217       7,187       45,872         6,245       6,215       45,872
     14            19,799           7,055       7,025       45,872         5,735       5,705       45,872
     15            20,789           6,896       6,866       45,872         5,146       5,116       45,872
 
     16            21,829           6,740       6,710       45,872         4,458       4,428       45,872
     17            22,920           6,587       6,557       45,872         3,649       3,619       45,872
     18            24,066           6,437       6,407       45,872         2,684       2,654       45,872
     19            25,270           6,289       6,259       45,872         1,524       1,494       45,872
     20            26,533           6,144       6,114       45,872           122          92       45,872
 
     25            33,864           5,459       5,429       45,872            --          --           --
     35            55,160           4,264       4,234       45,872            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             77
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,959       9,933        28,491       10,959       9,933        28,491
      2            11,025          11,958      10,939        28,491       11,958      10,939        28,491
      3            11,576          13,032      12,024        28,491       13,032      12,024        28,491
      4            12,155          14,190      13,347        28,491       14,187      13,344        28,491
      5            12,763          15,454      14,631        28,491       15,431      14,608        28,491
 
      6            13,401          16,833      16,235        28,491       16,774      16,176        28,491
      7            14,071          18,339      17,771        28,491       18,227      17,660        28,491
      8            14,775          19,982      19,652        28,491       19,804      19,475        28,491
      9            15,513          21,775      21,490        28,491       21,525      21,241        28,491
     10            16,289          23,732      23,702        28,491       23,417      23,387        28,491
 
     11            17,103          26,092      26,062        28,491       25,726      25,696        28,491
     12            17,959          28,737      28,707        30,748       28,328      28,298        30,310
     13            18,856          31,641      31,611        33,855       31,190      31,160        33,373
     14            19,799          34,839      34,809        36,929       34,343      34,313        36,403
     15            20,789          38,344      38,314        40,644       37,796      37,766        40,064
 
     16            21,829          42,208      42,178        44,318       41,605      41,575        43,685
     17            22,920          46,437      46,407        48,758       45,773      45,743        48,061
     18            24,066          51,058      51,058        53,610       50,328      50,328        52,844
     19            25,270          56,172      56,172        58,980       55,329      55,329        58,095
     20            26,533          61,798      61,798        64,887       60,777      60,777        63,815
 
     25            33,864          99,595      99,595       104,575       95,804      95,804       100,594
     35            55,160         258,688     258,688       261,274      238,971     238,971       241,361
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
78
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,368       9,355       28,491        10,368       9,355       28,491
      2            11,025          10,699       9,705       28,491        10,699       9,705       28,491
      3            11,576          11,017      10,044       28,491        11,017      10,044       28,491
      4            12,155          11,345      10,545       28,491        11,319      10,519       28,491
      5            12,763          11,684      10,908       28,491        11,599      10,824       28,491
 
      6            13,401          12,034      11,483       28,491        11,851      11,302       28,491
      7            14,071          12,395      11,872       28,491        12,066      11,545       28,491
      8            14,775          12,768      12,474       28,491        12,233      11,942       28,491
      9            15,513          13,153      12,890       28,491        12,339      12,078       28,491
     10            16,289          13,551      13,521       28,491        12,365      12,335       28,491
 
     11            17,103          14,074      14,044       28,491        12,397      12,367       28,491
     12            17,959          14,618      14,588       28,491        12,319      12,289       28,491
     13            18,856          15,185      15,155       28,491        12,106      12,076       28,491
     14            19,799          15,774      15,744       28,491        11,728      11,698       28,491
     15            20,789          16,388      16,358       28,491        11,145      11,115       28,491
 
     16            21,829          17,027      16,997       28,491        10,299      10,269       28,491
     17            22,920          17,693      17,663       28,491         9,109       9,079       28,491
     18            24,066          18,385      18,355       28,491         7,460       7,430       28,491
     19            25,270          19,106      19,076       28,491         5,195       5,165       28,491
     20            26,533          19,856      19,826       28,491         2,092       2,062       28,491
 
     25            33,864          24,093      24,063       28,491            --          --           --
     35            55,160          35,596      35,566       35,952            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                             79
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
 
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 1
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,778       8,795       28,491         9,778       8,795       28,491
      2            11,025           9,510       8,576       28,491         9,510       8,576       28,491
      3            11,576           9,231       8,347       28,491         9,220       8,337       28,491
      4            12,155           8,960       8,258       28,491         8,904       8,206       28,491
      5            12,763           8,696       8,036       28,491         8,554       7,904       28,491
 
      6            13,401           8,439       7,987       28,491         8,163       7,724       28,491
      7            14,071           8,189       7,770       28,491         7,717       7,321       28,491
      8            14,775           7,945       7,717       28,491         7,203       6,993       28,491
      9            15,513           7,708       7,505       28,491         6,601       6,422       28,491
     10            16,289           7,477       7,447       28,491         5,887       5,857       28,491
 
     11            17,103           7,310       7,280       28,491         5,078       5,048       28,491
     12            17,959           7,147       7,117       28,491         4,094       4,064       28,491
     13            18,856           6,986       6,956       28,491         2,896       2,866       28,491
     14            19,799           6,828       6,798       28,491         1,438       1,408       28,491
     15            20,789           6,673       6,643       28,491            --          --           --
 
     16            21,829           6,521       6,491       28,491            --          --           --
     17            22,920           6,372       6,342       28,491            --          --           --
     18            24,066           6,226       6,196       28,491            --          --           --
     19            25,270           6,082       6,052       28,491            --          --           --
     20            26,533           5,941       5,911       28,491            --          --           --
 
     25            33,864           5,273       5,243       28,491            --          --           --
     35            55,160           4,110       4,080       28,491            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
80
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,589       9,809        28,491       10,589       9,809        28,491
      2            11,025          11,627      10,847        28,491       11,627      10,847        28,491
      3            11,576          12,750      11,970        28,491       12,750      11,970        28,491
      4            12,155          13,973      13,343        28,491       13,968      13,338        28,491
      5            12,763          15,317      14,687        28,491       15,289      14,659        28,491
 
      6            13,401          16,793      16,363        28,491       16,726      16,296        28,491
      7            14,071          18,414      17,984        28,491       18,294      17,864        28,491
      8            14,775          20,195      19,965        28,491       20,010      19,780        28,491
      9            15,513          22,151      21,921        28,491       21,899      21,669        28,491
     10            16,289          24,301      24,271        28,491       23,995      23,965        28,491
 
     11            17,103          26,735      26,705        28,873       26,385      26,355        28,495
     12            17,959          29,450      29,420        31,511       29,063      29,033        31,097
     13            18,856          32,427      32,397        34,696       32,000      31,970        34,239
     14            19,799          35,706      35,676        37,848       35,236      35,206        37,349
     15            20,789          39,298      39,268        41,655       38,780      38,750        41,106
 
     16            21,829          43,259      43,229        45,421       42,688      42,658        44,822
     17            22,920          47,594      47,564        49,973       46,966      46,936        49,314
     18            24,066          52,331      52,331        54,947       51,640      51,640        54,222
     19            25,270          57,573      57,573        60,451       56,772      56,772        59,610
     20            26,533          63,339      63,339        66,505       62,362      62,362        65,480
 
     25            33,864         102,079     102,079       107,183       98,303      98,303       103,217
     35            55,160         265,140     265,140       267,790      245,203     245,203       247,655
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
                                                                            81
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
 
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500          10,018       9,238       28,491        10,018       9,238       28,491
      2            11,025          10,402       9,622       28,491        10,402       9,622       28,491
      3            11,576          10,780      10,000       28,491        10,779       9,999       28,491
      4            12,155          11,173      10,543       28,491        11,143      10,513       28,491
      5            12,763          11,581      10,951       28,491        11,490      10,860       28,491
 
      6            13,401          12,006      11,576       28,491        11,814      11,384       28,491
      7            14,071          12,447      12,017       28,491        12,108      11,678       28,491
      8            14,775          12,905      12,675       28,491        12,359      12,129       28,491
      9            15,513          13,382      13,152       28,491        12,555      12,325       28,491
     10            16,289          13,877      13,847       28,491        12,680      12,650       28,491
 
     11            17,103          14,413      14,383       28,491        12,737      12,707       28,491
     12            17,959          14,972      14,942       28,491        12,688      12,658       28,491
     13            18,856          15,553      15,523       28,491        12,509      12,479       28,491
     14            19,799          16,158      16,128       28,491        12,173      12,143       28,491
     15            20,789          16,787      16,757       28,491        11,641      11,611       28,491
 
     16            21,829          17,442      17,412       28,491        10,856      10,826       28,491
     17            22,920          18,125      18,095       28,491         9,743       9,713       28,491
     18            24,066          18,835      18,805       28,491         8,193       8,163       28,491
     19            25,270          19,574      19,544       28,491         6,054       6,024       28,491
     20            26,533          20,343      20,313       28,491         3,115       3,085       28,491
 
     25            33,864          24,688      24,658       28,491            --          --           --
     35            55,160          36,485      36,455       36,849            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
82
- --------------------------------------------------------------------------------
 
                MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                             POLICY OWNER OPTION: 2
                            $10,000 INITIAL PREMIUM
              ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
                          INITIAL FACE AMOUNT: $28,491
 
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                     GUARANTEED CHARGES**
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY     AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT     SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            10,500           9,448       8,709       28,491         9,448       8,709       28,491
      2            11,025           9,246       8,522       28,491         9,246       8,522       28,491
      3            11,576           9,033       8,326       28,491         9,020       8,313       28,491
      4            12,155           8,825       8,265       28,491         8,764       8,208       28,491
      5            12,763           8,620       8,073       28,491         8,472       7,934       28,491
 
      6            13,401           8,420       8,053       28,491         8,135       7,780       28,491
      7            14,071           8,223       7,864       28,491         7,742       7,402       28,491
      8            14,775           8,031       7,840       28,491         7,276       7,101       28,491
      9            15,513           7,842       7,655       28,491         6,719       6,555       28,491
     10            16,289           7,657       7,627       28,491         6,047       6,017       28,491
 
     11            17,103           7,487       7,457       28,491         5,241       5,211       28,491
     12            17,959           7,320       7,290       28,491         4,261       4,231       28,491
     13            18,856           7,157       7,127       28,491         3,068       3,038       28,491
     14            19,799           6,996       6,966       28,491         1,617       1,587       28,491
     15            20,789           6,838       6,808       28,491            --          --           --
 
     16            21,829           6,683       6,653       28,491            --          --           --
     17            22,920           6,531       6,501       28,491            --          --           --
     18            24,066           6,381       6,351       28,491            --          --           --
     19            25,270           6,235       6,205       28,491            --          --           --
     20            26,533           6,091       6,061       28,491            --          --           --
 
     25            33,864           5,410       5,380       28,491            --          --           --
     35            55,160           4,224       4,194       28,491            --          --           --
</TABLE>
 
<TABLE>
 <C>  <S>
   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>

                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                       PART II

<PAGE>

                         CONTENTS OF REGISTRATION STATEMENT
                                          
                                          
This Registration Statement comprises the following papers and documents:

      The facing sheet.

      The prospectus consisting of 82 pages.

      The undertaking to file reports.

      The Rule 484 undertaking.

      The signatures.

(1)   The following exhibits included herewith correspond to those required by
      paragraph A of  the instructions for exhibits to Form N-8B-2.

      (A1)  Resolution of Board of Directors of Alpine Life Insurance Company 
            ("Alpine") authorizing the establishment of the Separate Account.

      (A2)  Not applicable.

      (A3a) Principal Underwriting Agreement. (1)

      (A3b) Forms of Selling Agreements. (1)

      (A3c) Not applicable.

      (A4)  Not applicable.

      (A5)  Form of Modified Single Premium Variable Life Insurance Policy.

      (A6a) Charter of Alpine.

      (A6b) Bylaws of Alpine.

       (A7) Not applicable.

      (A8)  Not applicable.

      (A9)  Not applicable.

      (A10) Form of Application for Modified Single Premium Variable
            Life Insurance Policies.
_____________
      (1) To be filed by amendment.

<PAGE>

      (A11)  Memorandum describing transfer and redemption procedures. (1)

(2)   Opinion and consent of Lynda Godkin, Senior Vice President, General 
      Counsel and Corporate Secretary. (1)

(3)   No financial statement will be omitted from the Prospectus pursuant to
      Instruction 1 (b) or (c) of Part I.

(4)   Not Applicable.

(5)   Opinion and Consent of Michael Winterfield, FSA, MAAA.

(6)   Consent of Arthur Andersen LLP, Independent Public Accountants. (1)

(7)   Power of Attorney. 

(8)   Not applicable.

<PAGE>

                      REPRESENTATION OF REASONABLENESS OF FEES
                      ----------------------------------------

Alpine Life Insurance Company ("Alpine") hereby represents that the aggregate
fees and charges under the Policy are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by Alpine.

                             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.

            UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)
            ------------------------------------------------------------

1. Separate Account Two meets the definition of "Separate Account" under Rule
   6e-3(T).

2. Alpine undertakes to keep and make available to the Commission upon request
   any documents used to support any representation as to the reasonableness
   of fees.

                           UNDERTAKING ON INDEMNIFICATION
                           ------------------------------

Under Section 33-772 of the Connecticut General Statutes, unless limited by its
certificate of incorporation, the Registrant must indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he is or was a director of the corporation
against reasonable expenses incurred by him in connection with the proceeding.

The Registrant may indemnify an individual made a party to a proceeding because
he is or was a director against liability incurred in the proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal
proceeding, had no reason to believe his conduct was unlawful. Conn. Gen. Stat.
33-771(a). Additionally, pursuant to Conn. Gen. Stat. 33-776, the Registrant may
indemnify officers and employees or agents for liability incurred and for any
expenses to which they become subject by reason of being or having been an
employee or officer of the Registrant.  Connecticut law does not prescribe
standards for the indemnification of officers, employees and agents and
expressly states that their indemnification may be broader than the right of
indemnification granted to directors. 

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.

<PAGE>

Notwithstanding the fact that Connecticut law obligates the Registrant to
indemnify only a director that was successful on the merits in a suit, the
Registrant's bylaws, provide under Article X: 

   "To the fullest extent permitted by applicable law now or hereafter in
   effect, any person who was or is a party or is threatened to be made a
   party to any threatened, pending or completed action, suit or
   proceeding, whether civil, criminal, administrative or investigative,
   by reason of the fact that such person is or was at any time since the
   inception of the Corporation a Director or Officer of the Corporation,
   or such person is or was a Director or officer of the Corporation
   serving another corporation, partnership, joint venture, trust or
   other enterprise in any capacity at the request of the Corporation
   shall be indemnified by the Corporation against judgements, fines,
   amounts paid in settlement and reasonable expenses (including
   attorney's fees) actually an necessarily incurred in connection with
   or as a result of such action, suit or proceeding.  Indemnification
   under this Section shall continue as to a person who has ceased to be
   a Director or officer of the Corporation and shall inure to the
   benefit or the heirs, executors and administrators of such a person."

Additionally, the directors and officers of Alpine and Hartford Securities
Distribution Company, Inc. ("HSD") are covered under a directors and officers
liability insurance policy issued to The Hartford Financial Services Group, Inc.
and its subsidiaries.  Such policy will reimburse the Registrant for any
payments that it shall make to directors and officers pursuant to law and will,
subject to certain exclusions contained in the policy, further pay any other
costs, charges and expenses and settlements and judgments arising from any
proceeding involving any director or officer of the Registrant in his past or
present capacity as such, and for which he may be liable, except as to any
liabilities arising from acts that are deemed to be uninsurable.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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.

INFORMATION REGARDING CERTAIN SALES LOADS, ADMINISTRATIVE,
MANAGEMENT AND OTHER FEES

Not applicable.

<PAGE>

                               OFFICERS AND DIRECTORS

The principal underwriter for Alpine Life Insurance Company Separate Account Two
is Hartford Securities Distribution Company, Inc.  The following is a list of
Officers and Directors:

     Name and Principal        Positions and Offices
     Business Address          With Underwriter  
     ------------------        ---------------------

     Lowndes A. Smith          President and Chief Executive Officer, Director
     John P. Ginnetti          Executive Vice President, Director
     Thomas M. Marra           Executive Vice President, Director
     Peter W. Cummins          Senior Vice President
     Lynda Godkin              Senior Vice President, General Counsel and 
                                      Corporate Secretary
     Donald E. Waggaman, Jr.   Treasurer
     George R. Jay             Controller

Unless otherwise indicated, the principal business address of each the
above individuals is P.O. Box 2999, Hartford, Connecticut 06104-2999.

<PAGE>

                                     SIGNATURES
                                     ----------

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and attested, all in the Town of Simsbury, and State of
Connecticut, on the 9th day of October, 1998.


ALPINE LIFE INSURANCE COMPANY-
SEPARATE ACCOUNT TWO
      (Registrant)
              
*By: /S/ Craig R. Raymond                      *By: /s/ Marianne O'Doherty
     ---------------------------------------        --------------------------
     Craig R. Raymond                               Marianne O'Doherty
     Senior Vice President and Chief Actuary        Attorney-in-Fact

                             
ALPINE LIFE INSURANCE COMPANY
      (Depositor)

*By: /s/ Craig R. Raymond
     ---------------------------------------
     Craig R. Raymond
     Senior Vice President and Chief Actuary

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in the
capacity and on the date indicated.

Gregory A. Boyko, Senior Vice President, & Director*
Lynda Godkin, Senior Vice President, 
  General Counsel & Corporate Secretary, Director*
Thomas M. Marra, Director*                         *By: /s/ Marianne O'Doherty
Lowndes A. Smith, President, Director                   ----------------------
David Znamierowski, Director*                           Marianne O'Doherty
                                                        Attorney-In-Fact  
                                                        Dated: October 9, 1998

<PAGE>

                                   EXHIBIT INDEX

(1)(A1)   Resolution of Board of Directors of Alpine Life Insurance Company 
          ("Alpine") authorizing the establishment of the Separate Account.
              
(1)(A5)   Form of Modified Single Premium Variable Life Insurance Policy.

(1)(A6a)  Charter of Alpine.

(1)(A6b)  Bylaws of Alpine.

(1)(A10)  Form of Application for Modified Single Premium Variable Life
          Insurance Policies.

(5)       Opinion and Consent of Michael Winterfield, FSA, MAAA.

(7)       Power of Attorney.


<PAGE>

                         ALPINE LIFE INSURANCE COMPANY

                           CONSENT OF DIRECTORS


The undersigned, being all of the directors of Alpine Life Insurance Company
(the "Company"), hereby consent to and ratify the following action, such action
to have the same force and effect as if taken at a meeting of the Board of
Directors duly called and held for such purpose.


ESTABLISHMENT OF SEPARATE ACCOUNT TWO - VARIABLE LIFE
- -----------------------------------------------------

WHEREAS, Section 38a-433 of Connecticut General Statutes permits a domestic life
insurance company to establish one or more separate accounts; and

WHEREAS, the Company desires to establish a separate account pursuant to the
aforementioned Section 38a-433 in connection with the offer and sale of certain
flexible premium variable life insurance contracts (the "Contracts").

NOW, THEREFORE, BE IT

RESOLVED, that the Company hereby establishes a separate account, to be
initially designated "Separate Account Two - Variable Life" (hereinafter, the
"Separate Account"), to which the Company will allocate such amounts as may be
required in connection with the Contracts in accordance with Section 38a-433 and
such other law and regulations as may be applicable; and be it further

RESOLVED, that consistent with the provisions of Section 38a-433, the income,
gains and losses, realized or unrealized, from assets allocated to the Separate
Account shall be credited to or charged against the Separate Account, without
regard to income, gains or losses of the Company; and be it further

RESOLVED, that each Contract issued by the Company shall provide, in effect,
that the portion of the assets of the Separate Account equal to the reserves and
other Contract liabilities with respect to such account shall not be chargeable
with liabilities arising out of any other business the Company may conduct; and
be it further

RESOLVED, that the appropriate officers of the Company, and each of them, with
full power to act without the others, be and hereby are severally authorized and
directed to take all actions that, in their sole discretion, may be necessary or
desirable from time to time (i) to establish and designate one or more
investment divisions of the Separate Account, (ii) to redesignate or eliminate
any such investment division, (iii) to change or modify the designation of the
Separate Account to any other desirable and appropriate designation, (iv) to
establish, amend, modify or change in accordance with applicable law and
regulation the terms and conditions pursuant to which interests in the Separate
Account will be sold to contract owners, (v) to establish, amend, modify or
change such procedures, standards and other arrangements as may be necessary or
appropriate for the operation of the Separate Account, and (vi) with advice of
counsel, to comply with the requirements of such laws and regulations as may be
applicable to the establishment and operation of the Separate Account; and be it
further

<PAGE>

RESOLVED, that the appropriate officers of the Company, and each of them, with
full power to act without the others, be and hereby are severally authorized and
directed to execute and deliver such papers, documents and instruments and to
take such further action as they may deem necessary or desirable to carry out
the purposes and intent of the foregoing resolutions.



_______________________________              _____________________________
Gregory A. Boyko                             Lowndes A. Smith


_______________________________              _____________________________
Lynda Godkin                                 David M. Znamierowski    


_______________________________
Thomas M. Marra



Dated as of:  September 1, 1998



<PAGE>

                           ALPINE LIFE INSURANCE COMPANY
                         Hartford, Connecticut  06104-2999
              (a stock insurance company, herein called the "Company")
                                          
Will pay the Death Proceeds to the Beneficiary upon receipt of due proof of the
Insured's death while this policy was in force.

Signed for the Company

    /s/LYNDA GODKIN                      /s/LOWNDES A. SMITH
       -----------------------              ----------------------------
       Lynda Godkin, SECRETARY              Lowndes a. Smith, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.

                              RIGHT TO EXAMINE POLICY
We want You to be satisfied with the policy You have purchased.  We urge You to
examine it closely.  If, for any reason, You are not satisfied, You may deliver
or mail the policy to Us or to the agent from whom it was purchased anytime
during Your free look period.  Your free look period begins on the day You
receive Your policy and ends on the latest of: (a) ten days after You receive
it, (b) 45 days after You sign the application, and (c) ten days after We mail
You the Notice of Withdrawal Right.  In such event, the policy will be rescinded
and We will pay an amount equal to the greater of the premiums paid for the
policy, less any indebtedness, or the sum of (i) the Account Value, less any
indebtedness, on the date the returned policy is received by Us or the agent
from whom it was purchased and, (ii) any deductions under the policy or by the
Funds for taxes, charges, or fees.

                   CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
                          DEATH PROCEEDS PAYABLE AT DEATH
                                 NON-PARTICIPATING

THE DEATH PROCEEDS AND CASH VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  THEY ARE VARIABLE AND NOT
GUARANTEED AS TO A FIXED DOLLAR AMOUNT.  SEE PAGE 6 FOR A DESCRIPTION OF THE
DEATH BENEFIT.


                          MODIFIED SINGLE PREMIUM VARIABLE
                               LIFE INSURANCE POLICY









VL-ALPINE SAMPLE                                              PRINTED IN U.S.A.


<PAGE>

                                 TABLE OF CONTENTS


                                                                         PAGE

    Policy Specifications                                                  3

    Definitions                                                            5

    Death Benefit                                                          6

    Premiums                                                               7

    Valuation Provisions                                                   8

    Account Value, Cash Value, and Cash Surrender Value                    9

    Monthly Deduction Amount                                              10

    Annual Maintenance Fee                                                11

    Transfers                                                             11

    Termination and Maturity Date                                         12

    Reinstatement                                                         13

    Full Surrender                                                        13

    Partial Surrenders, Annual Withdrawal Amount, and Surrender Charges   13

    Policy Loans                                                          14

    Payments by Us                                                        15

    Taxation                                                              15

    The Contract                                                          16

    Ownership and Beneficiary                                             17

    Exchange Option                                                       18

    Income Settlement Options                                             18


VL-ALPINE SAMPLE                    Page 2                    PRINTED IN U.S.A.

<PAGE>

                               POLICY SPECIFICATIONS


DATE OF ISSUE:  [JULY 25, 1997]  INSURED:                             [JOHN DOE]

POLICY DATE:    [MAY 15, 1997]   ISSUE AGE/SEX:                        [35 MALE]

SCHEDULED
MATURITY DATE:  [MAY 15, 2062]   INSURANCE CLASS:                    [PREFERRED]

POLICY NUMBER:  [SPVL12345]      INITIAL FACE AMOUNT:                 [$100,000]

OWNER:          [JOHN DOE]       INITIAL PREMIUM:                      [$14,500]

BENEFICIARY:    [MARY DOE]       INITIAL GUIDELINE PREMIUM PERCENTAGE:    [100%]


SEPARATE ACCOUNT:  ALPINE LIFE INSURANCE COMPANY
                   SEPARATE ACCOUNT TWO

SUBACCOUNT  FUND

[ADVISERS FUND                   HARTFORD ADVISERS FUND, INC.
BOND FUND                        HARTFORD BOND FUND, INC.
CAPITAL APPRECIATION FUND        HARTFORD CAPITAL APPRECIATION FUND, INC.
DIVIDEND AND GROWTH FUND         HARTFORD DIVIDEND AND GROWTH FUND, INC.
INDEX FUND                       HARTFORD INDEX FUND, INC.
INTERNATIONAL ADVISERS FUND      HARTFORD INTERNATIONAL ADVISERS FUND, INC.
INTERNATIONAL OPPORTUNITIES FUND HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
MIDCAP FUND                      HARTFORD MIDCAP FUND, INC.
MONEY MARKET FUND                HVA MONEY MARKET FUND, INC.
MORTGAGE SECURITIES FUND         HARTFORD MORTGAGE SECURITIES FUND, INC.
SMALL COMPANY FUND               HARTFORD SMALL COMPANY FUND, INC.
STOCK FUND                       HARTFORD STOCK FUND, INC.]

OR OTHER FUNDS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.


INITIAL ALLOCATION OF NET PREMIUMS:  MONEY MARKET SUBACCOUNT   100%


VL-ALPINE SAMPLE                    Page 3                    PRINTED IN U.S.A.

<PAGE>

                               POLICY SPECIFICATIONS


                     TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
               AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000

<TABLE>
<CAPTION>
                MINIMUM          MAXIMUM                    MINIMUM          MAXIMUM                    MINIMUM         MAXIMUM
                 DEATH           COST OF                     DEATH           COST OF                     DEATH          COST OF
     ATT        BENEFIT         INSURANCE        ATT        BENEFIT         INSURANCE        ATT        BENEFIT        INSURANCE
     AGE        PERCENT           RATE           AGE        PERCENT           RATE           AGE        PERCENT          RATE
     <S>        <C>               <C>            <C>        <C>               <C>            <C>        <C>              <C>
     35         250.00            0.1442         57         142.00            0.9133         79         106.00           6.0592
     36         250.00            0.1817         58         138.00            0.9625         80         105.00           6.6650
     37         250.00            0.1983         59         134.00            1.0150         81         105.00           7.3525
     38         250.00            0.2175         60         130.00            1.0775         82         105.00           8.1342
     39         250.00            0.2383         61         128.00            1.1558         83         105.00           9.0367
     40         250.00            0.2633         62         126.00            1.2567         84         105.00           10.0150
     41         243.00            0.2900         63         124.00            1.3792         85         105.00           11.0542
     42         236.00            0.3167         64         122.00            1.5158         86         105.00           12.1458
     43         229.00            0.3433         65         120.00            1.6600         87         105.00           13.2792
     44         222.00            0.3700         66         119.00            1.8067         88         105.00           14.4600
     45         215.00            0.3983         67         118.00            1.9483         89         105.00           15.6875
     46         209.00            0.4275         68         117.00            2.0917         90         105.00           17.0483
     47         203.00            0.4575         69         116.00            2.2475         91         104.00           18.5133
     48         197.00            0.4900         70         115.00            2.4317         92         103.00           20.1383
     49         191.00            0.5258         71         113.00            2.6650         93         103.00           22.0467
     50         185.00            0.5642         72         111.00            2.9508         94         103.00           24.6025
     51         178.00            0.6050         73         109.00            3.2908         95         102.00           28.4183
     52         171.00            0.6517         74         109.00            3.6783         96         102.00           34.4900
     53         164.00            0.7033         75         108.00            4.1017         97         101.00           44.7700
     54         157.00            0.7558         76         107.00            4.5517         98         101.00           61.9967
     55         150.00            0.8100         77         107.00            5.0217         99         101.00           83.3333
     56         146.00            0.8633         78         106.00            5.5183
</TABLE>

THE MINIMUM BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702 OF
THE INTERNAL REVENUE CODE.

THE MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED 100% OF THE COST OF INSURANCE
RATES BASED ON THE 1980 COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER
MORTALITY TABLE, AGE LAST BIRTHDAY.

POLICY LOAN INTEREST RATE: 6.00%

VL-ALPINE SAMPLE                    Page 4                    PRINTED IN U.S.A.

<PAGE>

                               POLICY SPECIFICATIONS

                                   POLICY CHARGES


                          DEDUCTIONS FROM PREMIUM PAYMENTS
                          --------------------------------

TYPE OF CHARGE                        PERCENT OF PREMIUMS PAID

FEDERAL TAX                           0.00%
PREMIUM TAX                           0.00%


                           DEDUCTIONS FROM ACCOUNT VALUE
                           -----------------------------

TYPE OF CHARGE                           POLICY YEARS       CHARGE (IN DOLLARS)
                                                            OR PERCENT OF VALUE

ANNUAL MAINTENANCE FEE                    ALL                $30    (1)

FEDERAL TAX ANNUAL RATE                   1-10                0.15% (2)

PREMIUM TAX ANNUAL RATE                   1-10                0.25% (2)

ADMINISTRATION ANNUAL RATE                ALL                [0.25%](2)

MORTALITY AND EXPENSE                     1-10                0.90% (2)

RISK ANNUAL RATE                          11+                 0.50% (2)

(1) THE ANNUAL CONTRACT MAINTENANCE FEE IS A SINGLE CHARGE ON A CONTRACT.  IT
    IS DEDUCTED PROPORTIONALLY FROM THE INVESTMENT OPTIONS IN USE AT THE TIME
    OF THE CHARGE.  IT IS APPLIED ONLY IN CASES WHERE THE ACCOUNT VALUE FOR THE
    ENTIRE CONTRACT IS LESS THAN $50,000.

(2) CHARGES DEDUCTED MONTHLY BASED ON ACCOUNT VALUE.


                       UNAMORTIZED TAX CHARGE UPON SURRENDER
                     AS A PERCENTAGE OF THE AMOUNT SURRENDERED
                     -----------------------------------------

POLICY YEAR                 RATE                 POLICY YEAR               RATE
     1                      2.25%                     6                    1.00%
     2                      2.00%                     7                    0.75%
     3                      1.75%                     8                    0.50%
     4                      1.50%                     9                    0.25%
     5                      1.25%                     10+                  0.00%


VL-ALPINE SAMPLE                    Page 4A                   PRINTED IN U.S.A.

<PAGE>

                               POLICY SPECIFICATIONS

                                   POLICY CHARGES
             (ALTERNATE SPEC PAGE - SEE PAGE 11 - TAX EXPENSE CHARGES)

                          DEDUCTIONS FROM PREMIUM PAYMENTS
                          --------------------------------

TYPE OF CHARGE                       PERCENT OF PREMIUMS PAID
FEDERAL TAX                          1.5%
PREMIUM TAX                          2.5%


                           DEDUCTIONS FROM ACCOUNT VALUE
                           -----------------------------

TYPE OF CHARGE                           POLICY YEARS       CHARGE (IN DOLLARS)
                                                            OR PERCENT OF VALUE

ANNUAL MAINTENANCE FEE                   ALL                $30    (1)

FEDERAL TAX ANNUAL RATE                  1-10               0.00%  (2)

PREMIUM TAX ANNUAL RATE                  1-10               0.00%  (2)

ADMINISTRATION ANNUAL RATE               ALL               [0.25%] (2)

MORTALITY AND EXPENSE                    1-10               0.65%  (2)

RISK ANNUAL RATE                         11+                0.50%  (2)

(1) THE ANNUAL CONTRACT MAINTENANCE FEE IS A SINGLE CHARGE ON A CONTRACT.  IT
    IS DEDUCTED PROPORTIONALLY FROM THE INVESTMENT OPTIONS IN USE AT THE TIME
    OF THE CHARGE.  IT IS APPLIED ONLY IN CASES WHERE THE ACCOUNT VALUE FOR THE
    ENTIRE CONTRACT IS LESS THAN $50,000.

(2) CHARGES DEDUCTED MONTHLY BASED ON ACCOUNT VALUE.


                       UNAMORTIZED TAX CHARGE UPON SURRENDER
                     AS A PERCENTAGE OF THE AMOUNT SURRENDERED
                     -----------------------------------------

POLICY YEAR                 RATE                 POLICY YEAR               RATE
     1                      0.00%                     6                    0.00%
     2                      0.00%                     7                    0.00%
     3                      0.00%                     8                    0.00%
     4                      0.00%                     9                    0.00%
     5                      0.00%                     10+                  0.00%

VL-ALPINE SAMPLE                    Page 4A                   PRINTED IN U.S.A.

<PAGE>

                               POLICY SPECIFICATIONS

                                 SURRENDER CHARGES
                                 -----------------

POLICY YEAR                 RATE                 POLICY YEAR               RATE
     1                      7.5%                      6                    4.0%
     2                      7.5%                      7                    4.0%
     3                      7.5%                      8                    2.0%
     4                      6.0%                      9                    2.0%
     5                      6.0%                      10+                  0.0%

SURRENDER CHARGE RATE APPLIED AS A PERCENTAGE OF THE LESSER PREMIUM PAYMENTS OR
THE AMOUNT SURRENDERED.


ANNUAL WITHDRAWAL AMOUNT:       THE GREATER OF:
                                (A)  10% OF PREMIUM PAYMENTS PER CONTRACT YEAR 
                                     ON A NON-CUMULATIVE BASIS; OR
                                (B)  THE EXCESS OF THE ACCOUNT VALUE OVER 
                                     PREMIUM PAID.


VL-ALPINE SAMPLE                    Page 4B                   PRINTED IN U.S.A.

<PAGE>

                                    DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this policy.

ACCOUNT:  any of the Sub-Accounts.

ACCOUNT VALUE:  the value of the Sub-Accounts and the Loan Account.

ACCUMULATION UNIT:  an accounting unit used to calculate the value of a 
Sub-Account.

ANNUITY UNIT:  An accounting unit of measure used to calculate the amount of
annuity payments under the variable annuity option.

ATTAINED AGE:  the Issue Age plus the number of fully completed Policy Years.

CASH SURRENDER VALUE:  the Cash Value less all Indebtedness.

CASH VALUE:  the Account Value less any applicable Surrender Charges and tax
charges due upon surrender.

COMPANY, WE, US, OUR:  the Company referred to on the first page of this policy.

DATE OF ISSUE:  the date shown on Page 3 from which Suicide and Incontestability
provisions are measured.

DEATH PROCEEDS:  the amount which We will pay upon the death of the Insured.

FACE AMOUNT:  on the Policy Date, the Face Amount equals the Initial Face
Amount.  Thereafter it may change in accordance with the terms of the Partial
Withdrawal provision.

FUNDS:  the registered open end management investment companies in which the
assets of the Separate Account may be invested.

INDEBTEDNESS:  All monies owed to the Company from the Owner.  This includes all
outstanding loans on this policy, including any interest due or accrued, and due
and unpaid monthly deduction amount and annual maintenance fee, arising during a
Grace Period.

INITIAL FACE AMOUNT:  the amount shown on Page 3.

INSURED:  the person whose life is insured under this policy as shown on Page 3.

IN WRITING:  in a written form satisfactory to Us.

ISSUE AGE:  as of the Policy Date, the Insured's age on his/her last birthday.

LOAN ACCOUNT:  an Account established for any amounts transferred from the 
Sub-Accounts as a result of loans.  The Account is credited with interest and 
is not based on the experience of any Separate Account.

VL-ALPINE SAMPLE                    Page 5                    PRINTED IN U.S.A.

<PAGE>

                              DEFINITIONS (CONTINUED)

MONTHLY ACTIVITY DATE:  the Policy Date and the same date in each succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a date other than a Valuation Day, the Monthly Activity Date will be deemed the
next Valuation Day.

NET PREMIUM:  the premium payments less the applicable charges shown on Page 4A.

OWNER:  the Owner of the policy as shown on Page 3.

POLICY ANNIVERSARY:  an anniversary of the Policy Date.  Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE:  the date shown on Page 3 from which Policy Anniversaries and
Policy Years are determined.

POLICY LOAN RATE:  the interest rate charged on policy loans.

PREMIUM TAX:  the average amount of tax charged by a state or municipal entity
on premium payments.

PRO-RATA BASIS:  an allocation method based on the proportion of the Account
Value in each Sub-Account.

SCHEDULED MATURITY DATE:  the date, shown on Page 3, on which the policy will
mature.

SEPARATE ACCOUNT:  an Account established by Us to separate the assets funding
the variable benefits for the class of contracts to which this policy belongs
from the other assets of the Company.  The assets in the Separate Account are
not chargeable with liabilities arising out of any other business that We may
conduct.  The Separate Account and the Funds which are the underlying securities
of the Separate Account are listed on Page 3.

SUB-ACCOUNTS:  the subdivisions of the Separate Account.  These are shown on
Page 3.

VALUATION DAY:  the date on which a Sub-Account is valued.  This occurs every
day We are open and the New York Stock Exchange is open for trading.

VALUATION PERIOD:  the period of time between the close of business on
successive Valuation Days.

YOU, YOUR:  the Owner of the policy.

                                   DEATH BENEFIT

GENERAL
On any day the Death Benefit is the greater of:

(a)  the Face Amount on date of Insured's death; and
(b)  the Minimum Death Benefit described on the following page.


VL-ALPINE SAMPLE                    Page 6                    PRINTED IN U.S.A.

<PAGE>

                             DEATH BENEFIT (CONTINUED)

MINIMUM DEATH BENEFIT
To ensure that the policy continues to qualify as life insurance under the
Internal Revenue Code, We will automatically increase the Death Benefit so that
it will never be less than the appropriate Attained Age percentage of the
Account Value.  The Minimum Death Benefit is the Account Value on the date of
death multiplied by the applicable percent shown in the table of Minimum Death
Benefit Percentages on Page 4.

DEATH PROCEEDS
The Death Proceeds are the amount which We will pay on the death of the 
Insured. This equals the Death Benefit less any Indebtedness.

                                      PREMIUMS

GENERAL
All premiums are payable either:

(a)  to Us at the address shown on the premium notice; or
(b)  to Our authorized agent in exchange for a receipt signed by Our President
or Secretary and countersigned by such agent.

Checks should be made payable to the Company.

INITIAL PREMIUM PAYMENTS
You will have the option of setting Your Initial Premium Guideline Percentage at
80%, 90%, or 100% of the Guideline Premium Limitation established by Federal tax
law.  The Initial Premium is due on the Policy Date.  No insurance is effective
until the Initial Premium is paid.  The Initial Premium and the Initial Premium
Guideline Percentage You chose are shown on Page 3.

SUBSEQUENT PREMIUM PAYMENTS
Subject to a $50 minimum, We will accept additional premiums at any time.  The
actual amount and frequency of any payments made will affect the Cash Value and
the amount and duration of insurance provided by this policy.  Any Subsequent
Premium Payment that results in an increase in the Death Benefit will be
accepted only after We approve evidence of insurability.

VL-ALPINE SAMPLE                    Page 7                    PRINTED IN U.S.A.

<PAGE>

                                PREMIUMS (CONTINUED)

PREMIUM ALLOCATION
The Initial Net Premium will be allocated to the Money Market Sub-Account on the
date We receive the premium, or the Policy Date if it occurs after the date We
receive the premium.

The Accumulated Value in this Money Market Sub-Account will then be allocated to
the Sub-Accounts, in whole percentages according to the premium allocation
specified in the application, on the latest of:

(a)  45 days after the application is signed;
(b)  10 days after We receive the premium;
(c)  10 days after We mail You the Notice of Withdrawal Right; or
(d)  the date We receive the final requirement to put the policy in force.

Any additional Premiums, less any applicable charges, received by Us prior to
such date will be allocated to the Money Market Sub-Account.

Upon written request, You may change the premium allocation.  Subsequent Net
Premiums will be allocated to the Sub-Accounts according to Your most recent
instructions.

GRACE PERIOD
This policy will terminate 61 days after a Monthly Activity Date on which the
Cash Surrender Value is less than zero.  The 61-day period is the Grace Period. 
If sufficient premium is not paid by the end of the Grace Period, the policy
will terminate without value.  The Company will mail the Owner and any assignee
written notice of the amount of premium that will be required to continue this
policy in force at least 61 days before the end of the Grace Period.  The
premium required will be no greater than the amount required to pay three
Monthly Deduction Amounts as of the day the Grace Period began.  If that premium
is not paid by the end of the Grace Period, this policy will terminate.

PREMIUM LIMITATION
If premiums are received which would cause the policy to fail to meet the
definition of a life insurance contract in accordance with the Internal Revenue
Code, We will refund the excess premium payments.  We will refund such premium
payments and interest thereon within 60 days after the end of a Policy Year.

                                VALUATION PROVISIONS

SUB-ACCOUNT ACCUMULATION UNITS
Amounts allocated to Sub-Accounts are applied to provide Accumulation Units in
each Sub-Account.  The number of Accumulation Units credited to each Sub-Account
is determined by dividing the amount allocated to a Sub-Account by the dollar
value of one Accumulation Unit for such Sub-Account.  The number of Your
Accumulation Units will not be affected by any subsequent change in the value of
the units.  The Accumulation Unit Values in each Sub-Account may increase or
decrease daily as described on the following page.

VL-ALPINE SAMPLE                    Page 8                    PRINTED IN U.S.A.

<PAGE>

                          VALUATION PROVISIONS (CONTINUED)

SUB-ACCOUNT ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account will vary to reflect the 
investment experience of the applicable Fund and will be determined on each 
Valuation Day by multiplying the Accumulation Unit Value of the particular 
Sub-Account on the preceding Valuation Day by a Net Investment Factor for 
that Sub-Account for the Valuation Period then ended.  The Net Investment 
Factor for each of the Sub-Accounts is equal to the net asset value per share 
of the corresponding Fund at the end of the Valuation Period (plus the per 
share amount of any dividend or capital gain distributions paid by that Fund 
in the Valuation Period then ended) divided by the net asset value per share 
of the corresponding Fund at the beginning of the Valuation Period.

EMERGENCY PROCEDURE
If a national stock exchange is closed (except for holidays or weekends) or
trading is restricted due to an existing emergency as defined by the Securities
and Exchange Commission so that We cannot value the Sub-Accounts, We may
postpone all procedures which require valuation of the Sub-Accounts until
valuation is possible.  Any provision of this policy which specifies a Valuation
Day will be superseded by the emergency procedure.

                           ACCOUNT VALUE, CASH VALUE, AND
                                CASH SURRENDER VALUE

GENERAL
Your Account Value on the Policy Date equals the Initial Net Premium less the
Monthly Deduction Amount for the first policy month as described on Page 4A.
On each subsequent Monthly Activity Date, Your Account Value equals:

(a)  the sum of Your Accumulated Values in the Sub-Accounts; plus
(b)  the value of Your Loan Account, if any; minus,
(c)  the appropriate Monthly Deduction Amount; minus
(d)  the Annual Maintenance Fee, if any.

On each Valuation Day (other than a Monthly Activity Date), Your Account Value
equals:

(a)  the sum of Your Accumulated Values in the Sub-Accounts; plus
(b)  the value of Your Loan Account, if any.

ACCUMULATED VALUE - SUB-ACCOUNTS
Your Accumulated Value in any Sub-Account equals:

(a)  the number of Your Accumulation Units in that Sub-Account on the Valuation
     Day; multiplied by
(b)  that Sub-Account's Accumulation Unit Value on the Valuation Day.

VL-ALPINE SAMPLE                    Page 9                    PRINTED IN U.S.A.

<PAGE>

                           ACCOUNT VALUE, CASH VALUE, AND
                          CASH SURRENDER VALUE (CONTINUED)

CASH VALUE AND SURRENDER CHARGES
A Surrender Charge and a charge for unpaid tax charges, if applicable, will be
subtracted from the Account Value to determine the Cash Value.  These charges
and the Policy Years during which they will be applied are shown on Page 4A.

CASH SURRENDER VALUE
Your Cash Surrender Value is equal to Your Cash Value minus the Indebtedness, if
any.  Indebtedness includes all outstanding loans, including any interest due or
accrued, Monthly Deduction Amount, and Annual Maintenance Fee, arising during a
Grace Period.

                              MONTHLY DEDUCTION AMOUNT

GENERAL
The Monthly Deduction Amount equals:

(a)  the Cost of Insurance Charge; plus
(b)  the Administrative Charge; plus
(c)  the Mortality and Expense Risk Charge; plus
(d)  the tax charges, if applicable.

The Monthly Deduction Amount will be taken on a Pro-Rata Basis from the 
Sub-Accounts on each Monthly Activity Date.

COST OF INSURANCE CHARGE
The Maximum Cost of Insurance charge for any Monthly Activity Date is equal to:

(a)  the Maximum Cost of Insurance rate per $1,000 shown on Page 4; multiplied
     by
(b)  the coverage amount; divided by
(c)  $1,000.

On any Monthly Activity Date the coverage amount equals the Death Benefit less
the Account Value on that date prior to assessing the Monthly Deduction Amount.

We can use Cost of Insurance Charges that are lower than the Maximum Cost of
Insurance Rates shown on Page 4.  Charges will be determined based on Our
expectation as to future experience.  Any change We make will be on a uniform
basis for Insureds for the same Issue Age, sex, premium band, and insurance
class and whose coverage has been in force for the same length of time.  No
change in insurance class or cost will occur on account of deterioration of the
Insured's health.

ADMINISTRATIVE CHARGE
The Administrative Charge for any Monthly Activity Date is equal to:

(a)  the Administration Annual Rate divided by 12; multiplied by
(b)  the sum of Your Accumulated Values in the Sub-Accounts on the Monthly
     Activity Date, prior to assessing the Monthly Deduction Amount.

The Administration Annual Rate is that shown on Page 4A.

VL-ALPINE SAMPLE                    Page 10                   PRINTED IN U.S.A.

<PAGE>

                        MONTHLY DEDUCTION AMOUNT (CONTINUED)

MORTALITY AND EXPENSE RISK CHARGE
The Mortality and Expense Risk Charge for any Monthly Activity Date is equal to:

(a)  the Mortality and Expense Risk Annual Rate divided by 12; multiplied by 
(b)  the sum of Your Accumulated Values in the Sub-Accounts on the Monthly
     Activity Date, prior to assessing the Monthly Deduction Amount.

The Mortality and Expense Risk Annual Rate is that shown on Page 4A.

TAX EXPENSE CHARGES
At the time that You applied for this policy, You elected to pay the Federal and
Premium Tax Charges either as a one time payment or amortized over ten years.

If you elected to make a one time payment, the charges will be deducted from
Your premium payment(s) upon receipt by Us.  The charges, which are a percentage
of Your premium payment(s), appear on Page 4A under Deductions From Premium
Payments.

If You elected to pay amortized charges, those charges will be deducted from
Your Account Value.  The charges, which are a percentage of Your Account Value,
appear on Page 4A under Deductions From Account Value.  Deductions will be made
on each Monthly Activity Date occurring during the first ten years of the Policy
and are equal to:

(a)  the Federal and PremiumTax Rates divided by 12; multiplied by
(b)  the Account Value on the Monthly Activity Date, prior to assessing the
     Monthly Deduction Amount.

If you surrender this policy in full within nine years of the Policy Date, any
Premium Tax due and unpaid will be deducted from Your Cash Value at surrender.

                               ANNUAL MAINTENANCE FEE

An Annual Maintenance Fee shown on Page 4A will be taken on a Pro-Rata Basis
from the Sub-Accounts if applicable on each Policy Anniversary.

                                     TRANSFERS

AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as this policy is in effect, You may transfer amounts
among the Sub-Accounts.  However, We reserve the right to limit the number of
transfers to no more frequently than 12 per Policy Year with no two transfers
being made on consecutive valuations days.  Subject to the following paragraph,
any such limitations will apply to all Owners.

VL-ALPINE SAMPLE                    Page 11                   PRINTED IN U.S.A.

<PAGE>

                               TRANSFERS (CONTINUED)

The right to reallocate Account Values between the Accounts is subject to
modification if the Company determines, in its sole opinion, that the exercise
of that right by one or more Owners is, or would be, to the disadvantage of
other Owners.  Any modification could be applied to transfers to or from some or
all of the Sub-Accounts and could include, but not be limited to, the
requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one Owner, or limiting the dollar amount that may be transferred between
the Sub-Accounts by a Owner at any one time.  Such restrictions may be applied
in any manner reasonably designed to prevent any use of the transfer right which
is considered by the Company to be to the disadvantage of other Owners.

TRANSFERS TO OR FROM SUB-ACCOUNTS
In the event of a transfer from a Sub-Account, the number of Accumulation Units
credited to the Sub-Account from which the transfer is made will be reduced. 
The reduction will be determined by dividing:

1.   the amount transferred; by
2.   the Accumulation Unit Value for that Sub-Account as of the next Valuation
     Day after We receive Your request for transfer In Writing.

In the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to that Sub-Account.  The increase will equal:

1.   the amount transferred; divided by
2.   the Accumulation Unit Value for that Sub-Account as of the next Valuation
     Day after We receive Your request for transfer In Writing.

                           TERMINATION AND MATURITY DATE

TERMINATION
The policy will terminate upon the earliest of the following events:

(a)  Maturity Date of the policy; or
(b)  full surrender of the policy; or
(c)  the end of the Grace Period; or
(d)  the death of the Insured.

MATURITY DATE
No insurance coverage will be effective on or after the Maturity Date.  Any Cash
Surrender Value as of the Maturity Date will be paid to You.

VL-ALPINE SAMPLE                    Page 12                   PRINTED IN U.S.A.

<PAGE>

                                   REINSTATEMENT

Prior to the death of the Insured, and unless this policy has been surrendered
for cash, this policy may be reinstated prior to the Maturity Date provided:

(a)  You make Your request within five years;
(b)  satisfactory evidence of insurability is submitted;
(c)  any policy loan is repaid or reinstated; and
(d)  sufficient premium must be paid to:
     (i)  cover all Monthly Deduction Amounts and Annual Maintenance Fee that
          are due and unpaid during the Grace Period, and
     (ii) keep the policy in force for three months after the date of
          reinstatement.

The Face Amount of the reinstated policy cannot exceed the Face Amount at the
time of lapse.  The Account Value on the reinstatement date will equal:

(a)  the Cash Value at the time of termination; plus
(b)  Net Premiums attributable to premiums paid at the time of reinstatement;
     minus
(c)  the Monthly Deduction Amounts that were due and unpaid during the Grace
     Period; plus
(d)  the Surrender Charge at the time of reinstatement.

The Surrender Charges will be based on the number of policy years from the
original Policy Date.

Upon reinstatement, any Indebtedness at the time of termination must be repaid
or carried over to the reinstated policy.

                                   FULL SURRENDER

You may terminate this policy at any time before the Maturity Date by submitting
a request to Us In Writing.  We will pay You the Cash Surrender Value at the
time of surrender, which includes any applicable tax charges not previously
deducted, and Our liability under this policy will cease.

The amount You will receive will be the Account Value less:

(a)  any Indebtedness;
(b)  any applicable due and unpaid tax charges as specified on Page 4A; and
(c)  any applicable Surrender Charge as specified on Page 4A.

                   PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT,
                               AND SURRENDER CHARGES

PARTIAL SURRENDERS
You may request, In Writing, a partial surrender of Cash Surrender Values at any
time before the Maturity Date provided the Cash Surrender Value remaining after
the surrender is at least equal to Our minimum premium amount rules then in
effect.  If the remaining Cash Surrender Value following such surrender is less
than Our minimum premium amount rules, We will terminate the policy and pay the
Cash Surrender Value.  Unless specified otherwise, the partial surrender amount
will be deducted on a Pro-Rata Basis from the Sub-Accounts.  The Face Amount of
the policy will be reduced proportional to the reduction in Account Value due to
the partial surrender.  For Federal Tax purposes, any surrenders will be deemed
to be first from earnings, to the extent that they exist, and then from the
premium payments.

VL-ALPINE SAMPLE                    Page 13                   PRINTED IN U.S.A.

<PAGE>

                   PARTIAL SURRENDERS, ANNUAL WITHDRAWAL AMOUNT,
                         AND SURRENDER CHARGES (CONTINUED)

ANNUAL WITHDRAWAL AMOUNT
Surrender Charges applicable to this policy are described on Page 4A.  However,
on a noncumulative basis, You may make partial surrenders during any Policy Year
up to the Annual Withdrawal Amount shown on Page 4B.  Surrender Charges will not
be assessed against such amounts.  Surrender of the Account Values in excess of
the above and additional surrenders made in any Policy Year will be subject to
the Surrender Charge, as described on Page 4A, if applicable.

SURRENDER CHARGES
Subject to the Annual Withdrawal Amount, surrenders of Account Values
attributable to premium payments may be subject to a Surrender Charge
("charge"), and the due and unpaid tax charges.

For Surrender Charge purposes, during the first ten policy years, all surrenders
will be first from premium payments and then from earnings.  If an amount equal
to all premium payments has been surrendered, a charge will not be assessed
against the surrender of the remaining Account Value.

After the ninth Policy Year, all surrenders will be free of Surrender Charges
and due and unpaid tax charges.  Only the Annual Maintenance Fee will be
charged.

No Surrender Charges will be assessed in the event the policy terminates due to
the death of the Insured, or upon the exercise of the Annual Withdrawal Amount.

                                    POLICY LOANS

GENERAL
At any time while this policy is in force, You may borrow against this policy by
assigning it to Us as sole security.

LOAN AMOUNTS
Any new loan taken may not exceed 90% of the Cash Value less 100% of existing
loans, if any, on the date We grant a loan.  Loan amounts will be subject to a
minimum of $25.00.  Before advancing the loan amount, We may withhold an amount
sufficient to pay interest on total loans to the end of the Policy Year and any
Monthly Deduction Amounts due on or before the next Policy Anniversary.  All
loan amounts will be transferred from the Sub-Accounts to the Loan Account. 
Unless You specify otherwise, the amounts will be  transferred on a Pro-Rata
Basis.

If total loans equals or exceeds the Cash Value, this policy will terminate 61
days after We have mailed notice to Your last known address and that of any
assignee of record.  If sufficient loan repayment is not made by the end of this
Grace Period, the policy will end without value.

CREDITED INTEREST
Except for Preferred Loans described below, the Loan Account will be credited
with interest at a rate equal to the Policy Loan Rate applicable to that
Indebtedness, minus 2%.

VL-ALPINE SAMPLE                    Page 14                   PRINTED IN U.S.A.

<PAGE>

                              POLICY LOANS (CONTINUED)

PREFERRED LOAN
If the Cash Value exceeds the total of all premiums paid since issue, a
Preferred Loan is available.  The amount available for a Preferred Loan is the
amount by which the Cash Value exceeds total premiums paid.  The amount of the
Loan Account which equals a Preferred Loan will be credited with interest at a
rate equal to the Policy Loan Rate.  The amount of loans that qualifies as a
Preferred Loan is determined on each Monthly Activity Date.

LOAN REPAYMENTS
All or part of a loan may be repaid at any time that:

(a)  the policy is in force; and
(b)  the Insured is alive.

However, each payment must be at least $50 or 100% of the outstanding loan
balance.

The amount of a loan repayment will be deducted from the Loan Account and will
be allocated among the Sub-Accounts in the same percentage as premiums are
allocated.

LOAN INTEREST
Loan interest will accrue daily by a rate not to exceed the Policy Loan Interest
Rate shown on Page 4.  The difference between the value of the Loan Account and
the Indebtedness will be transferred on a Pro-Rata Basis from the Sub-Accounts
to the Loan Account on each Monthly Activity Date.

                                   PAYMENTS BY US

GENERAL
We will pay Death Proceeds, Cash Surrender Values, partial surrenders, and loan
amounts attributable to the Sub-Accounts within seven days after We receive all
the information needed to process the payment unless:

(a)  the New York Stock Exchange is closed on other than customary weekend and
     holiday closings or trading on the New York Stock Exchange is restricted as
     determined by the Securities and Exchange Commission (SEC); or
(b)  an emergency exists, as determined by the SEC, as a result of which
     disposal of securities is not reasonably practicable to determine the value
     of the Sub-Accounts; or
(c)  the SEC, by order, permits postponement for the protection of policy
     Owners.

                                      TAXATION

We do not expect to incur any federal, state, or local income tax on the
earnings or realized capital gains attributable to the Separate Account.  Based
upon these expectations, no charge is currently being made to the Separate
Account for federal, state, or local income taxes.  If We incur income taxes
attributable to the Separate Account or determine that such taxes will be
incurred, We may assess a charge for taxes against the policy in the future.

VL-ALPINE SAMPLE                    Page 15                   PRINTED IN U.S.A.

<PAGE>

                                    THE CONTRACT

ENTIRE CONTRACT
The entire contract consists of this policy and the application, a copy of which
is attached.  The contract is made in consideration of the application and the
payment of the Initial Premium.  We will not use any statement to cancel this
policy or to defend a claim under it, unless that statement is contained in an
attached written application.  All statements in the application will, in the
absence of fraud, be deemed representations and not warranties.

MODIFICATION
The only way this contract may be modified is by a written agreement signed by
Our President, or one of Our Vice Presidents, Secretaries, or Assistant
Secretaries.

NON-PARTICIPATION
This policy is non-participating.  It does not share in Our surplus earnings, so
You will receive no dividends under it.

MISSTATEMENT OF AGE AND/OR SEX
On the date of death of the Insured, the Death Benefit will be reduced or
increased by the difference between the Death Benefit at the misstated age
and/or sex of the Insured and the Death Benefit that would have been provided by
the last Cost of Insurance Charge at the correct age and/or sex of the Insured,
if:

(a)  the age of the Insured is misstated; or
(b)  the sex of an Insured is misstated.

SUICIDE
If, within two years from the Date of Issue, the Insured dies by suicide, while
sane or insane, Our liability will be limited to the premiums paid less
Indebtedness and less any partial surrenders.

If, within two years from the effective date of any increase the Face Amount for
which evidence of insurability was obtained, the Insured dies by suicide, while
sane or insane, Our liability with respect to the increase in the Face Amount
will be limited to the additional premium paid which increased the Face Amount.

INCONTESTABILITY
We cannot contest this policy after it has been in force, during the Insured's
lifetime, for two years from its Date of Issue.

Any increase in the Face Amount for which evidence of insurability was obtained,
will be incontestable only after the increase has been in force, during the
Insured's lifetime, for two years from the effective date of the increase.

SEPARATE ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of Our
Separate Accounts.  The assets of a Fund will be available to cover the
liabilities of Our general Account only to the extent that those assets exceed
the liabilities of that Separate Account arising under the variable life
insurance contracts supported by that Separate Account.  The assets of a Fund
will be valued at least as often as any contract benefits vary, but at least
monthly.  Our determination of the value of an Accumulation Unit by the method
described in this policy will be conclusive.  The investment policy of the
Separate Account will not be changed without the approval of the Insurance
Commissioner of the state where this policy is issued for delivery.

VL-ALPINE SAMPLE                    Page 16                   PRINTED IN U.S.A.

<PAGE>

                              THE CONTRACT (CONTINUED)

REPORTS TO THE OWNER
We will send You a report at least once each Policy Year showing:

(a)  the current Account Value, Cash Value, and Face Amount;
(b)  the premiums paid, Monthly Deduction Amounts, and loans since the last
     report;
(c)  the amount of any Indebtedness;
(d)  notifications required by the provisions of this policy; and
(e)  any other information required by the Insurance Department of the state
     where this policy was delivered.

We will send You any shareholder reports of the Funds and any other notices,
reports, or documents required by law.

                             OWNERSHIP AND BENEFICIARY

CHANGE OF OWNER OR BENEFICIARY
The Owner and Beneficiary will be those named in the application until You
change them.  To change the Owner or Beneficiary, notify Us In Writing while the
Insured is alive.  After We receive written notice, the change will be effective
as of the date You signed such notice, whether or not the Insured is living when
We receive it.  However, the change will be subject to any payment We made or
actions We may have taken before We received the request.

ASSIGNMENT
You may assign this policy.  Until You notify Us In Writing, no assignment will
be effective against Us.  We are not responsible for the validity of any
assignment.

VOTING RIGHTS
The Company shall notify the Owner of any Fund shareholders meeting at which the
shares held for the Owner's Account may be voted and shall also send proxy
materials and a form of instruction by means of which the Owner can instruct the
Company with respect to the voting of the shares held for the Owner's Account. 
In connection with the voting of Fund shares held by it, the Company shall
arrange for the handling and tallying of proxies received from Owners.  The
Company will vote the Fund shares held by it in accordance with the instructions
received from the Owners having the right to give voting instructions.  If an
Owner desires to attend any meeting which shares held for the Owner's benefit
may be voted, the Owner may request the Company to furnish a proxy or otherwise
arrange for the exercise of voting rights with respect to the Fund shares held
for such Owner's Account.

In the event that the Owner gives no instructions or leaves the manner of voting
discretionary, the Company will vote such shares of the appropriate Fund in the
same proportion as shares of that Fund for which instructions have been
received.  Also, the Company will vote the Fund shares in this proportionate
manner which are held by the Company for its own Account.

SUBSTITUTION
The Company reserves the right to substitute the shares of another registered
investment company for the shares of any Fund already purchased or to be
purchased in the future by the Separate Account provided that the substitution
has been approved by the Securities and Exchange Commission.

VL-ALPINE SAMPLE                    Page 17                   PRINTED IN U.S.A.

<PAGE>

                       OWNERSHIP AND BENEFICIARY (CONTINUED)

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT
At the Company's election and subject to any necessary vote by persons having
the right to give instructions with respect to the voting of the Fund shares
held by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required.  Deregistration of the Variable Account requires an order by the
Securities and Exchange Commission.

OWNER'S RIGHTS
While the Insured is alive and no Beneficiary is irrevocably named, You may:

(a)  exercise all the rights and options that this policy provides or that We
     permit;
(b)  assign this policy; and
(c)  agree with Us to any change to this policy.

NO NAMED BENEFICIARY
If no named Beneficiary survives the Insured, then, unless this policy provides
otherwise:

(a)  You will be the Beneficiary; or
(b)  if You are the Insured, Your estate will be the Beneficiary.

                                  EXCHANGE OPTION

If this policy is in effect, You may exchange it any time during the 24 months
following its Date of Issue for a permanent life insurance contract offered by
Us on the life of the Insured without evidence of insurability.

The new policy will be issued by Us:

1.   with an amount at risk which equals or is less than the amount at risk in
     effect on the Exchange Date;
2.   with premiums based on the same risk classification as this policy.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under this policy
and the new policy.

                             INCOME SETTLEMENT OPTIONS

GENERAL
The Cash Surrender Value or the Death Proceeds may be paid in a lump sum or may
be applied to one of the following payment options.  The minimum amount that may
be placed under a payment option is $5,000, unless We consent to a lesser
amount.  Under Options 2, 3, and 4, no surrender or partial withdrawals are
permitted after payments commence.  Full surrenders or partial withdrawals may
be made from Options 1 or 6.  Only a full surrender is allowed from Option 5.

VL-ALPINE SAMPLE                    Page 18                   PRINTED IN U.S.A.

<PAGE>

                       INCOME SETTLEMENT OPTIONS (CONTINUED)

We will pay interest of at least 3 1/2% per year on the Death Proceeds from the
date of the Insured's death to the date payment is made or an Income Settlement
Option is elected.  At such time the proceeds are not subject to the investment
experience of a Separate Account.

If any payee is a corporation, partnership, association, assignee, or fiduciary,
an option may be chosen only with Our consent.

The following options are available:

OPTION 1:  INTEREST INCOME
This option offers payments of interest, at the rates We declare, on the amount
applied under this option.  The interest rate will never be less than 3 1/2% per
year.

OPTION 2:  LIFE ANNUITY
A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee.  This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee of a minimum number of payments nor a provision for a Death
Benefit payable to a Beneficiary.

It would be possible under this option for a payee to receive only one annuity
payment if he died prior to the due date of the second annuity payment, two if
he or she died before the date of the third annuity payment, etc.

OPTION 3:  LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN
This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180,
or 240 months, as elected.  If, at the death of the payee, payments have been
made for less than the minimum elected number of months, then the present value
as of the date of the payee's death, of any remaining guaranteed payments will
be paid in one sum to the Beneficiaries designated unless other provisions have
been made and approved by Us.

OPTION 4:  JOINT AND LAST SURVIVOR ANNUITY
An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor. 
Based on the options currently offered by Us, the payee may elect that the
payment to the survivor be less than the payment made during the joint lifetime
of the payee and a designated second person.

It would be possible under this option for a payee and designated second person
to receive only one payment in the event of the common or simultaneous death of
the parties prior to the due date for the second payment and so on.

OPTION 5:  PAYMENTS FOR A DESIGNATED PERIOD
An amount payable monthly for the number of years selected which may be from 5
to 30 years.  Under this option, You may, at any time, request a full surrender
and receive, within seven days, the Cash Surrender Value.

VL-ALPINE SAMPLE                    Page 19                   PRINTED IN U.S.A.

<PAGE>

                       INCOME SETTLEMENT OPTIONS (CONTINUED)

In the event of the payee's death prior to the end of the designated period, the
present value as of the date of the payee's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by Us.

Option 5 is an option that does not involve life contingencies.

OPTION 6:  DEATH PROCEEDS REMAINING WITH THE COMPANY
Proceeds from the Death Benefit may be left with the Company.  These proceeds
will remain in the Sub-Accounts to which they were allocated at the time of
death unless the Beneficiary elects to reallocate them.  Full or partial
withdrawals may be made at any time.

ALLOCATION OF ANNUITY
If an annuity option is effected, unless otherwise specified, the Cash Surrender
Value or Death Proceeds held in the Sub-Accounts will be applied to provide a
variable annuity based on the Pro-Rata amount in the various Sub-Accounts. 
Fixed annuity options are also available.

VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY
VARIABLE ANNUITY - A variable annuity is an annuity with payments increasing 
or decreasing in amount in accordance with the net investment results of the 
Sub-Accounts.  After the first monthly payment for a variable annuity has 
been determined by using the appropriate Variable Payment Annuity Tables, a 
number of Sub-Account Annuity Units is determined by dividing that first 
monthly payment by the appropriate Sub-Account Annuity Unit value on the 
effective date of the annuity payments.  The Annuity Unit value for each 
Sub-Account will depend on the investment experience of the applicable Funds.

Once variable annuity payments have begun, the number of Annuity Units remains
fixed with respect to a particular Sub-Account.  If the Owner elects that
continuing annuity payments be based on a different Sub-Account, the number will
change effective with that election but will remain fixed in number following
such election.

The dollar amount of the second and subsequent variable annuity payments is not
predetermined and may increase or decrease from month to month.  The actual
amount of each variable annuity payment after the first is determined by
multiplying the number of Sub-Account Annuity Units by the Sub-Account Annuity
Unit value.  The Sub-Account Annuity Unit value will be determined no earlier
than the fifth Valuation Day preceding the date the annuity payment is due.

FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with payments which
remain fixed as to dollar amount throughout the payment period.  Fixed annuity
payments are determined by multiplying the amount applied to the annuity by a
rate to be determined by Us which is not less than the rate specified in the
Fixed Payment Annuity Tables.  The annuity payment will remain level for the
duration of the annuity.

DESCRIPTION OF TABLES
The attached tables show the minimum dollar amount of the first monthly payments
for each $1,000 applied under the options.  Under Option 2 and 3, the amount of
each payment will depend upon the age and sex of the payee at the time the first
payment is due.  Under Option 4, the amount of each payment will depend upon the
sex of both payees and their ages at the time the first payment is due.

VL-ALPINE SAMPLE                    Page 20                   PRINTED IN U.S.A.

<PAGE>

                       INCOME SETTLEMENT OPTIONS (CONTINUED)

The variable payment annuity tables for Options 2, 3, and 4 are based on the
1983a Individual Annuity Mortality Table projected to the year 2000 using
Projection Scale G and an interest rate of 5% per year.  The table for Option 5
is based on an interest rate of 5% per year.

The fixed annuity payment tables for Options 2, 3, and 4 are based on the 1983a
Individual Annuity Mortality Table projected to the year 2000 using Projection
Scale G and an interest rate of 3% per year.  The table for Option 5 is based on
an interest rate of 3% per year.

The annuity tables for the Second through Fourth Options are age dependent.  If
the first annuity payment is made before the year 2000, the amount of that
payment will be based on the Annuitant's then attained age (i.e., age as of last
birthday).  For annuity payments beginning in the year 2000 or later, the amount
of the first payment will be based on an age a specified number of years younger
than the Annuitant's then attained age.  The age setback is as follows:

                   DATE OF FIRST PAYMENT         AGE SETBACK
                        2000 - 2009                1 year
                        2010 - 2019                3 years
                        2010 - 2029                4 years
                        2030 - 2039                5 years
                        2040 or later              6 years


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<PAGE>

                          VARIABLE PAYMENT ANNUITY TABLES
                          AMOUNT OF FIRST MONTHLY PAYMENT
                             FOR EACH $1,000 APPLIED TO
                             VARIABLE PAYMENT ANNUITIES
Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
                     MALE PAYEE                     FEMALE PAYEE
            MONTHLY PAYMENTS GUARANTEED     MONTHLY PAYMENTS GUARANTEED
    AGE    NONE     120      180    240    NONE     120     180     240
    <S>    <C>     <C>      <C>    <C>     <C>     <C>     <C>     <C>
    35     $4.68   $4.67    $4.66  $4.64   $4.52   $4.52   $4.51   $4.50
    40      4.86    4.85     4.82   4.79    4.65    4.65    4.64    4.62
    45      5.10    5.07     5.03   4.97    4.83    4.82    4.80    4.77
    50      5.41    5.35     5.28   5.20    5.06    5.04    5.01    4.97
    51      5.48    5.41     5.34   5.24    5.12    5.09    5.06    5.01
    52      5.55    5.48     5.40   5.30    5.17    5.14    5.11    5.05
    53      5.63    5.55     5.46   5.35    5.23    5.20    5.16    5.10
    54      5.71    5.63     5.53   5.40    5.30    5.26    5.22    5.15
    55      5.80    5.70     5.60   5.45    5.37    5.33    5.28    5.20
    56      5.89    5.79     5.67   5.51    5.44    5.40    5.34    5.26
    57      5.99    5.88     5.74   5.57    5.52    5.47    5.40    5.31
    58      6.10    5.97     5.82   5.62    5.60    5.54    5.47    5.37
    59      6.21    6.07     5.90   5.68    5.69    5.62    5.54    5.43
    60      6.33    6.17     5.98   5.74    5.79    5.71    5.62    5.49
    61      6.46    6.28     6.07   5.80    5.89    5.80    5.70    5.55
    62      6.60    6.40     6.16   5.86    6.00    5.90    5.78    5.61
    63      6.75    6.52     6.25   5.91    6.11    6.00    5.86    5.67
    64      6.91    6.64     6.34   5.97    6.23    6.11    5.95    5.74
    65      7.09    6.78     6.43   6.02    6.37    6.22    6.04    5.80
    66      7.27    6.91     6.52   6.08    6.51    6.34    6.14    5.87
    67      7.47    7.06     6.62   6.12    6.66    6.47    6.24    5.93
    68      7.68    7.21     6.71   6.17    6.82    6.60    6.34    5.99
    69      7.91    7.36     6.81   6.22    7.00    6.74    6.44    6.05
    70      8.15    7.52     6.90   6.26    7.19    6.89    6.54    6.11
    75      9.65    8.35     7.30   6.41    8.41    7.74    7.06    6.34
    80     11.78    9.16     7.59   6.48   10.24    8.70    7.46    6.46
    85     14.73    9.80     7.74   6.51   13.00    9.55    7.69    6.50
    90     18.62   10.21     7.80   6.51   17.00   10.10    7.79    6.51
</TABLE>

JOINT AND LAST SURVIVOR ANNUITY
<TABLE>
<CAPTION>
  AGE OF                                              AGE OF FEMALE PAYEE
   MALE
   PAYEE    35        40        45        50         55        60        65        70        75        80         85        90
  <S>     <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>
    35    $4.38     $4.42     $4.47     $4.52      $4.56     $4.59     $4.62     $4.64     $4.65     $4.66      $4.67     $4.68
    40     4.41      4.47      4.54      4.60       4.66      4.71      4.75      4.79      4.81      4.83       4.85      4.85
    45     4.43      4.51      4.60      4.68       4.77      4.85      4.91      4.97      5.01      5.05       5.07      5.08
    50     4.45      4.55      4.65      4.76       4.88      5.00      5.10      5.19      5.26      5.31       5.35      5.37
    55     4.47      4.57      4.70      4.84       4.99      5.15      5.30      5.44      5.56      5.65       5.71      5.75
    60     4.49      4.60      4.73      4.90       5.09      5.30      5.52      5.73      5.92      6.07       6.17      6.24
    65     4.50      4.61      4.76      4.95       5.17      5.43      5.73      6.04      6.34      6.59       6.79      6.91
    70     4.50      4.63      4.78      4.98       5.23      5.54      5.92      6.34      6.79      7.21       7.55      7.80
    75     4.51      4.64      4.80      5.01       5.28      5.63      6.07      6.60      7.22      7.87       8.46      8.91
    80     4.51      4.64      4.81      5.03       5.31      5.69      6.18      6.81      7.60      8.52       9.45      10.24
    85     4.52      4.65      4.82      5.04       5.34      5.73      6.25      6.96      7.89      9.07       10.40     11.67
    90     4.52      4.65      4.82      5.05       5.35      5.75      6.30      7.05      8.09      9.49       11.21     13.03
</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>
          AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF
  NO. OF   MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY
  YEARS    PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS
  <S>      <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>
    5      $18.74      10    $10.51      15    $7.82       20    $6.51       25    $5.76       30    $5.28
    6       15.99      11     9.77       16     7.49       21     6.33       26     5.65
    7       14.02      12     9.16       17     7.20       22     6.17       27     5.54
    8       12.56      13     8.64       18     6.94       23     6.02       28     5.45
    9       11.42      14     8.20       19     6.71       24     5.88       29     5.36
</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon 
request.

VL-ALPINE SAMPLE                    Page 22                   PRINTED IN U.S.A.

<PAGE>

                           FIXED PAYMENT ANNUITY TABLES
                            AMOUNT OF MONTHLY PAYMENTS
                            FOR EACH $1,000 APPLIED TO
                             FIXED PAYMENT ANNUITIES

Payments are fixed and are guaranteed as to fixed dollar amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
                     MALE PAYEE                     FEMALE PAYEE
            MONTHLY PAYMENTS GUARANTEED     MONTHLY PAYMENTS GUARANTEED
    AGE    NONE     120      180    240    NONE     120     180     240
    <S>    <C>     <C>      <C>    <C>     <C>     <C>     <C>     <C>
    35     $3.41   $3.40    $3.39   $3.38  $3.23   $3.23   $3.22   $3.22
    40      3.61    3.60     3.58    3.56   3.39    3.38    3.38    3.37
    45      3.87    3.85     3.82    3.77   3.59    3.58    3.57    3.55
    50      4.19    4.15     4.10    4.03   3.84    3.83    3.81    3.77
    51      4.27    4.22     4.17    4.08   3.90    3.89    3.86    3.82
    52      4.34    4.29     4.23    4.14   3.97    3.95    3.92    3.88
    53      4.43    4.37     4.30    4.20   4.03    4.01    3.98    3.93
    54      4.51    4.45     4.37    4.26   4.10    4.08    4.04    3.99
    55      4.60    4.54     4.45    4.32   4.18    4.15    4.11    4.04
    56      4.70    4.62     4.53    4.39   4.25    4.22    4.18    4.11
    57      4.80    4.72     4.61    4.45   4.34    4.30    4.25    4.17
    58      4.91    4.82     4.69    4.51   4.42    4.38    4.32    4.23
    59      5.03    4.92     4.78    4.58   4.52    4.47    4.40    4.30
    60      5.15    5.03     4.87    4.64   4.61    4.56    4.48    4.37
    61      5.28    5.14     4.96    4.71   4.72    4.66    4.57    4.44
    62      5.42    5.26     5.06    4.78   4.83    4.76    4.66    4.51
    63      5.57    5.39     5.16    4.84   4.95    4.86    4.75    4.58
    64      5.74    5.52     5.26    4.90   5.07    4.98    4.85    4.65
    65      5.91    5.66     5.36    4.96   5.21    5.10    4.95    4.72
    66      6.10    5.81     5.46    5.02   5.35    5.22    5.05    4.79
    67      6.29    5.96     5.56    5.08   5.51    5.36    5.16    4.86
    68      6.50    6.11     5.66    5.13   5.67    5.50    5.26    4.93
    69      6.73    6.28     5.76    5.18   5.85    5.65    5.37    5.00
    70      6.97    6.44     5.86    5.23   6.04    5.80    5.49    5.06
    75      8.45    7.32     6.31    5.40   7.26    6.69    6.04    5.32
    80     10.55    8.17     6.62    5.48   9.07    7.69    6.48    5.45
</TABLE>

JOINT AND LAST SURVIVOR ANNUITY
<TABLE>
<CAPTION>
  AGE OF                                              AGE OF FEMALE PAYEE
   MALE
   PAYEE    35        40        45        50         55        60        65        70        75        80
  <S>     <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>
   35     $3.07     $3.14     $3.20     $3.25      $3.30     $3.33     $3.35     $3.37     $3.39     $3.40
   40      3.11      3.20      3.28      3.36       3.42      3.48      3.52      3.55      3.57      3.59
   45      3.15      3.25      3.36      3.46       3.56      3.64      3.71      3.76      3.80      3.83
   50      3.17      3.29      3.42      3.56       3.69      3.82      3.92      4.01      4.08      4.12
   55      3.19      3.32      3.47      3.64       3.81      3.99      4.16      4.29      4.40      4.48
   60      3.20      3.34      3.51      3.70       3.92      4.15      4.39      4.61      4.79      4.93
   65      3.21      3.36      3.54      3.75       4.00      4.29      4.61      4.94      5.24      5.48
   70      3.22      3.37      3.56      3.78       4.06      4.40      4.80      5.25      5.70      6.12
   75      3.22      3.38      3.57      3.81       4.11      4.48      4.95      5.51      6.15      6.80
   80      3.23      3.38      3.58      3.82       4.14      4.54      5.05      5.71      6.52      7.45
</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>
          AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF
  NO. OF   MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY   NO. OF  MONTHLY
  YEARS    PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS  YEARS   PAYMENTS
  <S>      <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>
    5      $17.91      10    $9.61       15    $6.87       20    $5.51       25    $4.71       30    $4.18
    6       15.14      11     8.86       16     6.53       21     5.32       26     4.59
    7       13.16      12     8.24       17     6.23       22     5.15       27     4.47
    8       11.68      13     7.71       18     5.96       23     4.99       28     4.37
    9       10.53      14     7.26       19     5.73       24     4.84       29     4.27
</TABLE>


The monthly payment for any combination of ages not shown will be quoted upon
request.

VL-ALPINE SAMPLE                    Page 23                   PRINTED IN U.S.A.

<PAGE>

                           ALPINE LIFE INSURANCE COMPANY
                         HARTFORD, CONNECTICUT  06104-2999





                          MODIFIED SINGLE PREMIUM VARIABLE
                               LIFE INSURANCE POLICY








VL-ALPINE SAMPLE                                          PRINTED IN U.S.A.




<PAGE>
                                          
                           ALPINE LIFE INSURANCE COMPANY
                                          
                        CERTIFICATE AMENDING AND RESTATING 
                            CERTIFICATE OF INCORPORATION
              BY ACTION OF THE BOARD OF DIRECTORS AND SOLE SHAREHOLDER


The name of the corporation is Alpine Life Insurance Company.

1.   The Certificate of Incorporation is amended and restated by the following
     resolution of each of the Board of Directors and the Sole Shareholder of
     the corporation: 

     RESOLVED, that the Certificate of Incorporation is hereby amended and
     restated to read as follows:

          Section 1.  The name of the corporation is Alpine Life Insurance
          Company.

          Section 2.  The duration of the corporation shall be perpetual.

          Section 3.  The corporation shall have the purposes and powers to
          write any and all forms of insurance which any other corporation now
          or hereafter chartered in Connecticut and empowered to do an insurance
          business may now or hereafter may lawfully do; to accept and to cede
          reinsurance; to issue policies and contracts for any kind or
          combinations of kinds of insurance; to issue policies or contract
          either with or without participation in profits; to acquire and hold
          any or all of the shares or other securities of any insurance
          corporation or any other kind of corporation; and to engage in any
          lawful act or activity for which corporations may be formed under the
          Stock Corporation Act.  The corporation is authorized to exercise the
          powers herein granted in any state, territory or jurisdiction of the
          United States or in any foreign country.

          Section 4.  The capital stock of said corporation shall be two million
          five hundred thousand dollars ($2,500,000) divided into ten thousand
          (10,000) shares of common capital stock with a par value of two
          hundred fifty dollars ($250) each.  The corporation shall commence
          business with a capital and surplus of not less than four million
          dollars ($4,000,000). 

<PAGE>

          Section 5.  The street address of the corporation's principal and
          registered office in the State of Connecticut is 200 Hopmeadow Street,
          Simsbury, Connecticut 06089.  The corporation's registered agent is
          Lynda Godkin.  The registered agent's business address is 200
          Hopmeadow Street, Simsbury, Connecticut 06089 and her residence
          address is 11 Duncaster Wood Road, Granby, Connecticut  06035.

          Section 6.  No shareholder shall, because of his ownership of shares,
          have a preemptive or other right to purchase, subscribe for, or take
          any part of any shares or any part of the notes, debentures, bonds or
          other securities convertible into or carrying options or warrants to
          purchase shares of this corporation issued, optioned, or sold by it
          after its incorporation.
          
3.   The above resolution was consented to by the Board of Directors and the
     Sole Shareholder of the Corporation.  The number of shares of the
     Corporation's common capital stock entitled to vote thereon was 10,000 and
     the vote required for adoption was 6,666 shares.  The vote favoring
     adoption was 10,000 shares, which is the greatest vote required to pass the
     resolution.

Dated at Simsbury, Connecticut this 28th day of September, 1998

We hereby declare, under penalty of false statement, that the statements made in
the foregoing Certificate are true.

                    ALPINE LIFE INSURANCE COMPANY


                    By: /s/ Lynda Godkin                    
                        -------------------------------------
                        Lynda Godkin, Senior Vice President
                        and Corporate Secretary


<PAGE>
                                       BY-LAWS
                                          
                                         OF
                                          
                           ALPINE LIFE INSURANCE COMPANY
                                          
                                          
                                     ARTICLE 1
                                     ----------
                                          
                                    STOCKHOLDERS
                                    -------------



               SECTION 1.01.  ANNUAL MEETINGS.  The annual meeting of the 
stockholders of the Corporation for the election of Directors and the 
transaction of such other business as may properly come before such meeting 
shall be held at 3:00 P.M. Eastern Time, on the Wednesday after the fourth 
Tuesday in April (or, if such day is a legal holiday, then on the next 
succeeding business day) at such place (within or without the State of New 
Jersey) or such other date and hour, as may be fixed from time to time by the 
Board of Directors and set forth in the notice of such meeting.

               SECTION 1.02.  SPECIAL MEETINGS.  Special meetings of the 
stockholders may be called at any time by the Chairman of the Board, the 
President, a majority of the Board of Directors, or the stockholders of 
record of a majority of the outstanding voting stock of the Corporation.  A 
special meeting of the stockholders may be held at such place and time 
(within or without the State of New Jersey) as shall be specified in the 
notice of such meeting.  The business transacted at each such meeting shall 
be confined to the objects stated in the notice of meeting.

               SECTION 1.03.  NOTICE OF MEETINGS.  The Secretary shall cause 
written notice of the place, date and hour of each meeting of the 
stockholders, and, in the case of a special meeting, the purpose or purposes 
for which such meeting is called, to be given,

<PAGE>

except as may be otherwise required by law, not less than 10 or more than 60 
days before the date of such meeting, to each stockholder of record entitled 
to vote at such meeting.  The Board of Directors may fix, in advance, a 
record date which shall not be more than 60 nor less than 10 days before the 
date of such meeting.  Notice may be delivered personally or sent by first 
class mail addressed to the stockholder at such stockholder's address as it 
appears on the records of the Corporation and shall be deemed given upon 
mailing.  Notice of any adjourned meeting of the stockholders of the 
Corporation need not be given, except as otherwise required by law.

               SECTION 1.04.  WAIVER OF NOTICE.  Whenever notice is required 
to be given under any provision of law, the Certificate of Incorporation, 
By-Laws or by resolution of the Board of Directors, a written waiver thereof, 
signed by the person entitled to notice, whether before of after the time 
stated therein, shall be deemed equivalent to notice.  Attendance of a person 
at a meeting shall constitute a waiver of notice of such meeting, except when 
the person attends a meeting for the express purpose of objecting, at the 
beginning of the meeting, to the transaction of any business because the 
meeting is not lawfully called or convened, and makes such objection 
immediately upon the commencement thereof.

               SECTION 1.05.  QUORUM.  Except as otherwise required by law, 
the presence in person or by proxy of the holders of record of a majority of 
the stock entitled to vote at a meeting of stockholders shall constitute a 
quorum for the transaction of business at such meeting.  When a quorum is 
once present to organize a meeting, it is not broken by the subsequent 
withdrawal of any stockholder.

                                    2

<PAGE>

               SECTION 1.06.  VOTING.  Every holder of record of stock 
entitled to vote at a meeting of stockholders shall be entitled to one vote 
in person or by proxy for each share outstanding in such stockholder's name 
on the books of the Corporation.  Except as otherwise required by law, the 
Certificate of Incorporation or these By-Laws, the vote of a majority of the 
shares represented in person or by proxy at any meeting at which a quorum is 
present shall be sufficient for the transaction of any business at such 
meeting.  Except as otherwise required by law or by these By-Laws, all voting 
may be VIVA VOCE. 

               SECTION 1.07.  INSPECTORS AT STOCKHOLDERS' MEETINGS.  The 
Board of Directors, in advance of any stockholders' meeting, may appoint or 
provide for the appointment of one or more inspectors to act at the meeting 
or any adjournment thereof.  If inspectors are not so appointed the person 
presiding at the stockholders' meeting may appoint on or more inspectors.  
Each inspector, before entering upon the discharge of such person's duties, 
shall take and sign an oath faithfully to execute the duties of inspector at 
such meeting impartially and according to the best of such person's ability.  
The inspectors shall determine the number of shares of stock outstanding and 
the voting power of each, the number of shares of stock represented at the 
meeting, the existence of a quorum, the validity and effect of proxies, and 
shall receive votes, ballots or consents, hear and determine all challenges 
and questions arising in connection with the right to vote, count and 
tabulate all votes, ballots or consents, determine the result, and do such 
acts as are proper to conduct the election or vote with fairness to all 
stockholders.  On request of the person presiding at the meeting of any 
stockholder entitled to vote thereat, the inspectors shall make a report in 
writing on any challenge, question or matter determined by them

                                    3

<PAGE>

and execute a certificate of any fact found by them.  Any report or 
certificate made by them shall be prima facie evidence of the facts stated 
and of the vote as certified by them.     

               SECTION 1.08.  ORDER OF BUSINESS.  At any meeting of 
stockholders the following shall be the order of business, unless the 
presiding officer shall otherwise determine.
               
               1.   Filing of proxies.
               2.   Filing proof of proper notice of meeting.
               3.   Election of Directors.
               4.   Other business.
               5.   Reports of Officers.

               SECTION 1.09.       CONSENT OF STOCKHOLDERS IN LIEU OF 
MEETING.  To the fullest extent permitted by law, whenever any action is 
required or permitted to be taken at a meeting of stockholders by law, by the 
Certificate of Incorporation or by By-Laws, such action may be taken without 
a meeting, without prior notice and without a vote of stockholder, if a 
consent in writing, setting forth the action so taken, shall be signed by the 
holders of outstanding stock having not less than the minimum number of votes 
that would be necessary to authorize or take such action at a meeting at 
which all shares entitled to vote thereon were present and voted.  The Board 
of Directors may fix, in advance, a record date to express consent to any 
corporate action in writing, not more than 60 days prior to any other action. 
 If no such record date is fixed, the record date shall be the date on which 
the first written consent is received.  Prompt notice of the taking of the 
taking of the corporate action without a meeting by less than unanimous 
written consent shall be given to those stockholders who have not consented 
in writing.

                                         4
<PAGE>


                                          
                                     ARTICLE II
                                     ----------

                                 BOARD OF DIRECTORS
                                 ------------------

               Section 2.01.  GENERAL POWERS.  Except as may be otherwise 
provided by law, by the Certificate of Incorporation or by these By-Laws, the 
property, affairs and business of the Corporation shall be managed under the 
direction of the Board of Directors and the Board may exercise all powers of 
the Corporation.

               Section 2.02.  NUMBER.  The Board of Directors shall consist 
of such number of Directors as may be determined from time to time by 
resolution of the Stockholders, or except to the extent otherwise restricted 
by the Stockholders, by the Board, but such number shall not be less than the 
minimum number required by the New Jersey Business Corporation Act.

               Section 2.03.  ELECTION AND TERM OF DIRECTORS.  Except as 
otherwise provided in Section 2.11 of these By-Laws, the Directors shall be 
elected at each annual meeting of the stockholders to hold office until the 
next annual meeting of stockholders.  Each Director shall hold office until 
the expirations of the term for which such Director is elected and until a 
successor has been elected and has qualified, or until such Director's 
earlier death, resignation or removal.  If the annual meeting of stockholders 
is not held on the date designated therefor, the Directors shall cause the 
meeting to be held as soon thereafter as convenient.  At each meeting of the 
stockholders for the election of Directors, at which a quorum is present, the 
Directors shall be elected by a plurality of the votes cast by the holders of 
shares entitled to vote in such election.  Members of the initial Board of 
Directors shall hold office until the first annual meeting of stockholders

                                         5
<PAGE>

or until their successors have been elected and qualified.  The Board of 
Directors shall select one of its members to serve as Chairman of the Board.  
The Chairman shall preside at all meetings of the Board of Directors and all 
annual meetings of stockholders.

               Section 2.04.  ANNUAL AND REGULAR MEETINGS.  An annual 
organizational meeting of the Board of Directors shall be held immediately 
following adjournment of the annual meeting of stockholders at the place of 
such annual meeting.  Notice of such meeting of the Board need not be given.  
The Board from time to time may provide for the holding of other regular 
meetings and fix the place (which may be within or without the State of New 
Jersey) and time of such meetings.  Notice of regular meetings need not be 
give, except that if the Board shall fix or change the time or place of any 
regular meeting, notice of such action shall be promptly communicated 
personally or by telephone or sent by first class mail, telegraph, radio or 
cable, to each Director who shall have not been present at the meeting at 
which such action was taken, addressed to such Director at such Director's 
residence, usual place of business or other address designated with the 
Secretary for such purposes.

               Section 2.05.  SPECIAL MEETINGS; NOTICE.  Special meetings of 
the board of Directors shall be held whenever called by the Chairman of the 
Board or the president, or in the absence or disability of both, by any 
Vice-President, or by the Secretary at the request of any two Directors, at 
such place (within or without the State of New Jersey) as may be specified in 
the respective notices or waivers of notice of such meeting.   Except as 
otherwise provided by law, a notice of such special meeting, stating the time 
and place thereof, shall be mailed to each Director addressed to such 
Director's residence, usual place of business, or other address designated 
with the Secretary for such purpose, at least

                                         6
<PAGE>

two business days before the special meeting is to be held, or shall be sent 
to such Director at such place by telegraph, radio or cable, or delivered 
personally or by telephone not later than the day before the day on which 
such meeting is to be held.  Notice may be waived in accordance with Section 
1.04 of these By-Laws.

               Section 2.06.  QUORUM; VOTING.  Subject to the provisions of 
Section 2.12 hereof, at all meetings of the Board of Directors the presence 
of a majority of the total number of Directors shall constitute a quorum for 
the transaction of business, except that if at any time the Board of 
Directors shall consist of only one Director, then one Director shall 
constitute a quorum.  Except as otherwise required  by law, the vote of the 
greater of a majority of the Directors present at any meeting at which a 
quorum is present shall be the act of the Board of Directors.

               Section 2.07  ADJOURNMENT.  A majority of the Directors 
present, whether or not a quorum is present, may adjourn any regular or 
special meeting to another time and place.  Notice of the adjourned meeting 
conforming to the requirements of Section 2.05 hereof shall be given to each 
Director except that no notice of an adjournment or postponement of a meeting 
need be given if a majority of the Board of Directors is present or if the 
adjournment or postponement is to a later hour on the same date, at the same 
place.  

               Section 2.08.  ACTION WITHOUT MEETING.  Any action required or 
permitted to be taken at any meeting of the Board of Directors may be taken 
without a meeting if all members of the Board consent thereto in writing, and 
such writings are filed with the minutes of proceedings of the Board.

               Section 2.09.  MANNER OF ACTING.  To the extent consistent 
with law, the Certificate of Incorporation and the By-Laws, the Board of 
Directors may adopt such

                                         7
<PAGE>

rules and regulations for the conduct of meetings of the Board and for the 
management of the property, affairs and business of the Corporation as the 
Board may deem appropriate.  Members of the Board of Directors or of any 
Committee thereof may participate in a meeting of the Board or of such 
Committee, as the case may be, by means of conference telephone or similar 
communications equipment by means of which all persons participating in the 
meeting can hear each other, and such participation shall constitute presence 
in person at such meetings.

               Section 2.10.  RESIGNATIONS.  Any Director may resign at any 
time by delivering a written notice of resignation signed by such Director to 
the Chairman of the Board, the President, a Vice-President or the Secretary.  
Such resignation shall take effect upon the later of delivery or the date 
specified therein.

               Section 2.11.  REMOVAL OF DIRECTORS.  Any or all of the 
Directors may be removed at any time, either with or without cause, by vote 
of the stockholders. Except as otherwise precluded by law any director may be 
removed at any time, with or without cause, by resolution of a majority of 
the entire Board of Directors.  Any vacancy in the Board, caused by any 
removal of a Director by vote of the stockholders, may be filled by the 
stockholders entitled to vote for the election of the Director so removed.  
If such stockholders do not fill such vacancy at the meeting at which such 
removal was effected (or in the written instrument effecting such removal, is 
such removal was effected by consent without a meeting), such vacancy may be 
filled in the manner provided in Section 2.12 hereof.

               Section 2.12.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.  
Subject to the provisions of Section 2.11 hereof, any newly created 
directorship resulting from an

                                         8
<PAGE>

increase in the number of Directors and any vacancy occurring in the Board of 
Directors for any reason (including, without limitation, the removal of a 
Director) may be filled by vote of a majority of the Directors then in 
office, although less than a quorum exists, or by a sole remaining Director.  
A Director elected to fill a vacancy shall be elected to hold office for the 
unexpired term of a predecessor.  Any such newly created directorship and any 
such vacancy may also be filled at any time by vote of the stockholders.

               Section 2.13.  COMPENSATION.  The amount, if any, which each 
Director shall be entitled to receive as compensation for services as a 
Director may be fixed from time to time by the Board of Directors within 
limits established by the stockholders.  This section of the By-Laws may not 
be amended or repealed except by the stockholders. 

               Section 2.14.  RELIANCE ON ACCOUNTS AND REPORTS, ETC.  Any 
Director, or a member of any Committee designated by the Board of Directors, 
shall, in the performance of such duties, be fully protected in relying in 
good faith upon the books of account or reports made to the Corporation by 
any of its officers, or by an independent certified public accountant, or by 
an appraiser selected with reasonable care by the Board or by any such 
Committee, or in relying in good faith upon other records of the Corporation. 


                                         9
<PAGE>


                                          
                                    ARTICLE III
                                    -----------
                                          
                                     COMMITTEES
                                     ----------
                                          

               Section 3.01.  HOW CONSTITUTED.  The Board of Directors, by 
resolution adopted by a majority of the whole Board, may designate one of 
more Committees of the Board, each such Committee to consist of two or more 
Directors as from time to time may be fixed by resolution similarly adopted.  
The Board may designate one or more Directors as alternate members of any 
such Committee, who may replace any absent or disqualified member or members 
at any meeting of such Committee.  Any committee may be abolished or 
redesignated from time to time by resolution or resolutions similarly 
adopted.  Each member (which term, when used in this Article, shall include 
alternate members acting in the stead of absent or disqualified members) of 
any such Committee shall hold office until replaced by a successor or until 
such earlier time as such member shall cease to be a Director or resigns or 
is removed from such Committee.

               Section 3.02.  POWERS.  Each Committee shall have and may 
exercise the powers and authority of the Board of Directors in the management 
of the property, affairs and business of the Corporation, to the extent 
provided by the resolution of the Board of Directors establishing or 
designating such Committee and may authorize the seal of the Corporation to 
be affixed to all papers which may require it.

               Section 3.03.  PROCEEDINGS.  Any such Committee may fix its 
own rules or procedure and may meet at such place (within or without the 
State of New Jersey), at such date and time and upon such notice, if any, as 
such committee shall determine from time to time.  Each such Committee shall 
keep a record of its proceedings and shall report

                                         10
<PAGE>

such proceedings to the Board of Directors at the first meeting of the Board 
following any such proceedings.  

               Section 3.04.  QUORUM AND MANNER OF ACTING.  Except as may be 
otherwise provided in the resolution designating any such Committee, at all 
meetings of any  such Committee the presence of  members constituting at 
least one half of the total authorized membership of such Committee shall 
constitute a quorum for the transaction of business.  The act of the majority 
of the members present at any meeting at which a quorum is present, shall be 
the act of such Committee. Any action required or permitted to be taken at 
any meeting of any such Committee may be taken without a meeting, if all 
members of such Committee shall consent to such action in writing and such 
writing or writings are filed with the minutes of the proceedings of the 
Committee.

               Section 3.05.  RESIGNATIONS.  Any member may resign from any 
Committee at any time by delivering a written notice of resignation signed by 
such member to the Chairman, the President, a Vice-President or the 
Secretary.  Such resignation shall take effect upon the later of delivery or 
the date specified therein.

               Section 3.06. REMOVAL.  Any member of any such Committee may 
be removed at any time, with or without cause, by resolution adopted by the 
Board or by a majority of the whole Committee.        

               Section 3.07.  VACANCIES.  If any vacancy shall occur in any 
such Committee, by reason of disqualification, death, resignation, removal or 
otherwise, the remaining members shall continue to act and any vacancy may be 
filled by resolution adopted by a majority of the whole Board of Directors.


                                         11
<PAGE>


               Section 3.08.  SPECIAL COMMITTEES.  Nothing herein shall be 
deemed to preclude the Board of Directors or the chief executive officer from 
appointing one or more Special Committees, which may be comprised in whole or 
in part of Directors, for such purposes and having such functions as may be 
lawfully delegated under law, the Certificate of Incorporation and these 
By-Laws, provided however no such Special Committee shall have or may 
exercise any authority of the Board.

                                          
                                     ARTICLE IV
                                     ----------
                                          
                                      OFFICERS
                                      --------

               Section 4.01.  TERM AND TITLES.  The officers of the 
Corporation shall be elected or appointed by the Board of  Directors and 
shall hold office at the pleasure of the Board or until the election or 
appointment and the qualification of a successor.  There shall be a 
President, one or more Vice-Presidents, a Secretary and a Treasurer.  The 
President shall be chosen from among the members of the Board of Directors.  
The Board of Directors may also elect or appoint such other officers and 
agents, having such titles and with such responsibilities (including but not 
limited to Assistants of the titles previously mentioned) as it deems 
appropriate.  The Board of Directors from time to time may delegate to the 
chief executive officer the power to appoint such other officers or agents 
and to prescribe their respective rights, terms of office, authorities and 
duties.  Any two or more offices may be held by the same person.

               Section 4.02.  CHIEF EXECUTIVE OFFICER.  The Board of 
Directors from time to time may determine who among the officers and in what 
order, shall act as chief executive

                                         12
<PAGE>

officer.  In the absence of such determination the President shall be the 
chief executive officer.  Subject to the control of the Board and to the 
extent not otherwise prescribed by these By-Laws, the chief executive officer 
shall supervise the carrying out of the policies adopted or approved by the 
Board, shall exercise a general supervision and superintendence over all the 
business and affairs of the Company and shall possess such other powers and 
perform such other duties as may be incident to the office of chief executive 
officer.

               Section 4.03.  SALARIES.  The salaries of all officers of the 
Corporation shall be fixed from time to time by the Board of Directors.

               Section 4.04.  REMOVAL AND RESIGNATION; VACANCIES.  Any 
officer may be removed at any time by the board of Directors, with or without 
cause, and any officer appointed by the chief executive officer may be 
removed by the chief executive officer at any time, with or without cause.  
Any officer may resign at any time by delivering a signed notice of 
resignation to the Board of Directors, the Chairman of the Board, the 
President, a Vice-President or the Secretary. Such resignation shall take 
effect upon the later of delivery or the date specified therein.  Any vacancy 
occurring in any office of the corporation by death, resignation, removal or 
otherwise, may be filled by the Board at any regular or special meeting.

               Section 4.05.  AUTHORITY AND DUTIES OF OFFICERS.  The officers 
of the Corporation shall have such authority and shall exercise such powers 
and perform such duties as may be specified in these By-Laws, or to the 
extent not so provided, by the chief executive officer and other officers 
acting pursuant to the chief executive officer's authority, except that in 
any event each officer shall exercise such powers and perform such duties as 
may

                                         13
<PAGE>

be required by law. The chief executive officer may at any time suspend any 
officer, other than an officer who is a Director, from any duties and 
authority for a period not exceeding ninety days.

               Section 4.06.  THE PRESIDENT.  The President shall have the 
following powers and duties:

               (a)  To be the chief operating officer of the Corporation, 
and, subject to the directions of the Board of Directors and (if the 
President is not also the chief executive officer) the chief executive 
officer, to have general charge of the operations of the business, affairs 
and property of the Corporation and general operations of its officers, 
employees and agents.

               (b)  Subject to these By-Laws the President shall exercise all 
powers and perform all duties incident to the office of president and chief 
operating officer of a corporation, and shall exercise such other powers and 
perform such other duties as from time to time may be assigned to the 
President by the Board or by the chief executive officer (if the President is 
not also the chief executive officer). 

               Section 4.07.  THE VICE-PRESIDENTS.  Each Vice President shall 
exercise such powers and perform such duties as from time to time may be 
assigned to such Vice-President by the Board of Directors, the chief 
executive officer or the President.  At the request, in the absence or during 
the disability of the President, the Vice-President designated by the Board 
of Directors or by the President, or if  no such designation shall have been 
made, then the senior ranking Vice-President present shall perform all the 
duties of the President and, when so acting, shall have all the powers of and 
be subject to all restrictions upon the President.

                                         14
<PAGE>

               Section 4.08.  THE SECRETARY.  Except as may otherwise be 
provided by the board of Directors, the Secretary shall have the following 
powers and duties:

               (a)  To keep or cause to be kept a record of all the 
proceedings of the meetings of the Stockholders and of the Board of Directors.

               (b)  To cause all notices to the Board of Directors and 
stockholders to be duly given in accordance with the provisions of these 
By-Laws and as required by law.

               (c)  To be custodian of the records and of the seal of the 
Corporation. The Secretary may cause such seal (or a facsimile thereof) to be 
affixed to all instruments the execution of which on behalf of the 
Corporation under its seal shall have been duly authorized in accordance with 
these By-Laws, and when so affixed may attest the same.

               (d)  To have charge of the stock books and ledgers of the 
Corporation and to cause the stock and transfer books to be kept in such 
manner as to show at any time the number of shares of stock of the 
Corporation of each class issued and outstanding, the names (alphabetically 
arranged) and the addresses of the holders of record of such shares, the 
number of shares held by each holder and the date as of which each became 
such holder of record.

               (e)  To perform, in general, all duties incident to the office 
of Secretary and such other duties as maybe given to the Secretary by these 
By-Laws or as may be assigned to the Secretary from time to time by the Board 
of Directors, the chief executive officer or the President.

               (f)  To the extent consistent with law, the Secretary may from 
time to time delegate performance of any one or more of the foregoing powers 
and duties, or powers

                                         15
<PAGE>

and duties otherwise conferred upon the Secretary by these By-Laws, to one or 
more officers, agents or employee of the Corporation.

               Section 4.09.  THE TREASURER.  Except as may otherwise be 
required by law or by the Board of Directors, the Treasurer shall have the 
following powers and duties:

                    (a)  To have charge and supervision over and be 
responsible for the moneys, securities, receipts and disbursements of the 
Corporation. 

                          (b) To cause the moneys and other valuable effects 
of the Corporation to be deposited in the name and to the credit of the 
Corporation in such banks or trust companies or with such other depositories 
as shall be selected in accordance with Section 5.03 of these By-Laws.

                    (c)  To cause the moneys of the Corporation to be 
disbursed by checks or drafts (signed as provided in Section 5.04 or these 
By-Laws) upon the authorized depositories of the Corporation and cause to be 
taken and preserved proper vouchers for all moneys disbursed.

               (d)  To render to the Board of Directors or the chief 
executive officer whenever requested, a statement of the financial condition 
of the Corporation and of all the financial transactions of the Corporation.

               (e)  To be empowered from time to time to require from all 
officers or agents of the Corporation reports or statements giving such 
information as the Treasurer may desire with respect to any and all financial 
transactions of the Corporation.

               (f)  To perform all duties incident to the office of 
Treasurer, and such other duties as from time to time may be assigned to the 
Treasurer by the Board of Directors, the chief executive officer or the 
President.

                                         16
<PAGE>

               Section 4.10.  SURETY BONDS.  In case the Board of Directors 
shall so require, any officer or agent of the Corporation shall execute to 
the Corporation a bond in such sum with such surety or sureties as the Board 
may direct, conditional upon the faithful performance of such person's duties 
to the Corporation, including responsibility for negligence and for the 
accounting for all property, moneys or securities of the Corporation which 
may be in such person's possession, custody or control.  The chief executive 
officer may require a similar bond with respect to officers or agents 
appointed by the chief executive officer.

                                          
                                     ARTICLE V
                                     ---------

                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND
                  ------------------------------------------------

                             DEPOSIT OF CORPORATE FUNDS
                             --------------------------

               Section 5.01.  EXECUTION OF INSTRUMENTS.  Except as may 
otherwise be provided in a resolution adopted by the Board of Directors, the 
Chairman of the Board, the President, or any Vice-President may enter into 
any contract or execute and deliver any instrument and affix the corporate 
seal in the name and on behalf of the Corporation.  Any Vice-President 
designated by a number or a word or words added before or after the title 
Vice-President to indicate rank or responsibilities, but not an Assistant 
Vice-President, shall be a Vice-President for the purposes of this Article.  
The Board may authorize any other officer, employee or agent to enter into 
any contract or execute and deliver any instrument and affix the corporate 
seal in the name and on behalf of the Corporation.  Any such authorization 
may be general or limited to specific contracts or instruments.

               Section 5.02.  LOANS.  No loan or advance shall be contracted 
on behalf of the Corporation, and no note, bond or other evidence of 
indebtedness shall be executed or

                                         17
<PAGE>

delivered in its name, except as may be authorized by the Board of Directors. 
Any such authorization may be general or limited to specific loans or 
advances, or notes, bonds or other evidences of indebtedness.  Any officer or 
agent of the Corporation so authorized may effect loans and advances on 
behalf of the Corporation, and in return for any such loans or advances may 
execute and deliver notes, bonds or other evidences of indebtedness of the 
Corporation.

               Section 5.03.  DEPOSITS.  Any funds of the Corporation may be 
deposited from time to time in such banks, trust companies or other 
depositories as may be determined by the Board of Directors, or by such 
officers, or agents as may be authorized by the Board to make such 
determination.

               Section 5.04.  CHECKS, DRAFTS, ETC.  All notes, drafts, bills 
of exchange, acceptances, checks, endorsements and other evidences of 
indebtedness of the Corporation, and its orders for the payment of money, 
shall be signed by such officer or officers, or such agent or agents of the 
Corporation and in such manner, as the Board of Directors or an officer 
designated by the Board of Directors from time to time may determine.

               Section 5.05.  SALE, TRANSFER, ETC., OF SECURITIES.  To the 
extent authorized by the Board of Directors, the Chairman of the Board, the 
President, any Vice-President, the Secretary or the Treasurer may sell, 
transfer, endorse, and assign any shares of stock, bonds or other securities 
owned by or held in the name of the Corporation, and may make, execute and 
deliver, in the name of the Corporation, under its corporate seal, any 
instrument that may be appropriate to effect any such sale, transfer, 
endorsement or assignment.  The Board may authorize any one or more other 
officers, employees or agents to have similar authority.

                                         19
<PAGE>

               Section 5.06.  VOTING AS SECURITYHOLDER.  The Chairman of the 
Board, the President and such other person or persons as the Board of 
Directors may from time to time authorize, shall each have full power and 
authority on behalf of the Corporation, to attend any meeting of 
securityholders of any corporation in which the Corporation may hold 
securities, and to act, vote (or execute proxies to vote) and exercise in 
person or by proxy all other rights, powers and privileges incident to the 
ownership of such securities, and to execute any instrument expressing 
consent to or dissent from any action of any such corporation without a 
meeting, subject to such restrictions or limitations as the Board of 
Directors may from time to time impose.

               Section 5.07.  FACSIMILE SIGNATURES.  The Board of Directors 
may authorize the use of a facsimile signature or signatures on any 
instrument.  If any officer whose facsimile signature has been placed upon 
any form of instrument shall have ceased to be such officer before such 
instrument is issued, such instrument may be issued with the same effect as 
if such person had been such officer at the time of its issue.  

                                          
                                     ARTICLE VI
                                     ----------

                                    CAPITAL STOCK
                                    -------------

               Section 6.01.  CERTIFICATES OF STOCK.  Every stockholder shall 
be entitled to have a certificate signed by, or in the name of, the 
Corporation by the Chairman of the Board, the President or a Vice-President, 
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant 
Secretary, certifying the number of shares owned by such

                                         20
<PAGE>

stockholder in the Corporation.  Such certificate shall be in such form as 
the Board of Directors may determine, to the extent consistent with 
applicable provisions of law, the Certificate of Incorporation and these 
By-Laws.

               Section 6.02.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The 
Board of Directors may direct that a new certificate be issued in place of 
any certificate theretofore issued by the Corporation alleged to have been 
lost, stolen or destroyed, upon delivery to the Board of an affidavit of the 
owner or owners of such certificate, setting forth such allegation.  The 
Board may require the owner of such lost, stolen or destroyed certificate, or 
such person's legal representative, to give the Corporation a bond sufficient 
to indemnify it against any claim that may be made against it on account of 
the alleged loss, theft or destruction of any such certificate or the 
issuance of any such new certificate.

               Section 6.03.  TRANSFER OF STOCK.  Upon surrender to the 
Corporation or the transfer agent of the Corporation of a certificate 
representing shares, duly endorsed or accompanied by appropriate evidence of 
succession, assignment or authority to transfer, the Corporation shall issue 
a new certificate to the person entitled thereto, cancel the old certificate, 
and record the transaction upon its books.  Subject to the provisions of law, 
the Certificate of Incorporation and these By-Laws, the Board of Directors 
may prescribe such additional rules and regulations as it may deem 
appropriate relating to the issue, transfer and registration of shares of the 
Corporation.

               Section 6.04.  REGISTERED STOCKHOLDERS.  Prior to due 
surrender of a certificate for registration of transfer, the Corporation may 
treat the registered owner as the person exclusively entitled to receive 
dividends and other distributions, to vote, to receive notice and otherwise 
to exercise all the rights and powers of the owner of the shares represented 

                                         21
<PAGE>

by such certificate, and the Corporation shall not be bound to recognize any 
equitable or legal claim to or interest in such shares on the part of any 
other person, whether or not the Corporation shall have the notice of such 
claim or interest.

                                          
                                    ARTICLE VII
                                    -----------

                                  INDEMNIFICATION
                                  ---------------

               Section 7.01.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  To 
the fullest extent permitted by applicable law now of hereafter in effect, 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative, by reason of the fact that such 
person is or was at any time since the inception of the Corporation a 
Director or officer of the Corporation, or such person is or was a Director 
or officer of the Corporation and is or was at any time since the inception 
of the Corporation serving another corporation, partnership, joint venture, 
trust or other enterprise in any capacity at the request of the Corporation 
shall be indemnified by the Corporation against judgments, fines, amounts 
paid in settlement and reasonable expenses (including attorney's fees) 
actually and necessarily incurred in connection with or as a result of such 
action, suit or proceeding.  Indemnification under this Section shall 
continue as to a person who has ceased to be a Director or officer of the 
Corporation and shall inure to the benefit of the heirs, executors and 
administrators of such a person.

                                         22
<PAGE>


                                          
                                    ARTICLE VIII
                                    ------------

                              MISCELLANEOUS PROVISIONS
                              ------------------------


               Section 8.01.  FISCAL YEAR,  Unless otherwise determined by 
the Board of Directors, the fiscal year of the Corporation shall commence on 
the first day of January in each calendar year and terminate on the 31st day 
of December of such year.

               Section 8.02.  SEAL.  The seal of the Corporation shall be in 
the form adopted by the Board of Directors.  The seal may be used by causing 
it or a facsimile thereof to be impressed, affixed or reproduced, or in any 
other lawful manner.

               Section 8.03.  BOOKS AND RECORDS.  Except to the extent 
otherwise required by law, the books and records of the Corporation shall be 
kept at such place or places (within or without the State of New Jersey) as 
may be determined from time to time by the Board of Directors.

               Section 8.04.  INDEPENDENT PUBLIC ACCOUNTANT.  The Board of 
Directors may annually appoint an independent public accountant or firm of 
independent public accountants to audit the books of the Corporation for each 
fiscal year.

                                          
                                     ARTICLE IX
                                     ----------

                                     AMENDMENTS
                                     ----------


               Section 9.01.  AMENDMENTS.  All By-Laws of the Corporation, 
whether adopted by the Board of Directors or the stockholders, shall be 
subject to amendment or repeal, and new By-Laws may be made, by the 
affirmative vote or written consent of the holders of a majority of the 
outstanding shares of stock of the Corporation entitled to vote.   All 

                                         23
<PAGE>

By-Laws of the Corporation, other than this Section and any other Section 
that provides it may be amended or repealed only by the stockholders, whether 
adopted by the Board of Directors or the stockholders, shall be subject to 
amendment or repeal and new By-Laws may be made by resolution adopted by a 
majority of the whole Board of Directors, provided, however that By-Laws 
which by their terms are subject to amendment or repeal only by the 
stockholders shall prevail over new By-Laws made by the Board of Directors.  
Notwithstanding anything herein to the contrary, no amendment or repeal of 
Article VII of these By-Laws shall affect adversely any then existing rights 
of any Director or officer.






                                         24


<PAGE>

      AGENT:  THIS NOTICE MUST BE REMOVED AND LEFT WITH THE PROPOSED INURED(S)
                                          
                           ALPINE LIFE INSURANCE COMPANY
                                          
                          NATIONAL SERVICE CENTER ADDRESS:
                                200 HOPMEADOW STREET
                                 SIMSBURY, CT 06089
                                          
                   INVESTIGATIVE CONSUMER REPORT PRE-NOTIFICATION

Federal and state laws require notification that, in connection with your 
application, we may request an investigative consumer report.  In addition, 
such a report may be requested subsequently to update our records if you 
apply for additional coverage.  You may request to be interviewed in 
connection with the preparation of the investigative consumer report.  Within 
5 business days of receiving your written request, we will inform you whether 
or not an investigative consumer report was requested and, if such a report 
was requested, the address and telephone number of  the investigative agency 
to which the request was made.  By contracting the local office and providing 
proper identification, you may inspect or, for the appropriate fee, receive a 
copy of such report.  The investigative agency may retain information they 
gather and disclose it at a later date to other persons.

Typically the report will contain information as to character, general 
reputation, personal characteristics and mode of living, which information is 
obtained through an interview with you or an adult member of your family, 
employers or business associates, financial sources, friends, neighbors or 
others with whom you are acquainted.  The information will consist, when 
applicable, of a confirmation of your identity, age, residence, marital 
status, and past and present employment including occupational duties, 
financial information, driving record, sports and recreational activities, 
health history, use of alcohol or drugs, if any, living conditions and type 
of community.  The information in the report will not be used to determine 
your sexual orientation.

            MEDICAL INFORMATION BUREAU (MIB) PRE-NOTIFICATION

Information regarding your insurability will be treated as confidential.  
Alpine Life Insurance Company may, however, make a brief report thereon to 
the Medical Information Bureau, a non-profit membership organization of life 
insurance companies, which operates an information exchange on behalf of its 
members.  If you apply to another Bureau member company for life or health 
insurance coverage, or a claim for benefits is submitted to such a company, 
the Bureau, upon request will supply such a company, with the information in 
its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any 
information it may have in your file.  If you question the accuracy of 
information in the bureau's file, you may contact the Bureau and seek a 
correction in accordance with the procedures set forth in the Federal Fair 
Credit Reporting Act.  The address of the Bureau's information office is Post 
Office Box 105, Essex Station, Boston, Massachusetts 02112. Telephone number 
(617) 426-3660.

Alpine Life Insurance Company may also release information in their files to 
other life insurance companies to whom you may apply for life of health 
insurance or to whom a claim for benefits may be submitted.

                 PERSONAL HISTORY INTERVIEW

We may follow-up your application for insurance with a personal history 
interview.  This is a phone call placed to you at the request of our 
underwriting office.  Its purpose is to make sure that our application 
information is accurate and complete.

Our interviewers are trained to conduct their calls in a friendly, 
professional manner.  The nature of the information discussed is always 
treated as personal and confidential.

<PAGE>

<TABLE>
<CAPTION>

<S>                                               <C>

APPLICATION FOR MODIFIED SINGLE PREMIUM               FIRST CLASS MAIL TO:  ROYAL LIFE INSURANCE COMPANY
VARIABLE LIFE INSURANCE POLICY                                              OF AMERICA
                                                                            200 HOPMEADOW STREET
                                                                            SIMSBURY, CT 06089  
                       
ALPINE LIFE INSURANCE COMPANY
- ----------------------------------------------------------------------------------------------------------
1 (a). PROPOSED INSURED INFORMATION                   // Owner       // Joint Owner

    _________________________________________          ________________________________________
    First Name       Middle              Last          Social Security Number
Address:

    _________________________________________         // Male      // Female            DOB: ____________
    Street

    _________________________________________          Place of Birth: _______ Occupation:__________
    City        State          Zip
- ----------------------------------------------------------------------------------------------------------
1. (b) PROPOSED SECOND INSUREDS INFORMATION            // Owner       // Joint Owner

     ________________________________________           _________________________________________
     First Name     Middle              Last            Social Security Number
Address:

    ________________________________________            // Male      // Female           DOB: ____________
    Street

    ________________________________________            Place of Birth: _________ Occupation:__________
    City        State          Zip
- ------------------------------------------------------------------------------------------------------------
2. OWNER INFORMATION (COMPLETE INFORMATION BELOW IF OWNER IS NOT THE PROPOSED INSURED, PROPOSED SECOND 
                      INSURED OR PROPOSED INSUREDS JOINTLY.  IF ADDITIONAL OWNER INFORMATION IS REQUIRED,
                      PLEASE NOTE IN SECTION 7 SPECIAL REMARKS.)

     _______________________________________            ________________________________________
    First Name      Middle              Last            Social Security Number
Address:

    _______________________________________             // Male      // Female         DOB: ____________
    Street

    _______________________________________              Place of Birth: _________ Occupation:__________
    City        State          Zip
- --------------------------------------------------------------------------------------------------------
3.  BENEFICIARY INFORMATION (IF ADDITIONAL BENEFICIARIES, PLEASE NOTE IN SECTION 7 SPECIAL REMARKS.)
PRIMARY BENEFICIARY

   _______________________________________              ________________________________________
   First Name      Middle              Last             Social Security Number or Tax ID Number

Address:                                                ________________________________________
                                                        Relationship to Proposed Insured
   _______________________________________ 
   Street                                      

   _______________________________________              Trust Date:_______________________________
   City         State          Zip
Contingent Beneficiary

   _______________________________________              ________________________________________
   First Name      Middle              Last             Social Security Number or Tax ID Number

Address:                                                ________________________________________
                                                        Relationship to Proposed Insured
   __________________________________
   Street  
   __________________________________                   _________________        Trust Date:___________
   City         State          Zip                      % of Death Benefit
</TABLE>


                         APPLICATION (Continue to next page)


<PAGE>

<TABLE>
<CAPTION>

<S>                                                       <C>

4.  PLAN OF INSURANCE ______________  INITIAL PREMIUM $____________  INITIAL FACE AMOUNT $____________

     Option 1 ______ Option 2 ______                                 MATURITY EXTENSION RIDER // Yes // No

     Are you purchasing this insurance to replace any life insurance in force?   // Yes // No

     _____________________________________                  ____________________________________________
     If yes, Company name                                   Estimated Transfer Amount
     Is there an outstanding loan on the policy being replaced?   // Yes // No   Loan Amount $_______________
      (IF YES, PLEASE SUBMIT EXCHANGE AGREEMENT FORM FOUND IN BACK OF THE PROSPECTUS.) 
- ----------------------------------------------------------------------------------------------------------------
PREMIUM ALLOCATION (MUST TOTAL 100%) (Minimum percentage allocation is 10% and must be in whole numbers.)
Small Company Fund           _____%   Stock Fund                  ______%   Advisers Fund              _____%
Capital Appreciation Fund    _____%   Index Fund                  ______%   Bond Fund                  _____%
MidCap Fund                  _____%   Dividend and Growth Fund    ______%   Mortgage Securities Fund   _____%
International Opport. Fund   _____%   International Advisers Fund ______%   HVA Money Market Fund      _____%
Other ________________________________________________            ______%
- -----------------------------------------------------------------------------------------------------------------
DOLLAR COST AVERAGING (DCA)
        IS DCA ELECTED?     // YES      // NO
           (If yes, please complete DCA Election form found in back of the prospectus.)
- -----------------------------------------------------------------------------------------------------------------
6.    SUITABILITY                                                                                  PROPOSED
                                                                                     PROPOSED       SECOND
                                                                                      INSURED      INSURED
                                                                                      -------      ---------
                                                                                      YES   NO      YES  NO
  A.  Do you believe that this policy is consistent with your insurance needs and
       Financial objectives?                                                          //    //       //   //

  B.  DO YOU UNDERSTAND THAT THE AMOUNT AND DURATION OF THE
       DEATH BENEFIT MAY VARY, DEPENDING ON THE INVESTMENT
       PERFORMANCE OF THE VARIABLE ACCOUNTS?                                          //    //       //   //

   C. DO YOU UNDERSTAND THAT THE POLICY VALUES MAY
       INCREASE OR DECREASE, POSSIBLY TO ZERO, DEPENDING
       ON THE INVESTMENT PERFORMANCE OF THE   
       VARIABLE ACCOUNTS?                                                              //    //       //   //
 
   d. Did you receive the current prospectus for the life policy applied for?          //    //       //   //

   e.  Do you understand that the initial premium will be allocated to the Money
        Market Sub-Account until the expiry of the Right to Examine Policy Period?     //    //       //   //
- ------------------------------------------------------------------------------------------------------------------
7.    Special Remarks (In this section, please note the question number that you are addressing.)

      ___________________________________________________________________________________________________

      ___________________________________________________________________________________________________

8.  Have  you in the past 12 months smoked one or more cigarettes?     Proposed Insured          Yes //   No  //
                                                                       Proposed Second Insured   Yes //   No  //
- --------------------------------------------------------------------------------------------------------------------
SIMPLIFIED UNDERWRITING: If the answers to this section are "NO", Then proceed to section 13. FULL UNDERWRITING: if any of these
Questions are answered "YES", or the age or premium exceeds the simplified underwriting guidelines, please complete the entire
application.  Include details Of "YES" responses under Section 11.  
                                                                                                      Proposed
                                                                                          Proposed     Second
                                                                                           Insured     Insured
                                                                                          ---------   ----------
                                                                                           YES   NO    YES  NO
a.  Have you ever had or been treated for cancer, insulin dependent diabetes,
     heart disease and/or related surgery, chest pain, stroke, disease of the nervous
     system, muscular disorder, Alzheimer's disease or dementia, or any lung or 
     breathing disorder?                                                                   //    //    //   //

b.  In the past 5 years have you had or been treated or hospitalized for a nervous or
     psychological disorder, epilepsy, kidney failure, liver disorder or been advised
     to have treatment for alcohol or drug abuse?                                          //    //    //   //

c.  Has the proposed insured ever been diagnosed by a member of the medical
     profession as having Acquired Deficiency Syndrome (AIDS), AIDS Related
    Complex (ARC), or other immune deficiency disorder?                                    //    //    //   //
           
d.  Have you ever been declined for life insurance?                                        //    //    //   //

</TABLE>


                         APPLICATION (Continue to next page)

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                   <C>          <C>
10.  FULL UNDERWRITING                                                                                             PROPOSED 
                                                                                                        PROPOSED     SECOND
PLEASE     ANSWER ALL QUESTIONS. (EXPLAIN "YES" ANSWERS Under Section 10)                                INSURED    INSURED
                                                                                                         -------    --------
                                                                                                         YES  NO     YES  NO
a.  During the past 5 years have you consulted a physician or visited a clinic or 
     hospital as a patient?                                                                              //   //     //   //


b.  Have you ever been treated for a heart murmur, high blood pressure or other heart,
     blood or circulatory disorder or diabetes (whether or not on insulin)?                              //   //     //   //

c.  Have you ever been treated for convulsions, brain or spinal cord disorders?                          //   //     //   //

d.  Have you ever been treated for any disease of the bones, joints, muscles, lymph
           gland, stomach, intestines or any immune disorder?                                            //   //     //   //
 
e.  Have you had insurance offered with an extra premium?                                                //   //     //   //

f.  Do you plan to travel or reside outside the United States?                                           //   //     //   //
     (If yes, state when, where, how long).

g.  Have you flown in the past 2 years as a pilot or student pilot?                                      //   //     //   //

h.  Have you participated in the past 2 years in any type of vehicle racing, sky or 
     scuba diving or hang gliding?                                                                       //   //     //   //

i.  Have you in the past 3 years been convicted or, pleaded guilty or no contest to: driving under
    the influence of alcohol an/or drugs, speeding, reckless driving, or had your license suspended?     //   //     //   //

j.  Have you in the past 12 months smoked cigarettes, cigars, pipes or used chewing tobacco?             //   //     //   //
    If yes, specify substance.___________________________________________________

k.  Proposed Insured              Height_______ft.           ________in.        Weight________lbs.

l.  Proposed Second Insured       Height_______ft.           ________in.        Weight________lbs.

- -------------------------------------------------------------------------------------------------------------------------------
11.  GIVE COMPLETE DETAILS INCLUDING NAMES AND ADDRESSES OF DOCTORS, HOSPITALS AND TELEPHONE NUMBER.

           Item # _______   ____________________________________________________________________________________________________

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

           Item # _______   ____________________________________________________________________________________________________

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

           Item # _______   ____________________________________________________________________________________________________

- --------------------------------------------------------------------------------------------------------------------------------
12.  OTHER INSURANCE INFORCE/APPLIED FOR:                                           PROPOSED
                                                                 PROPOSED            SECOND
                                                                  INSURED            INSURED
                                                                 --------           ---------
                                                                 YES    NO          YES    NO

Do you have life insurance in force or applied for?              //     //          //     //
(Give company, amount and year of issue)

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

</TABLE>
                        APPLICATION (Continue to next page)

<PAGE>


13. AGREEMENT, ACKNOWLEDGMENT AND AUTHORIZATION

AGREEMENT AND ACKNOWLEDGMENT

Each of the undersigned declares that:  the statements and answers contained 
in this application are complete and true to the best of each person's 
knowledge and belief:  and each agrees that coverage can take effect only if 
the Proposed Insured(s) is/are alive and all answers material to the risk are 
still true and complete when the policy is delivered and paid for.  I/We 
agree that the statements and answers contained in this application shall 
form the basis of any contract for life insurance that may be issued; and a 
copy of his application shall be attached to and made part of the policy.

Except as provided in the Conditional Receipt with the same date as this 
application, the insurance applied for will not take effect until:  (a) the 
policy is issued,  delivered to the policyholder; and (b) the initial premium 
is paid; while (c) each Proposed Insured(s) is/are living and his/her 
insurability is the same as described in this application.

If the initial premium accompanies this application, I/we acknowledge 
possession of the Conditional Receipt and certify that I/we have read it.  
The terms and conditions of the receipt, to which I/we agree, have been 
explained to me/us fully by the agent and I/we understand them.

I/We agree that only any Officer of the Company may alter the terms of the 
application, the Conditional Receipt or the policy or waive any of the 
Company's rights or requirements.

AUTHORIZATION TO OBTAIN, RELEASE AND DISCLOSE INFORMATION

I/We authorize:  1) any licensed physician, medical practitioner, hospital, 
clinic or any other medically related facility, insurance company, the 
Medical Information Bureau or other organization, institution or person that 
has any records or knowledge of me/us or my/our health to give this data to 
Alpine Life Insurance Company (Royal) or its reinsurers.  2) the medical, 
surgical, drug or alcohol use mental health or emotional health information 
requested to be used to determine my/our insurability and/or eligibility for 
any benefits in the event of a claim. 3) Royal or its reinsurers to give any 
information about me/us or my/our health to the Medical Information Bureau, 
other insurance companies in which I/we may have policies, or to whom I/we 
may apply, or to whom a claim for benefits may be submitted and as may be 
required by law.

I/We understand that if I/we request details about any of the medical 
information gathered about me/us or my/our children which relates to this 
application; (a) the medical information; and, (b) the identity of the 
medical care institution or the medical person who provided the information; 
shall be released to me/us or to a licensed medical person or my/our choice.

Upon written request, I/we will receive details of the method I/we must use 
to exercise my/our right to access, correct and amend any information 
gathered about me/us or my/our children which relates to this application.  
I/We may revoke, in writing , the right to use this consent form except to 
the extent that action has already been taken.

This consent form will expire: two years from the date of the contract; or, 
one year form the date below, if no contract has yet been issued.  I/We know 
that I/we may request to receive a copy of this authorization.  A photocopy 
of this consent form is as valid as the original.


<TABLE>
<CAPTION>

<S>                                                       <C>
SIGNED AT ____________________________ THIS ____________   DAY OF    ________/________.  
            City              State

__________________________________________                 _________________________________________
     SIGNATURE OF PROPOSED INSURED                            SIGNATURE OF PROPOSED SECOND INSURED
(PARENT OR GUARDIAN IF UNDER 15 YEARS OF AGE)               (PARENT OR GUARDIAN IF UNDER 15 YEARS OF AGE)  

__________________________________________                 _________________________________________
      SIGNATURE OF LICENSED AGENT/                             SIGNATURE OF APPLICANT/OWNER
       REGISTERED REPRESENTATIVE                             IF OTHER THAN PROPOSED INSURED(s)


__________________________________________                 $________________________________________
       OWNERS'S S.S. NO./TAX I.D. NO.                          AMOUNT RECEIVED WITH APPLICATION

</TABLE>


                        APPLICATION (Continue to next page)

<PAGE>

                          REGISTERED REPRESENTATIVE REPORT
                        PLEASE PRINT ALL INFORMATION CLEARLY
<TABLE>
<CAPTION>

<S>                                                   <C>
Information - Complete for all Applications

Broker/Dealer Name: _______________________________________________________________________________

________________________       ______________________     _________________________     ___________
Reg. Rep Name                  Reg. Rep Code              Social Security Number        Split %

________________________       ______________________     _________________________     ___________
Joint Reg. Rep Name            Reg. Rep Code              Social Security Number        Split %

Reg. Representative Telephone:______________________________    Fax Number:_________________________

Proposed Insured Telephone:  Home:__________________________    Business:___________________________

Best time to call Proposed Insured:_________________________________________________________________

Assistant's Name___________________________       Assistant's Telephone Number:____________________
- --------------------------------------------------------------------------------------------------------
Do you have knowledge or reason to believe that replacement of existing life
insurance or annuities is involved in this transaction?

- ---------------------------------------------------------------------------------------------------------
COMMISSION PROGRAM - Contact your home office for program information.
           //  Program A    //  Program B     //   Program C    //  Firm/Default

- ----------------------------------------------------------------------------------------------------------
Estimated annual income, net worth and marital status or Proposed Insured(s) and
Applicant (if different)?

Give the purpose of this insurance and the nature of the Owner/Applicant's
interest.

- ----------------------------------------------------------------------------------------------------------
JUVENILE COVERAGE - If any insured is under age 19, please complete the following:

           Applicant's relationship to proposed insured     _______________________
           Amount of insurance on each parents life _______________________________
           Amount of insurance on each sibling ____________________________________
           Income/Net worth of parents ____________________________________________
- ----------------------------------------------------------------------------------------------------------
PRODUCER CERTIFICATION - Complete for all Applications
  1.  I asked each question separately; the answers were recorded as given; and,
          they are complete and accurate to the best of my knowledge and belief.
  2.  I am duly licensed in the state in which this application was signed.
  3.  I have given the Proposed Insured(s) the appropriate Disclosure documents.
  4.  I am a NASD Registered Representative.
  5.  I have compiled with state and federal laws on disclosure, cost comparison and replacement.
  6.  I have reviewed the purchase of this insurance policy as to suitability.
  7.  I have explained to the applicant that this policy is not effective until a  policy is issued 
         by our National Service Center.
  8.  I have provided a compliance illustration with this application.  
- ----------------------------------------------------------------------------------------------------------

                                         X___________________________________________________
                                         Signature(s) of Writing Registered Representative(s)
- ----------------------------------------------------------------------------------------------------------

HARTFORD LIFE USE ONLY:
F.O. #____ STAFF CODE _______  ADVANCED UND. CODE _______    MARKETING CODE ______

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

</TABLE>

<PAGE>

                                  CONDITIONAL RECEIPT

    THIS RECEIPT IS VALID ONLY ON PROPOSED INSURED(S) AGE 80 OR LESS, 
   WITH AMOUNTS FOR NOT IN EXCESS OF THE INITIAL PREMIUM PLUS $500,000.

If any person proposed for coverage has answered "Yes" to any question in 
Section 9, no payment may be accepted with the application.

- -------------------------------------------------------------------------------
If the proposed insured qualifies for simplified underwriting, or answered 
"no" to all the question in Section 9, an advance payment may be accepted and 
the Conditional Receipt may be given ONLY under the following conditions:

1. The Proposed Insured(s) appear(s) to be standard risks, in all respects.
2. The Conditional Receipt is given and the advance premium is collected only at
        the time the  application is taken and signed.
3. The application does not contain a request for postdating.
4. The agent does not make an advance payment for the Proposed Insured or
        Applicant.  If this is done, loss of the agent's license could result.
5. For policies requiring full underwriting, the Proposed Insured(s) is/are 80
           years old or less, age last birthday.   
- --------------------------------------------------------------------------------
1. NO COVERAGE WILL BECOME EFFECTIVE PRIOR TO DELIVERY OF THE POLICY APPLIED FOR
         UNLESS AND UNTIL ALL THE CONDITIONS OF THIS RECEIPT HAVE BEEN FULFILLED
         EXACTLY.

      a)    The amount of payment taken with the application must be equal to 
            full initial premium and for the amount of insurance, which may 
            become effective prior to delivery of the policy.

      b)    All medical examinations, test, x-rays and electrocardiograms 
            required by the Company must be completed and received at its 
            National Service Center in Minneapolis, Minnesota within 60 days 
            from the date of completion of this application.

      c)    As of the effective date, as defined below, each person proposed 
            for insurance in this application must be a risk insurable in 
            accordance with the Company's rules, limits, and standards for the 
            plan and the amount applied for without any modification either as 
            to plan, amount, riders and/or the rate of premium paid.

      d)    As of the effective date, the state of health and all factors 
            affecting the insurability of each and every person proposed for 
            insurance must be as stated in the application.

2.  Subject to the conditions of paragraph 1 insurance, as provided by the terms
    and conditions of the policy applied for and in use on the effective date,
    but for an amount not exceeding that specified in paragraph 3, will become
    effective as of the effective date.  "Effective date", as used herein, is
    the later of: (a) the date of completion of the application, or (b) the
    date of completion of all medical examinations, tests, x-rays and
    electrocardiograms required by the Company.  The effective date is
    determined separately for each person proposed for coverage.
3.  The total amount of insurance which may become effective on any person 
    proposed for insurance shall not exceed the initial premium plus $500,000.
4.  If one or more of the conditions of paragraph 1 have not been fulfilled 
    exactly, there shall be no liability on the part of the Company except to 
    return the applicable payment in exchange for this Receipt.
5.  NO AGENT OR ANY OTHER PERSON IS AUTHORIZED BY THE COMPANY TO WAIVE OR 
    MODIFY IN ANY WAY ANY OF THE PROVISIONS OF THIS CONTINUAL RECEIPT.

If all the conditions are not fulfilled exactly, the insurance will take 
effect when the policy is delivered to the owner stated in the application; 
but only if at the time of such delivery there has been no change in 
insurability as represented in the application.

All premium checks must be made payable to the Insurance Company.  Do not 
make checks payable to the agent or leave the payee blank.


Received a check totaling $___________from ______________________________ in
connection with the application for life insurance totaling $________________, 
bearing the same date as this Conditional Receipt.

Dated at ______________ this ________ day of _____________/_____________.


                                                   ____________________
                                                   Signature of Agent

I acknowledge possession of this receipt and certify that I have read it and 
the agreement in the application.  The terms and conditions of this receipt, 
to which I agree, and the agreement in this application have been explained 
to me fully by the agent and I understand them.

                                                   ______________________
                                                   Signature of Applicant

THIS RECEIPT IS TO BE DETACHED AND GIVEN TO THE APPLICANT AT THE TIME OF 
APPLICATION IF ANY MONEY IS TAKEN.


<PAGE>


                               [LOGO]
                               
                               MICHAEL R. WINTERFIELD, FSA, MAAA 
                               Assistant Vice President            
                               Director, Individual Annuity Product Management
                                             
                              
October 2, 1998

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

Dear Sir:

This opinion is furnished in connection with the Form S-6 Registration 
Statement under the Securities Act of 1933, as amended ("Securities Act"), of 
a certain modified single premium variable life insurance policy (the 
"Policy") that will be offered and sold by Alpine Life Insurance Company and 
certain units of interest to be issued in connection with the Policy.

The hypothetical illustrations of the Policy used in the Form S-6 
Registration Statement accurately reflect reasonable estimates of projected 
performance of the Policy under the stipulated rates of investment return, 
the contractual expense deductions and guaranteed cost-of-insurance rates, 
and utilize a reasonable estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Form S-6 
Registration Statement  and to the reference to my name under the heading 
"Experts" in the Prospectus included as a part of such Form S-6 Registration 
Statement.

Very truly yours,

/s/ Michael Winterfield

Michael Winterfield, FSA, MAAA


<PAGE>

                           ALPINE LIFE INSURANCE COMPANY
                                          
                                          
                                 POWER OF ATTORNEY
                                          
                                  Gregory A. Boyko
                                    Lynda Godkin
                                  Thomas M. Marra
                                  Lowndes A. Smith
                               David M. Znamierowski
                                          
                                          
                                          
do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty, 
and Thomas S. Clark to sign as their agent, any Registration Statement, 
pre-effective amendment, post-effective amendment and any application for 
exemptive relief of the Alpine Life Insurance Company under the Securities 
Act of 1933 and/or the Investment Company Act of 1940.

/s/ Gregory A. Boyko                           Dated as of October 1, 1998
- ------------------------------
Gregory A. Boyko

/s/ Lynda Godkin                               Dated as of October 1, 1998
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra                           Dated as of October 1, 1998
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith                           Dated as of October 1, 1998
- ------------------------------
Lowndes A. Smith

/s/ David M. Znamierowski                      Dated as of October 1, 1998
- ------------------------------
David M. Znamierowski



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