ALPINE LIFE INSURANCE CO SEPERATE ACCOUNT TWO
485BPOS, 2000-04-11
Previous: TERAGLOBAL COMMUNICATIONS CORP, DEF 14A, 2000-04-11
Next: KEMPER FUNDS TRUST, 497, 2000-04-11



<PAGE>

     As filed with the Securities and Exchange Commission on April 11, 2000.

                                                              File No. 333-65511
                                                                       811-09047

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    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: Hart Life Insurance Company (formerly named 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
     Hart Life Insurance Company
     P.O. Box 2999
     Hartford, CT  06104-2999

     It is proposed that this filing will become effective:

               immediately upon filing pursuant to paragraph (b) of Rule 485
     -----
       X       on May 1, 2000 pursuant to paragraph (b) of Rule 485
     -----
               60 days after filing pursuant to paragraph (a)(1) of Rule 485
     -----
               on              pursuant to paragraph (a)(1) of Rule 485
     -----
               this post-effective amendment designates a new effective date
     -----     for a previously filed post-effective amendment.

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.


<PAGE>

                         RECONCILIATION AND TIE BETWEEN
                           FORM N-8B-2 AND PROSPECTUS

<TABLE>
<CAPTION>
     ITEM NO. OF FORM N-8B-2                           CAPTION IN PROSPECTUS
     -----------------------                           ---------------------
<S>                                           <C>
               1.                             Cover page

               2.                             Cover page

               3.                             Not applicable

               4.                             Hart 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>

               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.                            Hart Life Insurance Company

               26.                            Not applicable

               27.                            Hart Life Insurance Company

               28.                            Hart Life Insurance Company

               29.                            Hart 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>

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

               40.                            Not applicable

               41.                            Hart 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; Hart Life Insurance Company

               49.                            Not applicable

               50.                            The Separate Account

               51.                            Summary; Hart 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
</TABLE>


<PAGE>







                                     PART I

<PAGE>
                                         6

HART LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO
P. O. BOX 2999                               Modified Single Premium
HARTFORD, CT  06104-2999                     Variable Life Insurance Policies
TELEPHONE (800) 862-6668

This Prospectus describes information you should know before you purchase our
variable life insurance policy.  Please read it carefully.

The variable life insurance policy is a contract between you and Hart Life
Insurance Company where you agree to make payments to us and we agree to pay
a death benefit to your beneficiaries. It 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:

- -    Hartford Bond HLS Fund Sub-Account which purchases shares of Class IA of
     Hartford Bond HLS Fund, Inc.

- -    Hartford High Yield HLS Fund Sub-Account which purchases shares of Class IA
     of Hartford High Yield HLS Fund of Hartford Series Fund, Inc.


<PAGE>
                                         7

- -    Hartford Index HLS Sub-Account which purchases shares of Class IA of
     Hartford Index HLS Fund, Inc.

- -    Hartford Money Market HLS Fund Sub-Account which purchases shares of Class
     IA of Hartford Money Market HLS Fund, Inc.

- -    Hartford Mortgage Securities HLS Fund Sub-Account that purchases shares of
     Class IA of Hartford Mortgage Securities 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: May 1, 2000

<PAGE>
                                         8

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

                                                                           PAGE
                                                                           ----

  SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
  ABOUT US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
  Hart Life Insurance Company. . . . . . . . . . . . . . . . . . . . . . . 16
  The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . 16
  The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
  YOUR POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
  Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
  Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
  Allocation of Premiums . . . . . . . . . . . . . . . . . . . . . . . . . 20
  Accumulation Unit Values . . . . . . . . . . . . . . . . . . . . . . . . 21
  DEDUCTIONS AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . 21
  Chart of Deduction and Charges . . . . . . . . . . . . . . . . . . . . . 22
  Cost of Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
  Administrative Charge. . . . . . . . . . . . . . . . . . . . . . . . . . 24
  Annual Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . . . . 24
  Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
  Your Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
        Option 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
        Option 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
  Other Deductions or Charges. . . . . . . . . . . . . . . . . . . . . . . 27
  POLICY BENEFITS AND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . 27
  Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
  Account Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
  Transfer of Account Value. . . . . . . . . . . . . . . . . . . . . . . . 28
  Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
  Amount Payable on Surrender of the Policy. . . . . . . . . . . . . . . . 30
  Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
  Benefits at Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . 31
  Lapse and Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . 31
  Cancellation and Exchange Rights . . . . . . . . . . . . . . . . . . . . 31
  Suspension of Valuation, Payments and Transfers  . . . . . . . . . . . . 32
  LAST SURVIVOR POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . 32
  OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
  Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
  Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
  Limit on Right to Contest. . . . . . . . . . . . . . . . . . . . . . . . 34
  Misstatement as to Age and Sex . . . . . . . . . . . . . . . . . . . . . 34
  Settlement Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 34
  Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
  Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

<PAGE>
                                         9

  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
  EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . 37
  HOW WE SELL OUR POLICY . . . . . . . . . . . . . . . . . . . . . . . . . 39
  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS . . . . . . . . . . . . . . 40
  FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 41
  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
  Taxation of Hartford and the Separate Account. . . . . . . . . . . . . . 41
  Income Taxation of Policy Benefits . . . . . . . . . . . . . . . . . . . 41
  Last Survivor Policies . . . . . . . . . . . . . . . . . . . . . . . . . 42
  Modified Endowment Policies. . . . . . . . . . . . . . . . . . . . . . . 42
  Estate and Generation Skipping Taxes . . . . . . . . . . . . . . . . . . 43
  Diversification Requirements . . . . . . . . . . . . . . . . . . . . . . 43
  Ownership of the Assets in the Separate Account. . . . . . . . . . . . . 44
  Tax Deferral During Accumulation Period  . . . . . . . . . . . . . . . . 45
  Life Insurance Purchased for Use in Split Dollar Arrangements. . . . . . 45
  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
  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 Hart Life 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 management investment 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

HART OR US:  Hart Life Insurance Company.

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 Hart Life 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 Hart Life'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 Hart Life 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.

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 surrender 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 SURRENDER 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 surrender 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 surrender 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 surrender 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 "Surrender Charge" 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>
- ----------------------------------------------------------------------------------------------------------------
                                             Management                 Other Expenses             Total Fund
                                             Fees (before any           (before any expense        Operating
                                             fee waivers)               reimbursements)            Expenses
- ----------------------------------------------------------------------------------------------------------------
<S>                                          <C>                        <C>                        <C>
Hartford Bond HLS Fund                                0.49%                     0.03%                0.52%

- ----------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                          0.66%                     0.06%                0.72%

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


<PAGE>

Hartford Index HLS Fund                               0.40%                     0.03%                0.43%

- ----------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                        0.45%                     0.02%                0.47%

- ----------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                 0.45%                     0.03%                0.48%

- ----------------------------------------------------------------------------------------------------------------
</TABLE>

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 surrender

<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 surrender into one of our payment options,
without a surrender 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
                                      --------

                             HART LIFE INSURANCE COMPANY

HART LIFE INSURANCE COMPANY ("Hart Life") (formerly known as Alpine Life
Insurance Company) 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.  Hart Life was originally incorporated under the laws of New
Jersey on July 9, 1965.  Hart Life 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.  Hart Life 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 Hart Life
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 Hart Life may conduct.

                                    THE FUNDS

Hartford HLS Funds are sponsored and administered by Hartford Life Insurance
Company. HL Investment Advisors, LLC ("HL Advisors") serves as the investment
adviser to each of the Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

Each Hartford HLS Fund, except for Hartford High Yield HLS Fund, is a separate
Maryland corporation registered with the Securities and Exchange Commission as
an open-end management investment company. Hartford High Yield HLS Fund is a
diversified series of Hartford Series Fund, Inc., a Maryland corporation, also
registered with the Securities and Exchange Commission as an open-end management
investment company. The shares of each Fund have been divided into Class IA and
Class IB. Only Class IA shares are available in this product.

We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information. The
Funds' prospectus should be read in conjunction with this Prospectus before
investing.

The Funds may not be available in all states.

The investment goals of each of the Funds are as follows:

HARTFORD BOND HLS FUND - Seeks maximum current income consistent with
preservation of capital by investing primarily in investment grade 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 HLS Fund,
Inc." Sub-advised by HIMCO.


<PAGE>
                                         18

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. 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
High Yield HLS Fund." Sub-advised by HIMCO.

HARTFORD INDEX HLS FUND - Seeks to provide investment results that 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.* Sub-advised by HIMCO.

HARTFORD MONEY MARKET HLS FUND - Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.


<PAGE>
                                         19

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. Sub-advised by HIMCO.

ADMINISTRATIVE SERVICES - Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay
a fee to Hartford that is usually based on an annual percentage of the
average daily net assets of the Funds. These agreements may be different for
each Fund or each Fund family.

*"STANDARD & POOR'S," "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 HARTFORD. THE
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 INDEX FUND.

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

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

<PAGE>
                                         20


YOUR INITIAL PREMIUM WILL BE RETURNED ALONG WITH AN ADDITIONAL AMOUNT FOR
INTEREST, BASED ON THE CURRENT RATE BEING CREDITED BY HART LIFE.  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 Hart Life 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 Hart Life,
the initial payment will not be accepted with the application.  In other
cases where Hart Life receives the initial payment with the application, Hart
Life will provide fixed conditional insurance during underwriting according
to the terms of conditional receipt established by Hart Life.  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, Hart Life 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.  Hart Life may
require evidence of insurability for any additional premiums which increase
the Coverage Amount. Generally, the minimum initial premium Hart Life will
accept is $10,000.  Hart Life 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 Hart Life's Home Office, Hart Life 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>
                                         21


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 Hart Life 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>
                                         22


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 Hart Life 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>
                                         23


- -------------------------------------------------------------------------------
 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 Hart Life'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 policies eligible for simplified underwriting, standard risks have
a guaranteed cost of insurance rate of 125% of the 1980 Commissioners
Standard Ordinary Smoker/Non-Smoker Mortality Table through age 90, grading
down to 100% of the 1980 Commissioners Standard Ordinary Smoker/Non-Smoker
Mortality Table at age 100 (age last birthday).  For policies not eligible
for simplified underwriting, standard risks have a guaranteed cost of
insurance of 100% of the 1980 Commissioners Standard Ordinary
Smoker/Non-Smoker Mortality Table. (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, Hart Life reserves the right to use rates
less than those shown in the Table.  Substandard risks 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 Death Benefit 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>
                                         24


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:  Hart Life 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 Hart Life 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, Hart Life will deduct on such date an annual
maintenance fee of $30.  This fee will help reimburse Hart Life 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 Hart Life incurs in providing administrative services under the Policies.
Hart Life 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>
                                         25


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 Hart Life 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: Hart Life 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 Hart Life 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 Hart Life 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. Hart Life 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 Hart Life 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.  Hart Life 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:  Hart Life 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 Hart Life 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 Hart Life'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, Hart Life does not expect to make a
profit from this deduction.  The 0.15%

<PAGE>
                                         26


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, Hart Life
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 Hart Life 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.  Hart Life 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
Hart Life 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.  Hart Life 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: Hart Life will deduct from Premium payments a tax expense
charge equal to an annual rate of 4.0% for all Policy Years.  This charge
compensates Hart Life 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 Hart Life's average expenses for state and local
premium taxes. Premium taxes vary, ranging from zero to more than

<PAGE>
                                         27


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, Hart Life does not expect to make a profit from this deduction.  The
0.15% charge helps reimburse Hart Life 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.  Hart Life 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>
                                         28


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 Hart Life
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 Hart Life'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.  Hart
Life 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 1-800-862-6668.  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 Hart
Life 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.  Hart Life will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; otherwise, Hart Life may
be liable for any losses due to unauthorized or fraudulent instructions.  The
procedures Hart Life follows for transactions initiated by telephone include
requirements that callers provide certain information for identification
purposes.  All transfer instructions by telephone are tape recorded.  Hart
Life 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>
                                         29


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

Hart Life may modify the right to reallocate Account Value among the
Sub-Accounts if Hart Life 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 Hart Life 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 Hart Life 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 Hart Life 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 Hart Life.  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 Hart Life 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
Hart Life'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, Hart Life will give written notice to the Policy Owner that,
unless Hart Life receives an additional payment within 61 days to reduce the

<PAGE>
                                         30

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 Hart Life 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.  Hart Life will pay the Cash Surrender Value of
the Policy within seven days of receipt by Hart Life 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>
                                         31


Hart Life'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
Hart Life, Hart Life will pay you the Cash Surrender Value.  In such case, the
Policy will terminate and Hart Life 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.
Hart Life 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, Hart Life will require
repayment of the loan before permitting reinstatement.  In addition, Hart
Life reserves the right to require evidence of insurability satisfactory to
Hart Life.

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 Hart Life 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), Hart Life
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 Hart Life or its
agent and (2) any deductions under Policy or by the Funds for taxes, charges
or fees.

<PAGE>
                                         32


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

Hart Life 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>
                                         33

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

VOTING RIGHTS

In accordance with its interpretation of presently applicable law, Hart Life
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.  Hart Life will vote shares for which no
instructions have been given and shares which are not attributable to Policy
Owners (I.E., shares owned by Hart Life) 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 Hart Life's present interpretation should change and, as a result, Hart Life
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.

Hart Life 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, Hart Life 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 Hart Life 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

Hart Life will maintain all records relating to the Separate Account and the
Sub-Accounts.  At least once each Policy Year, Hart Life 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>
                                         34


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

Hart Life 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 Hart Life's settlement options.  The
minimum amount that may be applied under a payment option is $5,000, unless
Hart Life 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, OPTION 5,
OR OPTION 6, BUT CHECK WITH YOUR TAX ADVISOR BECAUSE THERE MAY BE ADVERSE TAX
CONSEQUENCES.

Hart Life 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 (Hart Life may offer
other payment options):

Option 1:  Interest Income

This option offers payments of interest, at the rate Hart Life 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>
                                         35


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 Hart Life.

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 Hart Life, 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.

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 Hart Life.

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

<PAGE>
                                         36


Option 6:  Policy Proceeds Settlement Option

Proceeds from the Death Benefit left with Hart Life.  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 Hart Life) 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>
                                         37


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.
Hart Life 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
                              POSITION WITH HART, YEAR OF           EMPLOYMENT FOR PAST FIVE YEARS; OTHER
NAME                          ELECTION                              DIRECTORSHIPS
- -------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                   <C>
Mary Jane Fortin              Vice President & Chief Accounting     Vice President & Chief Accounting
                              Officer,1998                          Officer, (1998 - Present), Hartford Life
                                                                    Insurance Company; Vice President & Chief
                                                                    Accounting Officer, (1998 Present), Hartford
                                                                    Life & Annuity Insurance Company; Vice
                                                                    President & Chief Accounting Officer, (1998
                                                                    Present), Servus Life Insurance Company
                                                                    of America; Chief Accounting Officer (1997 -
                                                                    Present), Hartford Life, Inc.; Director,
                                                                    Finance (1995 - 1997), Value Health, Inc.;
                                                                    Senior Manager (1993 - 1995), Coopers and
                                                                    Lybrand; Audit Manager (1993 - 1996) Arthur
                                                                    Andersen & Co.
- -------------------------------------------------------------------------------------------------------------------
David T. Foy                  Senior Vice President & Treasurer,    Senior Vice President (1998-present),
                              1998                                  Vice President (1998), Assistant Vice
                              Director, 1999 *                      President (1995-1998), Hartford; Senior
                                                                    Vice President (1998-Present), Hartford
                                                                    Life and Accident Insurance Company;
                                                                    Director, Strategic Planning Corporate
                                                                    Finance (1995-1996), IA Product
                                                                    Development (1994-1995), Hartford;
                                                                    Various Actuarial Roles (1989-1993,
                                                                    Milliman & Robertson
- -------------------------------------------------------------------------------------------------------------------
Lynda Godkin                  Senior Vice President, 1995           Associate General Counsel (1995-1996);
                              General Counsel, & Corporate          Assistant General Counsel and Secretary
                              Secretary,                            (1994-1995); Counsel (1990-1994),
                              Director                              Hartford; Director (1997-Present);
                                                                    Senior Vice President (1997-Present);
                                                                    General Counsel (1996-Present); Corporate
                                                                    Secretary (1995-Present); Associate General
                                                                    Counsel (1995-1996); Assistant General
                                                                    Counsel and Secretary (1994-1995); Counsel
                                                                    (1990-1994), Hartford Life and Accident
                                                                    Insurance Company; Vice President and
                                                                    General Counsel (1997 - Present), Hartford
                                                                    Life, Inc.


<PAGE>
                                         38

- -------------------------------------------------------------------------------------------------------------------
Thomas M. Marra               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 & Chief         Vice President (1993-1997); Assistant
                              Actuary, 1994                         Vice 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.
- -------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith              President, 1994,                      Chief Operating Officer (1989-1997),
                              Chief Executive Officer,              Hartford; Director (1981-Present);
                              Director                              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;
                              Investment Officer and Director,      Director (1998-Present) Senior Vice
                              1994                                  President (1997-Present), Hartford Life
                                                                    and Accident Insurance Company; Vice
                                                                    President, Investment Strategy (1997-Present),
                                                                    Hartford Life, Inc.; Vice President, Investment
                                                                    Strategy & Policy (1991-1996), 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.


<PAGE>
                                         39


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

Hart Life 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 Hart Life 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 Hart Life.  The principal
business address of HSD is the same as that of Hart Life.

The following table shows officers and directors of HSD:

 NAME AND PRINCIPAL BUSINESS ADDRESS            POSITIONS AND OFFICES
 -----------------------------------            -----------------------

 David A. Carlson                         Vice President
 Peter W. Cummins                         Senior Vice President
 David T. Foy                             Director
 Lynda Godkin                             Senior Vice President, General
                                          Counsel and Corporate Secretary
 George R. Jay                            Controller
 Robert A. Kerzner                        Executive Vice President
 Thomas M. Marra                          Executive Vice President, Director
 Paul E. Olson                            Supervising Registered Principal
 Lowndes A. Smith                         President and Chief Executive Officer,
                                          Director

The maximum sales commission payable to Hart Life 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 surrender 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 Hart Life 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 Hart Life 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.

Hart Life 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>
                                         40


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

The assets of the Separate Account are held by Hart Life.  The assets of the
Separate Account are kept physically segregated and held separate and apart
from the General Account of Hart Life.  Hart Life maintains records of all
purchases and redemptions of shares of the Fund.  Additional protection for
the assets of the Separate Account is afforded by Hart Life'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 Hart Life.


<PAGE>
                                         41

                           FEDERAL TAX CONSIDERATIONS

GENERAL

Since federal tax law is complex, the tax consequences of purchasing this policy
will vary depending on your situation. You may need tax or legal advice to help
you determine whether purchasing this policy is right for you.

Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.

TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as a part of Hartford 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.

Hartford 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 Hartford 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. Hartford intends to monitor premium
levels to assure compliance with the Section 7702 requirements.

<PAGE>

                                          42


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, Hartford 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 Hartford 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 Policy 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.

A policy that is classified as modified endowment contract is eligible for
certain aspects of 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 policy (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>

                                         43

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 $675,000 (2000) from the
estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises the credit
over the next six 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, as adjusted for inflation. 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

The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
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. If a contract is not treated as a life insurance contract, the
policy owner will be subject to income tax on annual increases in cash value.

<PAGE>

                                   44


The Treasury Department's diversification regulations 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 property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
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 still comply within a reasonable period and avoid
the taxation of contract 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.

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
policies 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 separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the policy owner, such as the ability
to select and control investments in a separate account, will cause the policy
owner to be treated as the owner of the assets for tax purposes.

In its explanation of the diversification regulations, the Treasury Department
recognized 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."

<PAGE>
                                   45

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance
has yet to be issued. We do not know if additional guidance will be issued.
If guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.

TAX DEFERRAL DURING ACCUMULATION PERIOD

Under existing provisions of the Code, except as described below, any increase
in an Owner's Investment Value is generally not taxable to the Policy Owner
unless amounts are received (or are deemed to be received) under the Policy
prior to the Insured's death. If the Policy is surrendered or matures, the
amount received will be includable in the Policy Owner's income to the extent
that it exceeds the Policy Owner's "investment in the contract." (If there is
any debt at the time of a surrender, then such debt will be treated as an amount
distributed to the Owner.) The "investment in the contract" is the aggregate
amount of premium payments and other consideration paid for the Policy, less the
aggregate amount received previously under the Policy to the extent such amounts
received were excluded from gross income. Since this Policy is a modified
endowment contract, partial withdrawals (or other such amounts deemed to be
distributed) from the Policy constitute income to the Policy Owner for Federal
income tax purposes.

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.

<PAGE>
                                      46

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 Hart Life, 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 Hart Life.

<PAGE>
                                         48


                                      EXPERTS
                                      -------

The audited statutory financial statements included in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said report.  Reference is made to the report on the statutory
financial statements of Hart Life Insurance Company which states the
statutory financial statements are presented in accordance with statutory
accounting practices prescribed or permitted by the National Association of
Insurance Commissioners and the State of Connecticut Insurance Department,
and are not presented in accordance with generally accepted accounting
principles.  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 Deanne Osgood, FSA, MAAA, Vice President and Director of
Individual Annuity Product Management for Hart Life, and are included in
reliance upon her 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,  Hart Life, 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 Hart Life 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 Hart Life'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 Hart
Life.  Hart Life invests the assets of the General Account in accordance with
applicable laws governing the investment of insurance company general
accounts.

Hart Life 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.  Hart Life reserves the right to credit a lower minimum
interest rate according to state law.  Hart Life 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, Hart Life
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 Hart Life
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

Hart Life 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, Hart Life 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 0.52% 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 0.52% described above)
of -0.52%, 5.48% and 11.48%, 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.

Hart Life 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.  Hart Life 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                              CURRENT CHARGES*               GUARANTEED CHARGES**
             PREMIUM          ---------------                ------------------
 END OF    ACCUMULATED              CASH                             CASH
CONTRACT  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      10,889     9,864    44,053       10,807    9,784    44,053
        2     11,025      11,824    10,807    44,053       11,650   10,637    44,053
        3     11,576      12,842    11,837    44,053       12,566   11,566    44,053
        4     12,155      13,951    13,112    44,053       13,561   12,727    44,053
        5     12,763      15,158    14,339    44,053       14,643   13,830    44,053

        6     13,401      16,473    15,878    44,053       15,821   15,233    44,053
        7     14,071      17,904    17,340    44,053       17,103   16,544    44,053
        8     14,775      19,463    19,135    44,053       18,499   18,176    44,053
        9     15,513      21,160    20,877    44,053       20,020   19,740    44,053
       10     16,289      23,008    22,978    44,053       21,680   21,650    44,053

       11     17,103      25,221    25,191    44,053       23,686   23,656    44,053
       12     17,959      27,651    27,621    44,053       25,903   25,873    44,053
       13     18,856      30,324    30,294    44,053       28,360   28,330    44,053
       14     19,799      33,284    33,254    45,932       31,090   31,060    44,053
       15     20,789      36,552    36,522    48,979       34,126   34,096    45,728

       16     21,829      40,149    40,119    52,193       37,482   37,452    48,726
       17     22,920      44,096    44,066    56,443       41,165   41,135    52,691
       18     24,066      48,428    48,398    61,019       45,207   45,177    56,960
       19     25,270      53,181    53,181    65,944       49,641   49,611    61,555
       20     26,533      58,431    58,431    71,286       54,509   54,509    66,501

       21     27,860      64,197    64,197    77,036       59,888   59,888    71,865
       22     29,253      70,511    70,511    83,908       65,779   65,779    78,276
       23     30,715      77,427    77,427    91,363       72,230   72,230    85,230
       24     32,251      84,999    84,999    99,448       79,294   79,294    92,773
       25     33,864      93,298    93,298   108,226       87,028   87,028   100,952
       35     55,160     237,475   237,475   251,723      221,367  221,367   234,648
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.48% NET)
<TABLE>
<CAPTION>
                              CURRENT CHARGES*               GUARANTEED CHARGES**
             PREMIUM          ---------------                ------------------
 END OF    ACCUMULATED              CASH                             CASH
CONTRACT  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       10,303    9,291     44,053       10,221    9,211    44,053
      2      11,025       10,584    9,592     44,053       10,407    9,419    44,053
      3      11,576       10,873    9,903     44,053       10,588    9,623    44,053
      4      12,155       11,171   10,374     44,053       10,763    9,971    44,053
      5      12,763       11,479   10,705     44,053       10,930   10,163    44,053

      6      13,401       11,795   11,247     44,053       11,086   10,546    44,053
      7      14,071       12,121   11,601     44,053       11,230   10,716    44,053
      8      14,775       12,458   12,165     44,053       11,358   11,071    44,053
      9      15,513       12,804   12,542     44,053       11,465   11,206    44,053
     10      16,289       13,160   13,130     44,053       11,548   11,518    44,053

     11      17,103       13,637   13,607     44,053       11,699   11,669    44,053
     12      17,959       14,132   14,102     44,053       11,823   11,793    44,053
     13      18,856       14,645   14,615     44,053       11,917   11,887    44,053
     14      19,799       15,179   15,149     44,053       11,976   11,946    44,053
     15      20,789       15,733   15,703     44,053       11,992   11,962    44,053

     16      21,829       16,309   16,279     44,053       11,958   11,928    44,053
     17      22,920       16,906   16,876     44,053       11,864   11,834    44,053
     18      24,066       17,527   17,497     44,053       11,698   11,668    44,053
     19      25,270       18,172   18,142     44,053       11,446   11,416    44,053
     20      26,533       18,842   18,812     44,053       11,091   11,061    44,053

     25      33,864       22,598   22,568     44,053        7,068    7,038    44,053
     35      55,160       32,620   32,590     44,053         -       -        44,053
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00%  (-0.52% NET)
<TABLE>
<CAPTION>
                              CURRENT CHARGES*               GUARANTEED CHARGES**
             PREMIUM          ---------------                ------------------
 END OF    ACCUMULATED              CASH                             CASH
CONTRACT  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       9,717     8,739   44,053         9,634      8,665    44,053
      2      11,025       9,412     8,488   44,053         9,233      8,326    44,053
      3      11,576       9,116     8,243   44,053         8,826      7,980    44,053
      4      12,155       8,829     8,137   44,053         8,412      7,751    44,053
      5      12,763       8,550     7,900   44,053         7,988      7,379    44,053

      6      13,401       8,278     7,834   44,053         7,553      7,146    44,053
      7      14,071       8,015     7,604   44,053         7,104      6,736    44,053
      8      14,775       7,758     7,534   44,053         6,636      6,440    44,053
      9      15,513       7,509     7,310   44,053         6,146      5,977    44,053
     10      16,289       7,267     7,237   44,053         5,629      5,599    44,053

     11      17,103       7,089     7,059   44,053         5,126      5,096    44,053
     12      17,959       6,914     6,884   44,053         4,583      4,553    44,053
     13      18,856       6,743     6,713   44,053         3,998      3,968    44,053
     14      19,799       6,575     6,545   44,053         3,364      3,334    44,053
     15      20,789       6,411     6,381   44,053         2,673      2,643    44,053

     16      21,829       6,250     6,220   44,053         1,917      1,887    44,053
     17      22,920       6,092     6,062   44,053         1,086      1,056    44,053
     18      24,066       5,938     5,908   44,053           165        135    44,053
     19      25,270       5,787     5,757   44,053          -         -        44,053
     20      26,533       5,639     5,609   44,053          -         -        44,053

     21      27,860       5,494     5,464   44,053          -         -        44,053
     22      29,253       5,351     5,321   44,053          -         -        44,053
     23      30,715       5,212     5,182   44,053          -         -        44,053
     24      32,251       5,076     5,046   44,053          -         -        44,053
     25      33,864       4,942     4,912   44,053          -         -        44,053
     35      55,160       3,749     3,719   44,053          -         -        44,053
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                              CURRENT CHARGES*               GUARANTEED CHARGES**
             PREMIUM          ---------------                ------------------
 END OF    ACCUMULATED              CASH                             CASH
CONTRACT  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      10,522     9,742    44,053      10,435      9,655    44,053
     2       11,025      11,499    10,719    44,053      11,315     10,535    44,053
     3       11,576      12,570    11,790    44,053      12,277     11,497    44,053
     4       12,155      13,743    13,113    44,053      13,330     12,700    44,053
     5       12,763      15,030    14,400    44,053      14,483     13,853    44,053

     6       13,401      16,439    16,009    44,053      15,747     15,317    44,053
     7       14,071      17,985    17,555    44,053      17,134     16,704    44,053
     8       14,775      19,678    19,448    44,053      18,655     18,425    44,053
     9       15,513      21,534    21,304    44,053      20,326     20,096    44,053
    10       16,289      23,568    23,538    44,053      22,164     22,134    44,053

    11       17,103      25,837    25,807    44,053      24,226     24,196    44,053
    12       17,959      28,327    28,297    44,053      26,507     26,477    44,053
    13       18,856      31,074    31,044    44,124      29,035     29,005    44,053
    14       19,799      34,116    34,086    47,079      31,846     31,816    44,053
    15       20,789      37,466    37,436    50,204      34,966     34,936    46,854

    16       21,829      41,153    41,123    53,499      38,405     38,375    49,927
    17       22,920      45,201    45,171    57,856      42,180     42,150    53,990
    18       24,066      49,642    49,612    62,548      46,322     46,292    58,365
    19       25,270      54,515    54,515    67,598      50,867     50,867    63,075
    20       26,533      59,897    59,897    73,073      55,889     55,889    68,184

    21       27,860      65,807    65,807    78,968      61,404     61,404    73,684
    22       29,253      72,280    72,280    86,012      67,444     67,444    80,257
    23       30,715      79,368    79,368    93,654      74,058     74,058    87,388
    24       32,251      87,130    87,130   101,942      81,301     81,301    95,121
    25       33,864      95,638    95,638   110,940      89,230     89,230   103,507
    35       55,160     243,430   243,430   258,036     226,970    226,970   240,588
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED


ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  6.00%   (5.48% NET)
<TABLE>
<CAPTION>
                              CURRENT CHARGES*               GUARANTEED CHARGES**
             PREMIUM          ---------------                ------------------
 END OF    ACCUMULATED              CASH                             CASH
CONTRACT  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         9,955    9,179    44,053        9,869     9,098   44,053
     2      11,025        10,293    9,513    44,053       10,106     9,326   44,053
     3      11,576        10,642    9,862    44,053       10,343     9,563   44,053
     4      12,155        11,005   10,375    44,053       10,577     9,947   44,053
     5      12,763        11,381   10,751    44,053       10,806    10,176   44,053

     6      13,401        11,771   11,341    44,053       11,030    10,600   44,053
     7      14,071        12,176   11,746    44,053       11,246    10,816   44,053
     8      14,775        12,595   12,365    44,053       11,449    11,219   44,053
     9      15,513        13,030   12,800    44,053       11,638    11,408   44,053
    10      16,289        13,481   13,451    44,053       11,807    11,777   44,053

    11      17,103        13,970   13,940    44,053       11,972    11,942   44,053
    12      17,959        14,477   14,447    44,053       12,112    12,082   44,053
    13      18,856        15,004   14,974    44,053       12,223    12,193   44,053
    14      19,799        15,552   15,522    44,053       12,300    12,270   44,053
    15      20,789        16,120   16,090    44,053       12,336    12,306   44,053

    16      21,829        16,711   16,681    44,053       12,323    12,293   44,053
    17      22,920        17,324   17,294    44,053       12,253    12,223   44,053
    18      24,066        17,961   17,931    44,053       12,113    12,083   44,053
    19      25,270        18,623   18,593    44,053       11,889    11,859   44,053
    20      26,533        19,310   19,280    44,053       11,566    11,536   44,053

    21      27,860        20,023   19,993    44,053       11,127    11,097   44,053
    22      29,253        20,764   20,734    44,053       10,553    10,523   44,053
    23      30,715        21,534   21,504    44,053        9,822     9,792   44,053
    24      32,251        22,333   22,303    44,053        8,907     8,877   44,053
    25      33,864        23,163   23,133    44,053        7,773     7,743   44,053
    35      55,160        33,445   33,415    44,053        -         -       44,053
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $44,053
                          ISSUE AGE: MALE 45 PREFERRED


ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  0.00%   (-0.52% NET)
<TABLE>
<CAPTION>
                              CURRENT CHARGES*               GUARANTEED CHARGES**
             PREMIUM          ---------------                ------------------
 END OF    ACCUMULATED              CASH                             CASH
CONTRACT  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        9,389    8,655   44,053         9,302     8,575    44,053
     2      11,025        9,153    8,437   44,053         8,966     8,264    44,053
     3      11,576        8,923    8,223   44,053         8,620     7,944    44,053
     4      12,155        8,697    8,145   44,053         8,264     7,738    44,053
     5      12,763        8,477    7,938   44,053         7,895     7,391    44,053

     6      13,401        8,261    7,900   44,053         7,511     7,180    44,053
     7      14,071        8,050    7,698   44,053         7,109     6,794    44,053
     8      14,775        7,844    7,657   44,053         6,685     6,522    44,053
     9      15,513        7,642    7,459   44,053         6,236     6,082    44,053
    10      16,289        7,444    7,414   44,053         5,758     5,728    44,053

    11      17,103        7,262    7,232   44,053         5,254     5,224    44,053
    12      17,959        7,084    7,054   44,053         4,711     4,681    44,053
    13      18,856        6,909    6,879   44,053         4,125     4,095    44,053
    14      19,799        6,738    6,708   44,053         3,491     3,461    44,053
    15      20,789        6,571    6,541   44,053         2,800     2,770    44,053

    16      21,829        6,406    6,376   44,053         2,045     2,015    44,053
    17      22,920        6,246    6,216   44,053         1,214     1,184    44,053
    18      24,066        6,088    6,058   44,053           294       264    44,053
    19      25,270        5,934    5,904   44,053         -         -         -
    20      26,533        5,783    5,753   44,053         -         -         -

    21      27,860        5,635    5,605   44,053         -         -         -
    22      29,253        5,490    5,460   44,053         -         -         -
    23      30,715        5,348    5,318   44,053         -         -         -
    24      32,251        5,208    5,178   44,053         -         -         -
    25      33,864        5,072    5,042   44,053         -         -         -
    35      55,160        3,854    3,824   44,053         -         -         -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00%   (11.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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       10,889       9,864    34,014     10,762       9,740     34,014
     2        11,025       11,824      10,807    34,014     11,556      10,545     34,014
     3        11,576       12,842      11,837    34,014     12,421      11,424     34,014
     4        12,155       13,951      13,112    34,014     13,366      12,535     34,014
     5        12,763       15,158      14,339    34,014     14,397      13,587     34,014

     6        13,401       16,473      15,878    34,014     15,524      14,938     34,014
     7        14,071       17,904      17,340    34,014     16,755      16,199     34,014
     8        14,775       19,463      19,135    34,014     18,100      17,779     34,014
     9        15,513       21,160      20,877    34,014     19,571      19,292     34,014
    10        16,289       23,008      22,978    34,014     21,184      21,154     34,014

    11        17,103       25,222      25,192    34,014     23,145      23,115     34,014
    12        17,959       27,673      27,643    34,014     25,332      25,302     34,014
    13        18,856       30,414      30,384    35,888     27,782      27,752     34,014
    14        19,799       33,436      33,406    39,119     30,528      30,498     35,717
    15        20,789       36,757      36,727    42,638     33,557      33,527     38,926

    16        21,829       40,407      40,377    46,468     36,887      36,857     42,419
    17        22,920       44,431      44,401    50,206     40,557      40,527     45,829
    18        24,066       48,868      48,838    54,243     44,605      44,575     49,511
    19        25,270       53,769      53,769    58,607     49,074      49,044     53,491
    20        26,533       59,169      59,169    64,494     53,971      53,971     58,827

    21        27,860       65,112      65,112    70,321     59,391      59,391     64,142
    22        29,253       71,656      71,656    76,672     65,360      65,360     69,935
    23        30,715       78,822      78,822    84,339     71,897      71,897     76,929
    24        32,251       86,722      86,722    91,925     79,103      79,103     83,848
    25        33,864       95,369      95,369   101,090     86,989      86,989     92,208
    35        55,160      243,428     243,428   255,599    218,768     218,768    229,706
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00%    (5.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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        10,303      9,291     34,014       10,176      9,167   34,014
     2       11,025        10,584      9,592     34,014       10,314      9,328   34,014
     3       11,576        10,873      9,903     34,014       10,445      9,482   34,014
     4       12,155        11,171     10,374     34,014       10,568      9,780   34,014
     5       12,763        11,479     10,705     34,014       10,682      9,919   34,014

     6       13,401        11,795     11,247     34,014       10,784     10,246   34,014
     7       14,071        12,121     11,601     34,014       10,868     10,357   34,014
     8       14,775        12,458     12,165     34,014       10,930     10,645   34,014
     9       15,513        12,804     12,542     34,014       10,961     10,703   34,014
    10       16,289        13,160     13,130     34,014       10,955     10,925   34,014

    11       17,103        13,637     13,607     34,014       10,999     10,969   34,014
    12       17,959        14,132     14,102     34,014       11,004     10,974   34,014
    13       18,856        14,645     14,615     34,014       10,966     10,936   34,014
    14       19,799        15,179     15,149     34,014       10,880     10,850   34,014
    15       20,789        15,733     15,703     34,014       10,739     10,709   34,014

    16       21,829        16,309     16,279     34,014       10,527     10,497   34,014
    17       22,920        16,906     16,876     34,014       10,226     10,196   34,014
    18       24,066        17,527     17,497     34,014        9,811      9,781   34,014
    19       25,270        18,172     18,142     34,014        9,250      9,220   34,014
    20       26,533        18,842     18,812     34,014        8,507      8,477   34,014

    21       27,860        19,537     19,507     34,014        7,543      7,513   34,014
    22       29,253        20,259     20,229     34,014        6,312      6,282   34,014
    23       30,715        21,010     20,980     34,014        4,755      4,725   34,014
    24       32,251        21,789     21,759     34,014        2,799      2,769   34,014
    25       33,864        22,598     22,568     34,014          340        310   34,014
    35       55,160        32,620     32,590     34,250         -          -      34,014
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00%     (-0.52% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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         9,717      8,739    34,014        9,590      8,625    34,014
      2      11,025         9,412      8,488    34,014        9,142      8,243    34,014
      3      11,576         9,116      8,243    34,014        8,686      7,852    34,014
      4      12,155         8,829      8,137    34,014        8,221      7,575    34,014
      5      12,763         8,550      7,900    34,014        7,746      7,155    34,014

      6      13,401         8,278      7,834    34,014        7,257      6,864    34,014
      7      14,071         8,015      7,604    34,014        6,749      6,398    34,014
      8      14,775         7,758      7,534    34,014        6,214      6,029    34,014
      9      15,513         7,509      7,310    34,014        5,644      5,487    34,014
     10      16,289         7,267      7,237    34,014        5,034      5,004    34,014

     11      17,103         7,089      7,059    34,014        4,415      4,385    34,014
     12      17,959         6,914      6,884    34,014        3,741      3,711    34,014
     13      18,856         6,743      6,713    34,014        3,007      2,977    34,014
     14      19,799         6,575      6,545    34,014        2,209      2,179    34,014
     15      20,789         6,411      6,381    34,014        1,337      1,307    34,014

     16      21,829         6,250      6,220    34,014          373        343    34,014
     17      22,920         6,092      6,062    34,014         -         -          -
     18      24,066         5,938      5,908    34,014         -         -          -
     19      25,270         5,787      5,757    34,014         -         -          -
     20      26,533         5,639      5,609    34,014         -         -          -

     21      27,860         5,494      5,464    34,014         -         -          -
     22      29,253         5,351      5,321    34,014         -         -          -
     23      30,715         5,212      5,182    34,014         -         -          -
     24      32,251         5,076      5,046    34,014         -         -          -
     25      33,864         4,942      4,912    34,014         -         -          -
     35      55,160         3,749      3,719    34,014         -         -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00%   (11.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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         10,522      9,742    34,014        10,388     9,608     34,014
     2       11,025         11,499     10,719    34,014        11,217    10,437     34,014
     3       11,576         12,570     11,790    34,014        12,126    11,346     34,014
     4       12,155         13,743     13,113    34,014        13,125    12,495     34,014
     5       12,763         15,030     14,400    34,014        14,224    13,594     34,014

     6       13,401         16,439     16,009    34,014        15,433    15,003     34,014
     7       14,071         17,985     17,555    34,014        16,765    16,335     34,014
     8       14,775         19,678     19,448    34,014        18,231    18,001     34,014
     9       15,513         21,534     21,304    34,014        19,847    19,617     34,014
    10       16,289         23,568     23,538    34,014        21,633    21,603     34,014

    11       17,103         25,840     25,810    34,014        23,651    23,621     34,014
    12       17,959         28,369     28,339    34,014        25,902    25,872     34,014
    13       18,856         31,187     31,157    36,800        28,425    28,395     34,014
    14       19,799         34,286     34,256    40,114        31,243    31,213     36,554
    15       20,789         37,693     37,663    43,723        34,345    34,315     39,839

    16       21,829         41,437     41,407    47,652        37,753    37,723     43,416
    17       22,920         45,563     45,533    51,486        41,510    41,480     46,906
    18       24,066         50,115     50,115    55,627        45,654    45,624     50,675
    19       25,270         55,174     55,174    60,139        50,229    50,229     54,750
    20       26,533         60,716     60,716    66,180        55,275    55,275     60,249

    21       27,860         66,814     66,814    72,159        60,826    60,826     65,692
    22       29,253         73,529     73,529    78,676        66,940    66,940     71,625
    23       30,715         80,883     80,883    86,544        73,634    73,634     78,788
    24       32,251         88,989     88,989    94,328        81,014    81,014     85,874
    25       33,864         97,862     97,862   103,733        89,091    89,091     94,436
    35       55,160        249,791    249,791   262,280       224,055   224,055    235,257
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00%   (5.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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         9,955      9,179    34,014         9,822      9,056    34,014
      2      11,025        10,293      9,513    34,014        10,010      9,230    34,014
      3      11,576        10,642      9,862    34,014        10,194      9,414    34,014
      4      12,155        11,005     10,375    34,014        10,374      9,744    34,014
      5      12,763        11,381     10,751    34,014        10,549      9,919    34,014

      6      13,401        11,771     11,341    34,014        10,715     10,285    34,014
      7      14,071        12,176     11,746    34,014        10,867     10,437    34,014
      8      14,775        12,595     12,365    34,014        11,002     10,772    34,014
      9      15,513        13,030     12,800    34,014        11,110     10,880    34,014
     10      16,289        13,481     13,451    34,014        11,187     11,157    34,014

     11      17,103        13,970     13,940    34,014        11,246     11,216    34,014
     12      17,959        14,477     14,447    34,014        11,267     11,237    34,014
     13      18,856        15,004     14,974    34,014        11,247     11,217    34,014
     14      19,799        15,552     15,522    34,014        11,181     11,151    34,014
     15      20,789        16,120     16,090    34,014        11,061     11,031    34,014

     16      21,829        16,711     16,681    34,014        10,874     10,844    34,014
     17      22,920        17,324     17,294    34,014        10,600     10,570    34,014
     18      24,066        17,961     17,931    34,014        10,215     10,185    34,014
     19      25,270        18,623     18,593    34,014         9,689      9,659    34,014
     20      26,533        19,310     19,280    34,014         8,987      8,957    34,014

     21      27,860        20,023     19,993    34,014         8,070      8,040    34,014
     22      29,253        20,764     20,734    34,014         6,894      6,864    34,014
     23      30,715        21,534     21,504    34,014         5,403      5,373    34,014
     24      32,251        22,333     22,303    34,014         3,525      3,495    34,014
     25      33,864        23,163     23,133    34,014         1,159      1,129    34,014
     35      55,160        33,445     33,415    35,117          -         -        34,014
</TABLE>



 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $34,014
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  0.00%  (-0.52% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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        9,389      8,655     34,014        9,256    8,532     34,014
     2        11,025        9,153      8,437     34,014        8,871    8,176     34,014
     3        11,576        8,923      8,223     34,014        8,475    7,809     34,014
     4        12,155        8,697      8,145     34,014        8,067    7,553     34,014
     5        12,763        8,477      7,938     34,014        7,644    7,156     34,014

     6        13,401        8,261      7,900     34,014        7,204    6,886     34,014
     7        14,071        8,050      7,698     34,014        6,742    6,442     34,014
     8        14,775        7,844      7,657     34,014        6,249    6,094     34,014
     9        15,513        7,642      7,459     34,014        5,718    5,574     34,014
    10        16,289        7,444      7,414     34,014        5,142    5,112     34,014

    11        17,103        7,262      7,232     34,014        4,524    4,494     34,014
    12        17,959        7,084      7,054     34,014        3,850    3,820     34,014
    13        18,856        6,909      6,879     34,014        3,117    3,087     34,014
    14        19,799        6,738      6,708     34,014        2,320    2,290     34,014
    15        20,789        6,571      6,541     34,014        1,449    1,419     34,014

    16        21,829        6,406      6,376     34,014          486      456     34,014
    17        22,920        6,246      6,216     34,014         -       -           -
    18        24,066        6,088      6,058     34,014         -       -           -
    19        25,270        5,934      5,904     34,014         -       -           -
    20        26,533        5,783      5,753     34,014         -       -           -

    21        27,860        5,635      5,605     34,014         -       -           -
    22        29,253        5,490      5,460     34,014         -       -           -
    23        30,715        5,348      5,318     34,014         -       -           -
    24        32,251        5,208      5,178     34,014         -       -           -
    25        33,864        5,072      5,042     34,014         -       -           -
    35        55,160        3,854      3,824     34,014         -       -           -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  12.00%   (11.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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        10,889      9,864     20,001       10,676     9,656     20,001
     2       11,025        11,824     10,807     20,001       11,375    10,368     20,001
     3       11,576        12,842     11,837     20,001       12,137    11,145     20,001
     4       12,155        13,951     13,112     20,001       12,974    12,149     20,001
     5       12,763        15,158     14,339     20,001       13,898    13,095     20,001

     6       13,401        16,473     15,878     20,001       14,928    14,349     20,001
     7       14,071        17,904     17,340     20,231       16,085    15,534     20,001
     8       14,775        19,468     19,141     21,609       17,398    17,081     20,001
     9       15,513        21,184     20,901     23,090       18,901    18,623     20,601
    10       16,289        23,040     23,010     25,113       20,553    20,523     22,402

    11       17,103        25,264     25,234     27,285       22,534    22,504     24,336
    12       17,959        27,713     27,683     29,653       24,714    24,684     26,443
    13       18,856        30,386     30,356     32,513       27,093    27,063     28,989
    14       19,799        33,332     33,302     35,331       29,716    29,686     31,498
    15       20,789        36,554     36,524     38,746       32,577    32,547     34,531

    16       21,829        40,105     40,075     42,110       35,739    35,709     37,525
    17       22,920        43,988     43,958     46,187       39,188    39,158     41,147
    18       24,066        48,251     48,221     50,663       42,944    42,914     45,091
    19       25,270        52,929     52,929     55,575       47,029    46,999     49,380
    20       26,533        58,097     58,097     61,001       51,465    51,465     54,038

    21       27,860        63,770     63,770     66,958       56,309    56,309     59,124
    22       29,253        69,996     69,996     73,496       61,556    61,556     64,633
    23       30,715        76,831     76,831     80,672       67,232    67,232     70,593
    24       32,251        84,333     84,333     88,549       73,367    73,367     77,035
    25       33,864        92,568     92,568     97,196       79,989    79,989     83,988
    35       55,160       235,194    235,194    237,546      197,049   197,049    199,019
</TABLE>



 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  6.00%  (5.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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       10,303      9,291     20,001      10,087      9,080    20,001
      2       11,025       10,584      9,592     20,001      10,118      9,135    20,001
      3       11,576       10,873      9,903     20,001      10,118      9,161    20,001
      4       12,155       11,171     10,374     20,001      10,082      9,301    20,001
      5       12,763       11,479     10,705     20,001      10,005      9,249    20,001

      6       13,401       11,795     11,247     20,001       9,875      9,351    20,001
      7       14,071       12,121     11,601     20,001       9,682      9,192    20,001
      8       14,775       12,458     12,165     20,001       9,409      9,144    20,001
      9       15,513       12,804     12,542     20,001       9,037      8,804    20,001
     10       16,289       13,160     13,130     20,001       8,543      8,513    20,001

     11       17,103       13,637     13,607     20,001       7,970      7,940    20,001
     12       17,959       14,132     14,102     20,001       7,217      7,187    20,001
     13       18,856       14,645     14,615     20,001       6,243      6,213    20,001
     14       19,799       15,179     15,149     20,001       4,990      4,960    20,001
     15       20,789       15,733     15,703     20,001       3,380      3,350    20,001

     16       21,829       16,309     16,279     20,001       1,300      1,270    20,001
     17       22,920       16,906     16,876     20,001        -         -          -
     18       24,066       17,527     17,497     20,001        -         -          -
     19       25,270       18,172     18,142     20,001        -         -          -
     20       26,533       18,842     18,812     20,001        -         -          -

     21       27,860       19,537     19,507     20,513        -         -          -
     22       29,253       20,259     20,229     21,272        -         -          -
     23       30,715       21,010     20,980     22,060        -         -          -
     24       32,251       21,789     21,759     22,878        -         -          -
     25       33,864       22,598     22,568     23,727        -         -          -
     35       55,160       32,647     32,617     32,973        -         -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)



                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  0.00%  (-0.52% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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        9,717       8,739    20,001        9,499      8,543    20,001
      2      11,025        9,412       8,488    20,001        8,932      8,054    20,001
      3      11,576        9,116       8,243    20,001        8,325      7,525    20,001
      4      12,155        8,829       8,137    20,001        7,669      7,064    20,001
      5      12,763        8,550       7,900    20,001        6,954      6,420    20,001

      6      13,401        8,278       7,834    20,001        6,167      5,828    20,001
      7      14,071        8,015       7,604    20,001        5,290      5,009    20,001
      8      14,775        7,758       7,534    20,001        4,301      4,163    20,001
      9      15,513        7,509       7,310    20,001        3,171      3,069    20,001
     10      16,289        7,267       7,237    20,001        1,869      1,839    20,001

     11      17,103        7,089       7,059    20,001          367        337    20,001
     12      17,959        6,914       6,884    20,001        -         -           -
     13      18,856        6,743       6,713    20,001        -         -           -
     14      19,799        6,575       6,545    20,001        -         -           -
     15      20,789        6,411       6,381    20,001        -         -           -

     16      21,829        6,250       6,220    20,001        -         -           -
     17      22,920        6,092       6,062    20,001        -         -           -
     18      24,066        5,938       5,908    20,001        -         -           -
     19      25,270        5,787       5,757    20,001        -         -           -
     20      26,533        5,639       5,609    20,001        -         -           -

     21      27,860        5,494       5,464    20,001        -         -           -
     22      29,253        5,351       5,321    20,001        -         -           -
     23      30,715        5,212       5,182    20,001        -         -           -
     24      32,251        5,076       5,046    20,001        -         -           -
     25      33,864        4,942       4,912    20,001        -         -           -
     35      55,160        3,749       3,719    20,001        -         -           -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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       10,522      9,742     20,001      10,294     9,514     20,001
     2        11,025       11,499     10,719     20,001      11,017    10,237     20,001
     3        11,576       12,570     11,790     20,001      11,810    11,030     20,001
     4        12,155       13,743     13,113     20,001      12,686    12,056     20,001
     5        12,763       15,030     14,400     20,001      13,661    13,031     20,001

     6        13,401       16,439     16,009     20,001      14,755    14,325     20,001
     7        14,071       17,985     17,555     20,322      15,992    15,562     20,001
     8        14,775       19,684     19,454     21,849      17,407    17,177     20,001
     9        15,513       21,560     21,330     23,499      19,036    18,806     20,749
    10        16,289       23,602     23,572     25,725      20,835    20,805     22,710

    11        17,103       25,881     25,851     27,951      22,844    22,814     24,671
    12        17,959       28,391     28,361     30,377      25,055    25,025     26,808
    13        18,856       31,130     31,100     33,308      27,467    27,437     29,389
    14        19,799       34,149     34,119     36,197      30,127    30,097     31,934
    15        20,789       37,450     37,420     39,696      33,028    32,998     35,010

    16        21,829       41,090     41,060     43,144      36,234    36,204     38,046
    17        22,920       45,069     45,039     47,322      39,731    39,701     41,717
    18        24,066       49,436     49,406     51,908      43,540    43,510     45,717
    19        25,270       54,230     54,230     56,942      47,682    47,652     50,066
    20        26,533       59,526     59,526     62,501      52,181    52,181     54,789

    21        27,860       65,338     65,338     68,604      57,092    57,092     59,946
    22        29,253       71,718     71,718     75,303      62,411    62,411     65,531
    23        30,715       78,720     78,720     82,656      68,167    68,167     71,575
    24        32,251       86,407     86,407     90,727      74,387    74,387     78,106
    25        33,864       94,844     94,844     99,586      81,101    81,101     85,155
    35        55,160      240,978    240,978    243,387     199,788   199,788    201,785
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  6.00%   (5.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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        9,955      9,179    20,001        9,726      8,966    20,001
     2        11,025       10,293      9,513    20,001        9,797      9,032    20,001
     3        11,576       10,642      9,862    20,001        9,839      9,071    20,001
     4        12,155       11,005     10,375    20,001        9,849      9,228    20,001
     5        12,763       11,381     10,751    20,001        9,819      9,200    20,001

     6        13,401       11,771     11,341    20,001        9,740      9,320    20,001
     7        14,071       12,176     11,746    20,001        9,600      9,186    20,001
     8        14,775       12,595     12,365    20,001        9,384      9,167    20,001
     9        15,513       13,030     12,800    20,001        9,073      8,861    20,001
    10        16,289       13,481     13,451    20,001        8,643      8,613    20,001

    11        17,103       13,970     13,940    20,001        8,083      8,053    20,001
    12        17,959       14,477     14,447    20,001        7,346      7,316    20,001
    13        18,856       15,004     14,974    20,001        6,391      6,361    20,001
    14        19,799       15,552     15,522    20,001        5,161      5,131    20,001
    15        20,789       16,120     16,090    20,001        3,580      3,550    20,001

    16        21,829       16,711     16,681    20,001        1,536      1,506    20,001
    17        22,920       17,324     17,294    20,001        -         -           -
    18        24,066       17,961     17,931    20,001        -         -           -
    19        25,270       18,623     18,593    20,001        -         -           -
    20        26,533       19,310     19,280    20,275        -         -           -

    21        27,860       20,023     19,993    21,024        -         -           -
    22        29,253       20,764     20,734    21,802        -         -           -
    23        30,715       21,534     21,504    22,610        -         -           -
    24        32,251       22,333     22,303    23,449        -         -           -
    25        33,864       23,163     23,133    24,321        -         -           -
    35        55,160       33,473     33,443    33,807        -         -           -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                               SINGLE LIFE OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $20,001
                          ISSUE AGE: MALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  0.00%  (-0.52% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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         9,389      8,655    20,001        9,158      8,441    20,001
      2      11,025         9,153      8,437    20,001        8,646      7,968    20,001
      3      11,576         8,923      8,223    20,001        8,090      7,454    20,001
      4      12,155         8,697      8,145    20,001        7,482      7,003    20,001
      5      12,763         8,477      7,938    20,001        6,810      6,372    20,001

      6      13,401         8,261      7,900    20,001        6,062      5,790    20,001
      7      14,071         8,050      7,698    20,001        5,220      4,981    20,001
      8      14,775         7,844      7,657    20,001        4,259      4,144    20,001
      9      15,513         7,642      7,459    20,001        3,153      3,060    20,001
     10      16,289         7,444      7,414    20,001        1,867      1,837    20,001

     11      17,103         7,262      7,232    20,001          365        335    20,001
     12      17,959         7,084      7,054    20,001        -         -           -
     13      18,856         6,909      6,879    20,001        -         -           -
     14      19,799         6,738      6,708    20,001        -         -           -
     15      20,789         6,571      6,541    20,001        -         -           -

     16      21,829         6,406      6,376    20,001        -         -           -
     17      22,920         6,246      6,216    20,001        -         -           -
     18      24,066         6,088      6,058    20,001        -         -           -
     19      25,270         5,934      5,904    20,001        -         -           -
     20      26,533         5,783      5,753    20,001        -         -           -

     21      27,860         5,635      5,605    20,001        -         -           -
     22      29,253         5,490      5,460    20,001        -         -           -
     23      30,715         5,348      5,318    20,001        -         -           -
     24      32,251         5,208      5,178    20,001        -         -           -
     25      33,864         5,072      5,042    20,001        -         -           -
     35      55,160         3,854      3,824    20,001        -         -           -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                                  CURRENT CHARGES*                GUARANTEED CHARGES**
             PREMIUM              ---------------                 ------------------
 END OF    ACCUMULATED                 CASH                              CASH
CONTRACT  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        10,957      9,930     45,872       10,957      9,930   45,872
     2      11,025        11,966     10,947     45,872       11,966     10,947   45,872
     3      11,576        13,064     12,055     45,872       13,064     12,055   45,872
     4      12,155        14,259     13,415     45,872       14,259     13,415   45,872
     5      12,763        15,558     14,734     45,872       15,558     14,734   45,872

     6      13,401        16,972     16,372     45,872       16,972     16,372   45,872
     7      14,071        18,509     17,940     45,872       18,509     17,940   45,872
     8      14,775        20,179     19,848     45,872       20,179     19,848   45,872
     9      15,513        21,995     21,710     45,872       21,995     21,710   45,872
    10      16,289        23,969     23,939     45,872       23,969     23,939   45,872

    11      17,103        26,328     26,298     45,872       26,328     26,298   45,872
    12      17,959        28,923     28,893     45,872       28,923     28,893   45,872
    13      18,856        31,784     31,754     45,872       31,784     31,754   45,872
    14      19,799        34,948     34,918     45,872       34,948     34,918   45,872
    15      20,789        38,459     38,429     45,872       38,459     38,429   45,872

    16      21,829        42,358     42,328     48,711       42,358     42,328   48,711
    17      22,920        46,659     46,629     52,724       46,659     46,629   52,724
    18      24,066        51,398     51,398     57,051       51,398     51,398   57,051
    19      25,270        56,656     56,656     61,754       56,656     56,656   61,754
    20      26,533        62,423     62,423     68,041       62,423     62,423   68,041

    21      27,860        68,767     68,767     74,268       68,767     68,767   74,268
    22      29,253        75,748     75,748     81,050       75,748     75,748   81,049
    23      30,715        83,394     83,394     89,231       83,394     83,394   89,231
    24      32,251        91,814     91,814     97,323       91,814     91,814   97,323
    25      33,864       101,030    101,030    107,091      101,030    101,030  107,091
    35      55,160       260,810    260,810    273,850      254,329    254,329  267,045
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  6.00%  (5.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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      10,367      9,354    45,872        10,367      9,354    45,872
      2        11,025      10,710      9,716    45,872        10,710      9,716    45,872
      3        11,576      11,057     10,084    45,872        11,057     10,084    45,872
      4        12,155      11,408     10,607    45,872        11,408     10,607    45,872
      5        12,763      11,760     10,983    45,872        11,760     10,983    45,872

      6        13,401      12,111     11,560    45,872        12,111     11,560    45,872
      7        14,071      12,466     11,942    45,872        12,460     11,936    45,872
      8        14,775      12,832     12,537    45,872        12,801     12,507    45,872
      9        15,513      13,209     12,946    45,872        13,130     12,867    45,872
     10        16,289      13,598     13,568    45,872        13,441     13,411    45,872

     11        17,103      14,113     14,083    45,872        13,839     13,809    45,872
     12        17,959      14,648     14,618    45,872        14,215     14,185    45,872
     13        18,856      15,204     15,174    45,872        14,562     14,532    45,872
     14        19,799      15,783     15,753    45,872        14,871     14,841    45,872
     15        20,789      16,385     16,355    45,872        15,134     15,104    45,872

     16        21,829      17,012     16,982    45,872        15,335     15,305    45,872
     17        22,920      17,663     17,633    45,872        15,456     15,426    45,872
     18        24,066      18,341     18,311    45,872        15,474     15,444    45,872
     19        25,270      19,045     19,015    45,872        15,358     15,328    45,872
     20        26,533      19,778     19,748    45,872        15,072     15,042    45,872

     21        27,860      20,541     20,511    45,872        14,576     14,546    45,872
     22        29,253      21,334     21,304    45,872        13,822     13,792    45,872
     23        30,715      22,159     22,129    45,872        12,751     12,721    45,872
     24        32,251      23,016     22,986    45,872        11,289     11,259    45,872
     25        33,864      23,909     23,879    45,872         9,334      9,304    45,872
     35        55,160      35,059     35,029    45,872          -         -        45,872
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  0.00%   (-0.52% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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      9,777      8,794      45,872        9,777      8,794    45,872
      2        11,025      9,523      8,589      45,872        9,523      8,589    45,872
      3        11,576      9,267      8,379      45,872        9,267      8,379    45,872
      4        12,155      9,005      8,300      45,872        9,005      8,300    45,872
      5        12,763      8,737      8,074      45,872        8,737      8,074    45,872

      6        13,401      8,473      8,020      45,872        8,460      8,007    45,872
      7        14,071      8,216      7,796      45,872        8,170      7,752    45,872
      8        14,775      7,966      7,737      45,872        7,863      7,637    45,872
      9        15,513      7,723      7,519      45,872        7,534      7,334    45,872
     10        16,289      7,486      7,456      45,872        7,174      7,144    45,872

     11        17,103      7,314      7,284      45,872        6,834      6,804    45,872
     12        17,959      7,146      7,116      45,872        6,445      6,415    45,872
     13        18,856      6,980      6,950      45,872        6,000      5,970    45,872
     14        19,799      6,818      6,788      45,872        5,487      5,457    45,872
     15        20,789      6,659      6,629      45,872        4,895      4,865    45,872

     16        21,829      6,502      6,472      45,872        4,204      4,174    45,872
     17        22,920      6,349      6,319      45,872        3,390      3,360    45,872
     18        24,066      6,199      6,169      45,872        2,422      2,392    45,872
     19        25,270      6,051      6,021      45,872        1,258      1,228    45,872
     20        26,533      5,907      5,877      45,872         -         -          -

     21        27,860      5,765      5,735      45,872         -         -          -
     22        29,253      5,625      5,595      45,872         -         -          -
     23        30,715      5,489      5,459      45,872         -         -          -
     24        32,251      5,355      5,325      45,872         -         -          -
     25        33,864      5,224      5,194      45,872         -         -          -
     35        55,160      4,039      4,009      45,872         -         -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>


            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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       10,587      9,807    45,872        10,587      9,807      45,872
      2      11,025       11,636     10,856    45,872        11,636     10,856      45,872
      3      11,576       12,785     12,005    45,872        12,785     12,005      45,872
      4      12,155       14,044     13,414    45,872        14,044     13,414      45,872
      5      12,763       15,423     14,793    45,872        15,423     14,793      45,872

      6      13,401       16,934     16,504    45,872        16,934     16,504      45,872
      7      14,071       18,588     18,158    45,872        18,588     18,158      45,872
      8      14,775       20,399     20,169    45,872        20,399     20,169      45,872
      9      15,513       22,382     22,152    45,872        22,382     22,152      45,872
     10      16,289       24,555     24,525    45,872        24,555     24,525      45,872

     11      17,103       26,979     26,949    45,872        26,979     26,949      45,872
     12      17,959       29,647     29,617    45,872        29,647     29,617      45,872
     13      18,856       32,591     32,561    45,872        32,591     32,561      45,872
     14      19,799       35,849     35,819    45,872        35,849     35,819      45,872
     15      20,789       39,465     39,435    45,872        39,465     39,435      45,872

     16      21,829       43,473     43,443    49,994        43,473     43,443      49,994
     17      22,920       47,888     47,858    54,113        47,888     47,858      54,113
     18      24,066       52,753     52,753    58,555        52,753     52,753      58,555
     19      25,270       58,150     58,150    63,383        58,150     58,150      63,383
     20      26,533       64,069     64,069    69,835        64,069     64,069      69,835

     21      27,860       70,580     70,580    76,226        70,580     70,580      76,226
     22      29,253       77,745     77,745    83,186        77,745     77,745      83,186
     23      30,715       85,593     85,593    91,584        85,593     85,593      91,584
     24      32,251       94,235     94,235    99,889        94,235     94,235      99,889
     25      33,864      103,694    103,694   109,915       103,694    103,694     109,915
     35      55,160      267,687    267,687   281,070       261,035    261,035     274,086
</TABLE>



 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00%  (5.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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      10,017      9,237    45,872        10,017     9,237    45,872
      2        11,025      10,415      9,635    45,872        10,415     9,635    45,872
      3        11,576      10,821     10,041    45,872        10,821    10,041    45,872
      4        12,155      11,236     10,606    45,872        11,236    10,606    45,872
      5        12,763      11,657     11,027    45,872        11,657    11,027    45,872

      6        13,401      12,083     11,653    45,872        12,083    11,653    45,872
      7        14,071      12,518     12,088    45,872        12,512    12,082    45,872
      8        14,775      12,970     12,740    45,872        12,940    12,710    45,872
      9        15,513      13,439     13,209    45,872        13,361    13,131    45,872
     10        16,289      13,926     13,896    45,872        13,772    13,742    45,872

     11        17,103      14,453     14,423    45,872        14,188    14,158    45,872
     12        17,959      15,002     14,972    45,872        14,582    14,552    45,872
     13        18,856      15,573     15,543    45,872        14,948    14,918    45,872
     14        19,799      16,167     16,137    45,872        15,279    15,249    45,872
     15        20,789      16,784     16,754    45,872        15,565    15,535    45,872

     16        21,829      17,426     17,396    45,872        15,792    15,762    45,872
     17        22,920      18,094     18,064    45,872        15,943    15,913    45,872
     18        24,066      18,789     18,759    45,872        15,994    15,964    45,872
     19        25,270      19,512     19,482    45,872        15,915    15,885    45,872
     20        26,533      20,264     20,234    45,872        15,672    15,642    45,872

     21        27,860      21,045     21,015    45,872        15,226    15,196    45,872
     22        29,253      21,859     21,829    45,872        14,531    14,501    45,872
     23        30,715      22,705     22,675    45,872        13,530    13,500    45,872
     24        32,251      23,584     23,554    45,872        12,152    12,122    45,872
     25        33,864      24,500     24,470    45,872        10,299    10,269    45,872
     35        55,160      35,934     35,904    45,872          -        -        45,872
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $45,872
                          ISSUE AGE: MALE 55 PREFERRED
                         ISSUE AGE: FEMALE 55 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  0.00%  (-0.52% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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       9,447      8,709      45,872       9,447      8,709    45,872
     2        11,025       9,261      8,536      45,872       9,261      8,536    45,872
     3        11,576       9,068      8,358      45,872       9,068      8,358    45,872
     4        12,155       8,869      8,307      45,872       8,869      8,307    45,872
     5        12,763       8,660      8,111      45,872       8,660      8,111    45,872

     6        13,401       8,453      8,085      45,872       8,440      8,072    45,872
     7        14,071       8,250      7,890      45,872       8,204      7,846    45,872
     8        14,775       8,052      7,861      45,872       7,948      7,759    45,872
     9        15,513       7,857      7,670      45,872       7,667      7,484    45,872
    10        16,289       7,667      7,637      45,872       7,354      7,324    45,872

    11        17,103       7,491      7,461      45,872       7,012      6,982    45,872
    12        17,959       7,319      7,289      45,872       6,622      6,592    45,872
    13        18,856       7,150      7,120      45,872       6,175      6,145    45,872
    14        19,799       6,985      6,955      45,872       5,662      5,632    45,872
    15        20,789       6,822      6,792      45,872       5,069      5,039    45,872

    16        21,829       6,663      6,633      45,872       4,378      4,348    45,872
    17        22,920       6,507      6,477      45,872       3,565      3,535    45,872
    18        24,066       6,353      6,323      45,872       2,598      2,568    45,872
    19        25,270       6,203      6,173      45,872       1,436      1,406    45,872
    20        26,533       6,055      6,025      45,872          31          1    45,872

    21        27,860       5,911      5,881      45,872        -         -          -
    22        29,253       5,769      5,739      45,872        -         -          -
    23        30,715       5,629      5,599      45,872        -         -          -
    24        32,251       5,493      5,463      45,872        -         -          -
    25        33,864       5,359      5,329      45,872        -         -          -
    35        55,160       4,151      4,121      45,872        -         -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF  12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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        10,951     9,924     28,491        10,951    9,924     28,491
     2        11,025        11,939    10,920     28,491        11,939   10,920     28,491
     3        11,576        13,001    11,993     28,491        13,001   11,993     28,491
     4        12,155        14,145    13,303     28,491        14,142   13,299     28,491
     5        12,763        15,393    14,570     28,491        15,369   14,547     28,491

     6        13,401        16,753    16,156     28,491        16,692   16,095     28,491
     7        14,071        18,237    17,670     28,491        18,121   17,556     28,491
     8        14,775        19,855    19,526     28,491        19,671   19,343     28,491
     9        15,513        21,620    21,336     28,491        21,359   21,076     28,491
    10        16,289        23,544    23,514     28,491        23,212   23,182     28,491

    11        17,103        25,861    25,831     28,491        25,472   25,442     28,491
    12        17,959        28,456    28,426     30,448        28,021   27,991     29,982
    13        18,856        31,307    31,277     33,498        30,827   30,797     32,984
    14        19,799        34,445    34,415     36,511        33,916   33,886     35,951
    15        20,789        37,879    37,849     40,151        37,297   37,267     39,535

    16        21,829        41,663    41,633     43,746        41,023   40,993     43,074
    17        22,920        45,801    45,771     48,091        45,097   45,067     47,351
    18        24,066        50,319    50,319     52,835        49,545   49,515     52,022
    19        25,270        55,316    55,316     58,081        54,393   54,393     57,113
    20        26,533        60,808    60,808     63,848        59,702   59,702     62,687

    21        27,860        66,846    66,846     70,188        65,470   65,470     68,743
    22        29,253        73,483    73,483     77,157        71,726   71,726     75,312
    23        30,715        80,780    80,780     84,818        78,502   78,502     82,427
    24        32,251        88,801    88,801     93,240        85,830   85,830     90,121
    25        33,864        97,618    97,618    102,498        93,741   93,741     98,428
    35        55,160       251,572   251,572    254,087       232,000  232,000    234,319
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00%  (5.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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       10,361      9,348    28,491       10,361      9,348    28,491
      2        11,025       10,683      9,689    28,491       10,683      9,689    28,491
      3        11,576       10,992     10,020    28,491       10,992     10,020    28,491
      4        12,155       11,311     10,511    28,491       11,284     10,485    28,491
      5        12,763       11,640     10,865    28,491       11,554     10,780    28,491

      6        13,401       11,980     11,430    28,491       11,795     11,247    28,491
      7        14,071       12,330     11,807    28,491       11,998     11,478    28,491
      8        14,775       12,691     12,398    28,491       12,153     11,862    28,491
      9        15,513       13,064     12,801    28,491       12,244     11,984    28,491
     10        16,289       13,449     13,419    28,491       12,256     12,226    28,491

     11        17,103       13,957     13,927    28,491       12,270     12,240    28,491
     12        17,959       14,486     14,456    28,491       12,171     12,141    28,491
     13        18,856       15,036     15,006    28,491       11,934     11,904    28,491
     14        19,799       15,608     15,578    28,491       11,530     11,500    28,491
     15        20,789       16,203     16,173    28,491       10,915     10,885    28,491

     16        21,829       16,822     16,792    28,491       10,032     10,002    28,491
     17        22,920       17,466     17,436    28,491        8,797      8,767    28,491
     18        24,066       18,136     18,106    28,491        7,094      7,064    28,491
     19        25,270       18,832     18,802    28,491        4,760      4,730    28,491
     20        26,533       19,557     19,527    28,491        1,571      1,541    28,491

     21        27,860       20,310     20,280    28,491         -         -          -
     22        29,253       21,094     21,064    28,491         -         -          -
     23        30,715       21,909     21,879    28,491         -         -          -
     24        32,251       22,757     22,727    28,491         -         -          -
     25        33,864       23,639     23,609    28,491         -         -          -
     35        55,160       34,659     34,629    35,005         -         -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 1
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00%   (-0.52% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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        9,771      8,788     28,491        9,771     8,788    28,491
     2        11,025        9,496      8,564     28,491        9,496     8,564    28,491
     3        11,576        9,212      8,330     28,491        9,200     8,319    28,491
     4        12,155        8,935      8,235     28,491        8,878     8,182    28,491
     5        12,763        8,666      8,008     28,491        8,523     7,875    28,491

     6        13,401        8,404      7,954     28,491        8,126     7,690    28,491
     7        14,071        8,149      7,732     28,491        7,676     7,281    28,491
     8        14,775        7,901      7,673     28,491        7,157     6,948    28,491
     9        15,513        7,659      7,457     28,491        6,550     6,372    28,491
    10        16,289        7,424      7,394     28,491        5,831     5,801    28,491

    11        17,103        7,253      7,223     28,491        5,018     4,988    28,491
    12        17,959        7,086      7,056     28,491        4,028     3,998    28,491
    13        18,856        6,921      6,891     28,491        2,826     2,796    28,491
    14        19,799        6,760      6,730     28,491        1,363     1,333    28,491
    15        20,789        6,602      6,572     28,491         -        -          -

    16        21,829        6,447      6,417     28,491         -        -          -
    17        22,920        6,295      6,265     28,491         -        -          -
    18        24,066        6,145      6,115     28,491         -        -          -
    19        25,270        5,999      5,969     28,491         -        -          -
    20        26,533        5,855      5,825     28,491         -        -          -

    21        27,860        5,714      5,684     28,491         -        -          -
    22        29,253        5,576      5,546     28,491         -        -          -
    23        30,715        5,440      5,410     28,491         -        -          -
    24        32,251        5,307      5,277     28,491         -        -          -
    25        33,864        5,177      5,147     28,491         -        -          -
    35        55,160        4,001      3,971     28,491         -        -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00%  (11.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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       10,581      9,801    28,491        10,581    9,801      28,491
      2        11,025       11,609     10,829    28,491        11,609   10,829      28,491
      3        11,576       12,720     11,940    28,491        12,720   11,940      28,491
      4        12,155       13,929     13,299    28,491        13,923   13,293      28,491
      5        12,763       15,256     14,626    28,491        15,228   14,598      28,491

      6        13,401       16,713     16,283    28,491        16,645   16,215      28,491
      7        14,071       18,312     17,882    28,491        18,188   17,758      28,491
      8        14,775       20,067     19,837    28,491        19,875   19,645      28,491
      9        15,513       21,993     21,763    28,491        21,730   21,500      28,491
     10        16,289       24,109     24,079    28,491        23,785   23,755      28,491

     11        17,103       26,496     26,466    28,615        26,125   26,095      28,491
     12        17,959       29,163     29,133    31,204        28,752   28,722      30,764
     13        18,856       32,085     32,055    34,330        31,632   31,602      33,846
     14        19,799       35,301     35,271    37,419        34,803   34,773      36,890
     15        20,789       38,822     38,792    41,151        38,273   38,243      40,569

     16        21,829       42,701     42,671    44,836        42,097   42,067      44,202
     17        22,920       46,944     46,914    49,290        46,279   46,249      48,592
     18        24,066       51,575     51,575    54,153        50,844   50,844      53,386
     19        25,270       56,696     56,696    59,530        55,854   55,854      58,646
     20        26,533       62,326     62,326    65,441        61,305   61,305      64,369

     21        27,860       68,514     68,514    71,939        67,227   67,227      70,588
     22        29,253       75,317     75,317    79,082        73,651   73,651      77,333
     23        30,715       82,795     82,795    86,935        80,609   80,609      84,639
     24        32,251       91,016     91,016    95,567        88,134   88,134      92,540
     25        33,864      100,054    100,054   105,056        96,258   96,258     101,070
     35        55,160      257,849    257,849   260,427       238,227  238,227     240,608
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00%  (5.48% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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       10,011      9,231     28,491       10,011      9,231     28,491
     2        11,025       10,387      9,607     28,491       10,387      9,607     28,491
     3        11,576       10,756      9,976     28,491       10,754      9,974     28,491
     4        12,155       11,140     10,510     28,491       11,109     10,479     28,491
     5        12,763       11,538     10,908     28,491       11,446     10,816     28,491

     6        13,401       11,952     11,522     28,491       11,759     11,329     28,491
     7        14,071       12,382     11,952     28,491       12,040     11,610     28,491
     8        14,775       12,828     12,598     28,491       12,278     12,048     28,491
     9        15,513       13,292     13,062     28,491       12,459     12,229     28,491
    10        16,289       13,773     13,743     28,491       12,568     12,538     28,491

    11        17,103       14,294     14,264     28,491       12,606     12,576     28,491
    12        17,959       14,837     14,807     28,491       12,536     12,506     28,491
    13        18,856       15,401     15,371     28,491       12,333     12,303     28,491
    14        19,799       15,988     15,958     28,491       11,970     11,940     28,491
    15        20,789       16,598     16,568     28,491       11,405     11,375     28,491

    16        21,829       17,233     17,203     28,491       10,582     10,552     28,491
    17        22,920       17,893     17,863     28,491        9,423      9,393     28,491
    18        24,066       18,580     18,550     28,491        7,816      7,786     28,491
    19        25,270       19,294     19,264     28,491        5,607      5,577     28,491
    20        26,533       20,037     20,007     28,491        2,579      2,549     28,491

    21        27,860       20,810     20,780     28,491         -         -           -
    22        29,253       21,614     21,584     28,491         -         -           -
    23        30,715       22,450     22,420     28,491         -         -           -
    24        32,251       23,319     23,289     28,491         -         -           -
    25        33,864       24,224     24,194     28,491         -         -           -
    35        55,160       35,526     35,496     35,881         -         -           -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>



            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE (VERS. 3)


                              LAST SURVIVOR OPTION
                            POLICY OWNER OPTION: 2
                            INITIAL PREMIUM:  $10,000
                          INITIAL FACE AMOUNT: $28,491
                          ISSUE AGE: MALE 65 PREFERRED
                         ISSUE AGE: FEMALE 65 PREFERRED



ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00%  (-0.52% NET)
<TABLE>
<CAPTION>
                                 CURRENT CHARGES*                GUARANTEED CHARGES**
              PREMIUM            ---------------                 ------------------
 END OF     ACCUMULATED                 CASH                             CASH
CONTRACT  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      9,441      8,703      28,491        9,441    8,703    28,491
      2        11,025      9,233      8,510      28,491        9,233    8,510    28,491
      3        11,576      9,014      8,308      28,491        9,001    8,296    28,491
      4        12,155      8,800      8,242      28,491        8,739    8,185    28,491
      5        12,763      8,590      8,044      28,491        8,442    7,905    28,491

      6        13,401      8,384      8,019      28,491        8,099    7,745    28,491
      7        14,071      8,183      7,826      28,491        7,700    7,362    28,491
      8        14,775      7,986      7,796      28,491        7,229    7,055    28,491
      9        15,513      7,792      7,607      28,491        6,667    6,504    28,491
     10        16,289      7,603      7,573      28,491        5,990    5,960    28,491

     11        17,103      7,429      7,399      28,491        5,179    5,149    28,491
     12        17,959      7,258      7,228      28,491        4,194    4,164    28,491
     13        18,856      7,090      7,060      28,491        2,997    2,967    28,491
     14        19,799      6,926      6,896      28,491        1,541    1,511    28,491
     15        20,789      6,765      6,735      28,491         -       -          -

     16        21,829      6,606      6,576      28,491         -       -          -
     17        22,920      6,451      6,421      28,491         -       -          -
     18        24,066      6,299      6,269      28,491         -       -          -
     19        25,270      6,149      6,119      28,491         -       -          -
     20        26,533      6,003      5,973      28,491         -       -          -

     21        27,860      5,859      5,829      28,491         -       -          -
     22        29,253      5,718      5,688      28,491         -       -          -
     23        30,715      5,580      5,550      28,491         -       -          -
     24        32,251      5,444      5,414      28,491         -       -          -
     25        33,864      5,311      5,281      28,491         -       -          -
     35        55,160      4,112      4,082      28,491         -       -          -
</TABLE>


 *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.

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
CONTRACT WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE CONTRACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A CONTRACT 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 CONTRACT 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>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


To the Board of Directors of
     Hart Life Insurance Company:

We have audited the accompanying statutory balance sheets of Hart Life Insurance
Company (a Connecticut Corporation and wholly owned subsidiary of Hartford Life
and Accident Insurance Company) (the Company) as of December 31, 1999 and 1998,
and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1999. These statutory financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statutory financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 2 of notes to statutory financial
statements. When financial statements are presented for purposes other than for
filing with a regulatory agency, auditing standards generally accepted in the
United States require that an auditors' report on them state whether they are
presented in conformity with accounting principles generally accepted in the
United States. The accounting practices used by the Company vary from accounting
principles generally accepted in the United States as explained and quantified
in Note 2.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with accounting principles generally accepted in the
United States, the financial position of the Company as of December 31, 1999 and
1998, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1999.


<PAGE>

In our opinion, the statutory financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with statutory accounting practices as described in Note 2.





Hartford, Connecticut                                        ARTHUR ANDERSEN LLP
January 31, 2000
<PAGE>

                           HART LIFE INSURANCE COMPANY
                    (FORMERLY ALPINE LIFE INSURANCE COMPANY)
                                 BALANCE SHEETS
                                (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                              AS OF DECEMBER 31,
                                                            --------------------
                                                              1999         1998
                                                            -------      -------
<S>                                                         <C>          <C>
ASSETS
      Bonds                                                 $ 7,617      $ 8,265
      Cash and Short-Term Investments                         2,723        1,791
- --------------------------------------------------------------------------------
         TOTAL CASH AND INVESTED ASSETS                      10,340       10,056
- --------------------------------------------------------------------------------

      Investment Income Due and Accrued                         169          199
      Other Assets                                               39          134
- --------------------------------------------------------------------------------
TOTAL ASSETS                                                $10,548      $10,389
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

LIABILITIES
      Payables to Affiliates                                $    75      $    65
      Federal Income Taxes Accrued                             --            132
      Other Liabilities                                           7          141
- --------------------------------------------------------------------------------
         TOTAL LIABILITIES                                       82          338
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CAPITAL AND SURPLUS
      Common Stock                                            2,500        2,500
      Gross Paid-In and Contributed Surplus                   6,203        6,203
      Unassigned Funds                                        1,763        1,348
- --------------------------------------------------------------------------------
         TOTAL CAPITAL AND SURPLUS                           10,466       10,051
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
TOTAL LIABILITIES, CAPITAL AND SURPLUS                      $10,548      $10,389
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

                 The accompanying notes are an integral part of
                   these statutory basis financial statements.


                                       3
<PAGE>

                           HART LIFE INSURANCE COMPANY
                    (FORMERLY ALPINE LIFE INSURANCE COMPANY)
                            STATEMENTS OF OPERATIONS
                                (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED DECEMBER 31,
                                                             -----------------------------------------------------
                                                             -----------------------------------------------------
                                                                   1999               1998               1997
                                                             ---------------    ---------------    ---------------
<S>                                                          <C>                <C>                <C>
REVENUES
    Net Investment Income                                    $           537    $           559    $           528
    Amortization of Interest Maintenance Reserve                          (7)               (25)               (50)
    Other Revenues                                                      --                 --                    2
- ------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES                                                           530                534                480
- ------------------------------------------------------------------------------------------------------------------


BENEFITS AND EXPENSES
    General Insurance Expenses                                            18                  3               --
    Insurance Taxes, Licenses and Fees                                    51                 58                137
- ------------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES                                               69                 61                137
- ------------------------------------------------------------------------------------------------------------------

NET GAIN FROM OPERATIONS BEFORE FEDERAL INCOME TAX EXPENSE               461                473                343
    Federal Income Tax Expense                                            57                 92                135
- ------------------------------------------------------------------------------------------------------------------
NET GAIN FROM OPERATIONS                                                 404                381                208
- ------------------------------------------------------------------------------------------------------------------

    Net Realized Capital Gains, after tax                                  1               --                 --
- ------------------------------------------------------------------------------------------------------------------
NET INCOME                                                   $           405    $           381    $           208
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

                 The accompanying notes are an integral part of
                   these statutory basis financial statements.


                                       4
<PAGE>

                           HART LIFE INSURANCE COMPANY
                    (FORMERLY ALPINE LIFE INSURANCE COMPANY)
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                                (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED DECEMBER 31,
                                         ---------------------------------------------------
                                               1999              1998              1997
                                         ---------------   ---------------   ---------------
<S>                                      <C>               <C>               <C>
COMMON STOCK,
- --------------------------------------------------------------------------------------------
     Beginning and End of Year           $         2,500   $         2,500   $         2,500
- --------------------------------------------------------------------------------------------

GROSS PAID-IN AND CONTRIBUTED SURPLUS,
- --------------------------------------------------------------------------------------------
     Beginning and End of Year                     6,203             6,203             6,203
- --------------------------------------------------------------------------------------------


UNASSIGNED FUNDS
     Balance, Beginning of Year                    1,348               942               685

     Net Income                                      405               381               208
     Change in Non-Admitted Assets                    10                25                49
- --------------------------------------------------------------------------------------------
     Balance, End of Year                          1,763             1,348               942
- --------------------------------------------------------------------------------------------

CAPITAL AND SURPLUS,
- --------------------------------------------------------------------------------------------
     End of Year                         $        10,466   $        10,051   $         9,645
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>

                 The accompanying notes are an integral part of
                   these statutory basis financial statements.


                                       5
<PAGE>

                           HART LIFE INSURANCE COMPANY
                    (FORMERLY ALPINE LIFE INSURANCE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                (STATUTORY BASIS)
                                     ($000)


<TABLE>
<CAPTION>
                                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                                               ----------------------------------
                                                                                 1999       1998          1997
                                                                               -------   ----------    ----------
<S>                                                                            <C>       <C>           <C>
OPERATING ACTIVITIES
      Net Investment Income                                                    $   680   $      658    $      558
                                                                               -------   ----------    ----------
        TOTAL INCOME                                                               680          658           558
                                                                               -------   ----------    ----------

      Benefits Paid                                                               --           --            (621)
      Federal Income Tax Payments                                                  213           34            84
      Other Expenses                                                                82           84           180
                                                                               -------   ----------    ----------
        TOTAL BENEFITS AND EXPENSES                                                295          118          (357)
                                                                               -------   ----------    ----------

- -----------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                    385          540           915
- -----------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
      PROCEEDS FROM INVESTMENTS SOLD
      Bonds                                                                      2,242          150         1,345
                                                                               -------   ----------    ----------
         NET INVESTMENT PROCEEDS                                                 2,242          150         1,345
                                                                               -------   ----------    ----------

      COST OF INVESTMENTS ACQUIRED
      Bonds                                                                      1,702          153         2,581
                                                                               -------   ----------    ----------
        TOTAL INVESTMENTS ACQUIRED                                               1,702          153         2,581
                                                                               -------   ----------    ----------

- -----------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                         540           (3)       (1,236)
- -----------------------------------------------------------------------------------------------------------------

FINANCING AND MISCELLANEOUS ACTIVITIES
      Net other cash provided (used)                                                 7          (55)           63
- -----------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) FINANCING AND MISCELLANEOUS ACTIVITIES         7          (55)           63
- -----------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS                         932          482          (258)
CASH AND SHORT-TERM INVESTMENTS,    BEGINNING OF YEAR                            1,791        1,309         1,567
- -----------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS,    END OF YEAR                             $    2,723   $    1,791    $    1,309
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

                 The accompanying notes are an integral part of
                   these statutory basis financial statements.


                                       6
<PAGE>

                           HART LIFE INSURANCE COMPANY
                    (FORMERLY ALPINE LIFE INSURANCE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                (STATUTORY BASIS)
                                DECEMBER 31, 1999
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS:
     -----------------------------------------

     Hart Life Insurance Company (formerly Alpine Life Insurance Company) ("Hart
     Life" or the "Company") is a wholly owned subsidiary of Hartford Life and
     Accident Insurance Company ("HLA"), which is a direct subsidiary of
     Hartford Life, Inc. ("HLI"). HLI is indirectly majority owned by The
     Hartford Financial Services Group, Inc. ("The Hartford"). On February 10,
     1997, HLI filed a registration statement, as amended, with the Securities
     and Exchange Commission relating to the initial public offering of HLI
     Class A Common Stock (the "Offering"). Pursuant to the Offering on May 22,
     1997, HLI sold to the public 26 million shares, representing approximately
     18.6% of the equity ownership of HLI. In 1999, Hart Life Insurance Company
     changed its name from Alpine Life Insurance Company. Hart Life is licensed
     in several states to sponsor variable and fixed annuities.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     -------------------------------------------

     BASIS OF PRESENTATION
     ---------------------

     The accompanying Hart Life statutory basis financial statements were
     prepared in conformity with statutory accounting practices prescribed or
     permitted by the National Association of Insurance Commissioners ("NAIC")
     and the State of Connecticut Department of Insurance for 1999 and 1998,
     respectively, and the NAIC and the New Jersey Department of Insurance for
     1997. Certain reclassifications have been made to prior year financial
     information to conform to the current year presentation.

     Current prescribed statutory accounting practices include accounting
     publications of the NAIC, as well as state laws, regulations and general
     administrative rules. Permitted statutory accounting practices encompass
     accounting practices approved by state insurance departments. The Company
     does not follow any permitted statutory accounting practices that have a
     material effect on statutory surplus, statutory net income or risk-based
     capital.

     The preparation of financial statements in conformity with statutory
     accounting principles, requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reported periods. Actual results could differ from those
     estimates. Although some variability is inherent in these estimates,
     management believes the amounts provided are adequate.

     STATUTORY ACCOUNTING PRACTICES VERSUS GAAP
     ------------------------------------------

     Statutory accounting practices and generally accepted accounting principles
     ("GAAP") differ in certain significant respects. These differences
     principally involve:

     (1)  treatment of policy acquisition costs (commissions, underwriting and
          selling expenses, etc.) which are charged to expense when incurred for
          statutory purposes rather than on a pro-rata basis over the expected
          life and gross profit stream of the policy for GAAP purposes;

     (2)  recognition of premium revenues, which for statutory purposes are
          generally recorded as collected or when due during the premium paying
          period of the contract and which for GAAP purposes, for universal life
          policies and investment products, generally only consist of charges
          assessed to policy account balances for cost of insurance, policy
          administration and surrenders. When policy charges received


                                       7
<PAGE>

          relate to coverage or services to be provided in the future, the
          charges are recognized as revenue on a pro-rata basis over the
          expected life and gross profit stream of the policy. Also, for GAAP
          purposes, premiums for traditional life insurance policies are
          recognized as revenues when they are due from policyholders;

     (3)  development of liabilities for future policy benefits, which for
          statutory purposes predominantly use interest rate and mortality
          assumptions prescribed by the NAIC which may vary considerably from
          interest and mortality assumptions used under GAAP;

     (4)  providing for income taxes based on current taxable income only for
          statutory purposes, rather than establishing additional assets or
          liabilities for deferred Federal income taxes to recognize the tax
          effect related to reporting revenues and expenses in different periods
          for financial reporting and tax return purposes or required under
          GAAP;

     (5)  excluding certain assets designated as non-admitted assets (e.g.,
          negative Interest Maintenance Reserve and past due agents' balances)
          from the balance sheet for statutory purposes by directly charging
          surplus;

     (6)  the calculation of post retirement benefits obligation which, for
          statutory accounting, excludes non-vested employees whereas GAAP
          liabilities include a provision for such employees; statutory and GAAP
          accounting permit either immediate recognition of the liability or
          straight-line amortization of the liability over a period not to
          exceed 20 years. For GAAP, The Hartford's obligation was immediately
          recognized, whereas for statutory accounting, the obligation is being
          recognized ratably over a 20-year period;

     (7)  establishing a formula reserve for realized and unrealized losses due
          to default and equity risk associated with certain invested assets
          (Asset Valuation Reserve) for statutory purposes; as well as the
          deferral and amortization of realized gains and losses, caused by
          changes in interest rates during the period the asset is held, into
          income over the remaining life to maturity of the asset sold (Interest
          Maintenance Reserve) for statutory purposes; whereas on a GAAP basis,
          no such formula reserve is required and realized gains and losses are
          recognized in the period the asset is sold;

     (8)  the reporting of reserves and benefits net of reinsurance ceded for
          statutory purposes; whereas on a GAAP basis, reserves are reported
          gross of reinsurance with reserve credits presented as recoverable
          assets;

     (9)  the reporting of fixed maturities at amortized cost for statutory
          purposes, whereas GAAP requires that fixed maturities be classified as
          "held-to-maturity", "available-for-sale" or "trading", based on the
          Company's intentions with respect to the ultimate disposition of the
          security and its ability to affect those intentions. The Company's
          bonds were classified on a GAAP basis as "available-for-sale" and
          accordingly, those investments and common stocks were reflected at
          fair value with the corresponding impact included as a separate
          component of Stockholder's Equity; as well as the change in the basis
          of the Company's other invested assets, which consist primarily of
          limited partnership investments, which is recognized as income under
          GAAP and as a change in surplus under statutory accounting; and

     (10) statutory accounting calculates separate account liabilities using
          prescribed actuarial methodologies, which approximate the market value
          of separate account assets, less applicable surrender charges. The
          separate account surplus generated by these reserving methods is
          recorded as an amount due to or from the separate account on the
          statutory basis balance sheet, with changes reflected in the


                                       8
<PAGE>

          statutory basis results of operations. On a GAAP basis, separate
          account assets and liabilities are held at fair value.

     As of and for the years ended December 31, the significant differences
     between statutory and GAAP basis net income and capital and surplus for the
     Company are as follows:

<TABLE>
<CAPTION>
                                                1999              1998               1997
     ------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                <C>
     GAAP Net Income                      $           267    $           281    $           212

     Amortization of Goodwill                          62                 67                 62
     Deferred taxes                                    87                 59                (21)
     Interest maintenance reserve                     (10)               (25)               (50)
     Other, net                                        (1)                (1)                 5
     ------------------------------------------------------------------------------------------
     Statutory Net Income                 $           405    $           381    $           208
     ------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------

                                                     1999               1998               1997
     ------------------------------------------------------------------------------------------
     GAAP Stockholder's Equity            $        12,468    $        12,320    $        11,970

     Goodwill                                      (2,149)            (2,211)            (2,278)
     Deferred taxes                                   113                 89                 (7)
     Unrealized losses (gains) on bonds                35               (146)               (40)
     Other, net                                        (1)                (1)              --
     ------------------------------------------------------------------------------------------
     Statutory Capital and Surplus        $        10,466    $        10,051    $         9,645
     ------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------
</TABLE>

     AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITIES FOR PREMIUM AND
     ----------------------------------------------------------------------
     OTHER DEPOSIT FUNDS
     -------------------

     Aggregate reserves for payment of future life, health and annuity benefits
     were computed in accordance with applicable actuarial standards.
     Accumulation and on-benefit annuity reserves are based principally on
     individual annuity tables at various rates ranging from 4.5% to 10% and
     using the Commissioners Annuity Reserve Valuation Method ("CARVM").

     INVESTMENTS
     -----------

     Investments in bonds are carried at amortized cost. Bonds that are deemed
     ineligible to be held at amortized cost by the NAIC Securities Valuation
     Office ("SVO") are carried at the appropriate SVO published value. When a
     reduction in the value of a security is deemed to be unrecoverable, the
     decline in value is reported as a realized loss and the carrying value is
     adjusted accordingly. Short-term investments consist of money market funds
     and are stated at cost, which approximates fair value.

     The Asset Valuation Reserve ("AVR") is designed to provide a standardized
     reserving process for realized and unrealized losses due to default and
     equity risks associated with invested assets. As of December 31, 1999 and
     1998, the AVR balance was immaterial. Additionally, the Interest
     Maintenance Reserve ("IMR") captures net realized capital gains and losses,
     net of applicable income taxes, resulting from changes in interest rates
     and amortizes these gains or losses into income over the life of the bond.
     The IMR balance as of December 31, 1999 and December 31, 1998 were asset
     balances of $1 and $10, respectively, and are reflected as non-admitted
     assets in Unassigned Funds in accordance with statutory accounting
     practices. Realized capital gains and losses, net of taxes, not included in
     the IMR are reported in the statutory basis


                                       9
<PAGE>

     statements of operations. Realized investment gains and losses are
     determined on a specific identification basis.

     CODIFICATION
     ------------

     The NAIC adopted the Codification of Statutory Accounting principles in
     March 1998. The proposed effective date for this statutory accounting
     guidance is January 1, 2001. It is expected that Connecticut, the Company's
     domiciliary state, will adopt these accounting standards and, therefore,
     the Company will make the necessary accounting and reporting changes
     required for implementation. The Company has not yet determined the impact
     that these new accounting standards will have on its statutory basis
     financial statements.

3. INVESTMENTS:
   ------------

     (a)  COMPONENTS OF NET INVESTMENT INCOME
     ----------------------------------------

<TABLE>
<CAPTION>
                                                                            1999             1998            1997
     -------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>             <C>
     Interest income from bonds and short-term investments                 $ 543            $ 561           $ 529
     Interest and dividends from other investments                             -                3               1
     -------------------------------------------------------------------------------------------------------------
     Gross investment income                                                 543              564             530
           Less: Investment expenses                                          (6)              (5)             (2)
     -------------------------------------------------------------------------------------------------------------
     -------------------------------------------------------------------------------------------------------------
     NET INVESTMENT INCOME                                                 $ 537            $ 559           $ 528
     -------------------------------------------------------------------------------------------------------------
</TABLE>

     (b)  COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND
     ---------------------------------------------------------------------
          SHORT-TERM INVESTMENTS
          ----------------------

<TABLE>
<CAPTION>
                                                                            1999             1998            1997
     -------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>              <C>
     Gross unrealized capital gains                                          $ 5            $ 142            $ 52
     Gross unrealized capital losses                                         (39)              (1)            (12)
     -------------------------------------------------------------------------------------------------------------
     Net unrealized capital (losses) gains                                   (34)             141              40
     Balance, beginning of year                                              141               40             (56)
     -------------------------------------------------------------------------------------------------------------
     Change in net unrealized capital (losses) gains
        on bonds and short-term investments                               $ (175)           $ 101            $ 96
     -------------------------------------------------------------------------------------------------------------
     -------------------------------------------------------------------------------------------------------------
</TABLE>

     (C)  COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
     ------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             1999            1998             1997
     --------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>              <C>
     Bonds and short-term investments                                         $ 3            $ -              $ (1)
     --------------------------------------------------------------------------------------------------------------
     Realized capital gains (losses)                                            3               -               (1)
     Capital gains tax                                                          -               -                -
     --------------------------------------------------------------------------------------------------------------
     Net realized capital gains (losses)                                        3               -               (1)
        Less: amount transferred to the IMR                                     2               -               (1)
     --------------------------------------------------------------------------------------------------------------
     Net realized capital gains                                               $ 1             $ -              $ -
     --------------------------------------------------------------------------------------------------------------
     --------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

     Sales and maturities of investments in bonds and short-term investments for
     the years ended December 31, 1999, 1998, and 1997 resulted in proceeds of
     $18,822, $11,904, and $19,775, gross realized capital gains of $3 for 1999,
     immaterial gross realized capital gains for 1998 and 1997, before transfer
     to the IMR, and immaterial gross realized capital losses for 1999, 1998 and
     1997.

     (D) DERIVATIVE INVESTMENTS
     --------------------------

     The Company had no significant derivative holdings as of December 31, 1999
     or 1998.

     (E) CONCENTRATION OF CREDIT RISK
     --------------------------------

     Excluding U.S. government and government agency investments, the Company is
     not exposed to any significant concentration of credit risk in fixed
     maturities of a single issuer greater than 10% of capital and surplus as of
     December 31, 1999.

     (F) BONDS AND SHORT-TERM INVESTMENTS
     ------------------------------------

<TABLE>
<CAPTION>
                                                                                     GROSS           GROSS         ESTIMATED
                                                                 AMORTIZED         UNREALIZED      UNREALIZED        FAIR
                            1999                                    COST             GAINS           LOSSES          VALUE
     -----------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>             <C>             <C>
     U.S government and government agencies and authorities:
           -Guaranteed and sponsored                             $  7,617              $ 5           $ (39)        $  7,583
     Short-term investments                                         2,144                -               -            2,144
     Certificates of deposit                                         500                 -               -             500
     -----------------------------------------------------------------------------------------------------------------------
     Total bonds and short-term investments                      $ 10,261              $ 5           $ (39)        $ 10,227
     -----------------------------------------------------------------------------------------------------------------------
     -----------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                                     GROSS           GROSS         ESTIMATED
                                                                 AMORTIZED         UNREALIZED      UNREALIZED        FAIR
                            1998                                    COST             GAINS           LOSSES          VALUE
     -----------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>             <C>             <C>
     U.S government and government agencies and authorities:
           -Guaranteed and sponsored                             $  8,265            $ 142            $ (1)        $  8,406
     Short-term investments                                         1,287                -               -            1,287
     Certificates of deposit                                          500                -               -              500
     -----------------------------------------------------------------------------------------------------------------------
     Total bonds and short-term investments                      $ 10,052            $ 142            $ (1)        $ 10,193
     -----------------------------------------------------------------------------------------------------------------------
     -----------------------------------------------------------------------------------------------------------------------
</TABLE>

     The amortized cost and estimated fair value of bonds and short-term
     investments as of December 31, 1999 by estimated maturity year are shown
     below. Expected maturities differ from contractual maturities due to call
     or prepayment provisions.

<TABLE>
<CAPTION>
                                                          AMORTIZED           FAIR
                      MATURITY                              COST              VALUE
     --------------------------------------------------------------------------------
<S>                                                       <C>               <C>
     One year or less                                     $  5,801          $  5,782
     Over one year through five years                        4,460             4,445
     --------------------------------------------------------------------------------
     Total                                                $ 10,261          $ 10,227
     --------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

          Bonds with a carrying value of $6,815 were on deposit as of December
          31, 1999 with various regulatory authorities as required.

     (G) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS
     -----------------------------------------------------------

<TABLE>
<CAPTION>
                                                              1999                              1998
                                                    --------------------------        --------------------------
                                                                     ESTIMATED                         ESTIMATED
                                                    CARRYING           FAIR           CARRYING           FAIR
                                                     AMOUNT            VALUE           AMOUNT            VALUE
- ----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>              <C>              <C>
      Assets
                Bonds and short-term investments    $ 10,261         $ 10,227         $ 10,052          $10,193
</TABLE>

     The estimated fair value of bonds and short-term investments was determined
     by the Company primarily using NAIC market values.

4.   AGGREGATE RESERVES FOR FUTURE BENEFITS AND REINSURANCE
     ------------------------------------------------------

     The Company's existing life reserves consist of deferred fixed annuities
     and supplementary contracts. The Company cedes 100% of its insurance to Met
     Life Security Insurance Company of Louisiana in order to eliminate its
     insurance risk. Ceding this business, however, does not relieve the Company
     of its primary liability to its policyholders, and therefore, if the
     assuming reinsurer does not fulfill its obligations, the Company may suffer
     losses.

     There were no material reinsurance premiums assumed or ceded or reinsurance
     recoverables from reinsurers outstanding as of, and for the years ended
     December 31, 1999, 1998 or 1997.

     The effect of reinsurance on reserve for future benefit balances as of
     December 31, is summarized as follows:

<TABLE>
<CAPTION>
                                                                            1999                  1998
               -----------------------------------------------------------------------------------------
<S>                                                                       <C>                  <C>
               Annuities                                                  $ 27,222             $ 29,059
               Supplemental contracts                                          136                1,355
               -----------------------------------------------------------------------------------------
                                                                            27,358               30,414
               Reinsurance ceded                                           (27,358)             (30,414)
               -----------------------------------------------------------------------------------------
               Reserves for Future Benefits, net                          $   -                $   -
               -----------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

     An analysis of Annuity Actuarial Reserves and Deposit Liabilities by
     Withdrawal Characteristics as of December 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                            % OF
                                                               AMOUNT       TOTAL
     ----------------------------------------------------------------------------
<S>                                                           <C>          <C>
     At book value without adjustment (minimal or
     no charge or adjustment):                                $ 6,538       23.9%

     Not subject to discretionary withdrawal                   20,820       76.1%
     ----------------------------------------------------------------------------
     Total, gross                                              27,358      100.0%

     Reinsurance ceded                                         27,358      100.0%
     ----------------------------------------------------------------------------
     Total, net                                               $     -
     ----------------------------------------------------------------
     ----------------------------------------------------------------
</TABLE>

5.   RELATED PARTY TRANSACTIONS:
     ---------------------------

     Transactions between the Company and its affiliates relate principally to
     tax settlements, rental and service fees, capital contributions and
     payments of dividends.

6.   FEDERAL INCOME TAXES:
     ---------------------

     The Company and The Hartford have entered into a tax sharing agreement
     under which each member in the consolidated U.S. Federal income tax return
     will make payments between them such that, with respect to any period, the
     amount of taxes to be paid by the Company, subject to certain adjustments,
     generally will be determined as though the Company were filing separate
     Federal, state and local income tax returns.

     As long as The Hartford continues to own at least 80% of the combined
     voting power and 80% of the value of the outstanding capital stock of HLI,
     the Company will be included for Federal income tax purposes in the
     affiliated group of which The Hartford is the common parent. The Hartford
     and its non-life subsidiaries filed a single consolidated Federal income
     tax return for 1998 and 1997, and intend to file a separate consolidated
     Federal income tax return for 1999. The life insurance companies filed a
     separate consolidated Federal income tax return for 1998 and 1997, and
     intend to file a separate consolidated Federal income tax return for 1999.
     Federal income taxes paid by the Company were $213, $34, and $84 in 1999,
     1998 and 1997, respectively. The effective tax rate was 12%, 20%, and 39%
     in 1999, 1998 and 1997, respectively.

     The following schedule provides a reconciliation of the tax provision
     (including realized capital gains (losses)) at the U.S. Federal Statutory
     rate to Federal income tax expense:

<TABLE>
<CAPTION>
                                                           1999         1998       1997
- -----------------------------------------------------------------------------------------
<S>                                                      <C>         <C>         <C>
Tax provision at U.S. Federal Statutory rate             $    162    $    166    $    120
Amortization of goodwill                                     (113)        (81)       --
Investments and Other                                           8           7          15
- -----------------------------------------------------------------------------------------
Federal income tax expense                               $     57    $     92    $    135
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>


                                       13
<PAGE>

7.   CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:
     ----------------------------------------------------------

     The maximum amount of dividends which can be paid to shareholders by
     Connecticut domiciled insurance companies, without prior approval, is
     generally restricted to the greater of 10% of surplus as of the preceding
     December 31st or the net gain from operations for the previous year.
     Dividends are paid as determined by the Board of Directors and are not
     cumulative. No dividends were paid in 1999, 1998 or 1997. The amount
     available for dividend in 2000 is approximately $797.

8.   COMMITMENTS AND CONTINGENT LIABILITIES:
     ---------------------------------------

     The Company is involved in various legal actions, which have arisen in the
     normal course of its business. In the opinion of management, the ultimate
     liability with respect to such lawsuits, as well as other contingencies, is
     not considered to be material in relation to the capital and surplus of the
     Company.

     Under insurance guaranty fund laws in each state, insurers licensed to do
     business can be assessed up to prescribed limits for policyholder losses
     incurred by insolvent companies. In the opinion of management, guaranty
     fund assessments are not considered to be material in relation to the
     capital and surplus of the Company as of December 31, 1999 and 1998.

     The Company's Federal income tax returns are routinely audited by the
     Internal Revenue Service ("IRS"). The Company's 1997 and 1996 Federal
     income tax returns are currently under audit by the IRS. As of March 31,
     2000, the audit was in its initial stage and no material issues had been
     raised.


                                       14
<PAGE>

                                     PART II


<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

        The facing sheet.

        The prospectus consisting of___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"), (now known as Hart Life Insurance Company),
                 authorizing the establishment of the Separate Account.(1)

        (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.(2)

        (A6a)    Charter of Hart Life Insurance Company(2) and Certificate of
                 Amendment.

        (A6b)    Bylaws of Hart Life Insurance Company (formerly Alpine Life
                 Insurance Company).(1)

         (A7)    Not applicable.

- --------
1 Incorporated by reference to the Pre-Effective Amendment No. 1 of the
  Registration Statement No. 333-65511 filed on April 12, 1999.
2 Incorporated by reference to the initial filing of Registration No. 333-65437
  filed on October 9, 1998.


<PAGE>

         (A8)    Not applicable.

         (A9)    Not applicable.

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

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

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

(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 Deanne Osgood, FSA, MAAA.

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

(7)  Power of Attorney.

(8)  Organizational Chart.


<PAGE>

                    REPRESENTATION OF REASONABLENESS OF FEES

Hart Life Insurance Company ("Hart Life") 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 Hart
Life.

                           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.   Hart Life 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

     Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes
     ("CGS") provide that a corporation may provide indemnification of or
     advance expenses to a director, officer, employee or agent. Reference is
     hereby made to Section 33-771(e) of CGS regarding indemnification of
     directors and Section 33-776(d) of CGS regarding indemnification of
     officers, employees and agents of Connecticut corporations. These statutes
     provide, in general, that Connecticut corporations incorporated prior to
     January 1, 1997 shall, except to the extent that their certificate of
     incorporation expressly provides otherwise, indemnify their directors,
     officers, employees and agents against "liability" (defined as the
     obligation to pay a judgment, settlement, penalty, fine, including an
     excise tax assessed with respect to an employee benefit plan, or reasonable
     expenses incurred with respect to a proceeding) when (1) a determination is
     made pursuant to Section 33-775 that the party seeking indemnification has
     met the standard of conduct set forth in Section 33-771 or (2) a court has
     determined that indemnification is appropriate pursuant to Section 33-774.
     Under Section 33-775, the determination of and the authorization for
     indemnification are made (a) by the disinterested directors, as defined in
     Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d)
     in the case of indemnification of an officer, agent or employee of the
     corporation, by the general counsel of the corporation or such other
     officer(s) as the board of directors may specify. Also,


<PAGE>

     Section 33-772 provides that a corporation shall indemnify an individual
     who was wholly successful on the merits or otherwise against reasonable
     expenses incurred by him in connection with a proceeding to which he was a
     party because he was a director of the corporation. In the case of a
     proceeding by or in the right of the corporation or with respect to conduct
     for which the director, officer, agent or employee was adjudged liable on
     the basis that he received a financial benefit to which he was not
     entitled, indemnification is limited to reasonable expenses incurred in
     connection with the proceeding against the corporation to which the
     individual was named a party.

     Under the Depositor's bylaws, the Depositor must indemnify both directors
     and officers of the Depositor for (1) any claims and liabilities to which
     they become subject by reason of being or having been directors or officers
     of the Depositor and (2) legal and other expenses incurred in defending
     against such claims, in each case, to the extent such is consistent with
     statutory provisions.

     Section 33-777 of CGS specifically authorizes a corporation to procure
     indemnification insurance on behalf of an individual who was a director,
     officer, employer or agent of the corporation. Consistent with the statute,
     the directors and officers of the Depositor 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.

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

- --------------------------------------------------------------------------------
NAME                            POSITION WITH HART
- --------------------------------------------------------------------------------
David A. Carlson                Vice President
- --------------------------------------------------------------------------------
Mary Jane B. Fortin             Vice President & Chief Accounting Officer
- --------------------------------------------------------------------------------
David T. Foy                    Senior Vice President and Treasurer, Director*
- --------------------------------------------------------------------------------
Lynda Godkin                    Senior Vice President, General Counsel &
                                Corporate Secretary, Director*
- --------------------------------------------------------------------------------
Thomas M. Marra                 Director*
- --------------------------------------------------------------------------------
Craig R. Raymond                Senior Vice President & Chief Actuary
- --------------------------------------------------------------------------------

Lowndes A. Smith                President & Chief Executive Office, Director*
- --------------------------------------------------------------------------------

David M. Znamierowski           Senior Vice President & Chief Investment
                                Officer, Director*
- --------------------------------------------------------------------------------
* Denotes Board of Directors.

     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 pursuant to Rule 485(b) 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 11th day of April, 2000.

SEPARATE ACCOUNT TWO OF
HART LIFE INSURANCE COMPANY
      (Registrant)

*By:     Lynda Godkin
    ----------------------------------------------
         Lynda Godkin, Senior Vice President,
         General Counsel and Corporate Secretary*

                                                     *By: /s/ Marianne O'Doherty
                                                         -----------------------
                                                           Marianne O'Doherty
                                                           Attorney-in-Fact

HART LIFE INSURANCE COMPANY
      (Depositor)

*By:     Lynda Godkin
    ----------------------------------------------
         Lynda Godkin, Senior Vice President,
         General Counsel and Corporate Secretary*

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.

David T. Foy, Senior Vice President and
     Treasurer, Director*
Lynda Godkin, Senior Vice President, General       *By: /s/ Marianne O'Doherty
     Counsel and Corporate Secretary, Director*        -----------------------
Thomas M. Marra, Director*                                Marianne O'Doherty
Lowndes A. Smith, President and Chief                     Attorney-in-fact
     Executive Officer, Director *

David M. Znamierowski, Senior Vice President and          Date:  April 11, 2000
     Chief Investment Officer, Director*


<PAGE>

                                  EXHIBIT INDEX

(1)(A6a) Certificate of Amendment.

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

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

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

(7)      Power of Attorney.

(8)      Organizational Chart.



<PAGE>

                              CERTIFICATE OF AMENDMENT
                                 STOCK CORPORATION
                       OFFICE OF THE SECRETARY OF THE STATE
       30 TRINITY STREET/P.O. BOX 150470/HARTFORD, CT 06115-0470/NEW/1-97
- -------------------------------------------------------------------------------
                                     SPACE FOR OFFICE USE ONLY
                                FILING #0002055684 PG 01 OF 05 VOL B-00308
                                    FILED 12/22/1999 10:05 AM PAGE 02979
                                          SECRETARY OF THE STATE
                                   CONNECTICUT SECRETARY OF THE STATE

- -------------------------------------------------------------------------------
1. NAME OF CORPORATION:

   Alpine Life Insurance Comapny
- -------------------------------------------------------------------------------
2. THE CERTIFICATE OF INCORPORATION IS (CHECK A., B. OR C.):

  X  A. AMENDED.
- ----
     B. AMENDED AND RESTATED.
- ----
     C. RESTATED.
- ----
- -------------------------------------------------------------------------------
3. TEXT OF EACH AMENDMENT/RESTATEMENT:

    The Amended and Restated Certificate of Incorporation is amended by the
    following resolution recommended by the Board of Directors on
    December 14, 1999 and adopted by the Sole Shareholder on
    December 14, 1999:

        RESOLVED, that the Amended and Restated Certificate of Incorporation
        of the Company be amended by changing the name of the Company in
        each place that such name therein appears, such that the new name of
        the Company shall be

                        HART LIFE INSURANCE COMPANY

        such change to become effective as soon as is practicable. All other
        sections of the Amended and Restated Certificate of Incorporation
        shall remain unchanged and continue in full force and effect.






     (PLEASE REFERENCE AN 8 1/2 X 11 ATTACHMENT IF ADDITIONAL SPACE IS NEEDED)
- -------------------------------------------------------------------------------

<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                      SPACE FOR OFFICE USE ONLY
                                FILING #0002055684 PG 02 OF 05 VOL B-00308
                                    FILED 12/22/1999 10:05 AM PAGE 02980
                                          SECRETARY OF THE STATE
                                   CONNECTICUT SECRETARY OF THE STATE
- -------------------------------------------------------------------------------
4. VOTE INFORMATION (CHECK A., B. OR C.)

 X   A. THE RESOLUTION WAS APPROVED BY SHAREHOLDERS AS FOLLOWS:
- ----    (SET FORTH ALL VOTING INFORMATION REQUIRED BY CONN. GEN. STAT.
        SECTION 33-800 AS AMENDED IN THE SPACE PROVIDED BELOW)

         The number of outstanding shares of the Corporation's common capital
         stock entitled to vote thereon was 10,000. The vote favoring
         adoption was 10,000 shares, which was sufficient for approval of the
         resolution.




- -------------------------------------------------------------------------------
    B. THE AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WITHOUT
- ----   SHAREHOLDER ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR ADOPTION.

    C. THE AMENDMENT WAS ADOPTED BY THE INCORPORATORS WITHOUT SHAREHOLDER
- ----   ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR ADOPTION.
- -------------------------------------------------------------------------------
                            5. EXECUTION
- -------------------------------------------------------------------------------
                 Dated this 14th day of December, 1999
- -------------------------------------------------------------------------------
   Thomas A. Klee          Assistant Corporate Secretary   /s/ Thomas A. Klee
  ----------------         -----------------------------   -------------------
PRINT OR TYPE NAME OF        CAPACITY OF SIGNATORY               SIGNATURE
     SIGNATORY
- -------------------------------------------------------------------------------

<PAGE>
- -------------------------------------------------------------------------------
                                FILING #0002055684 PG 03 OF 05 VOL B-00308
                                    FILED 12/22/1999 10:05 AM PAGE 02981
                                          SECRETARY OF THE STATE
                                   CONNECTICUT SECRETARY OF THE STATE


                     ALPINE LIFE INSURANCE COMPANY

                       UNANIMOUS WRITTEN CONSENT
                                OF THE
                            SOLE SHAREHOLDER


HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, being the sole shareholder of
ALPINE LIFE INSURANCE COMPANY, (the "Company") hereby consents in accordance
with Section 33-698 of the Connecticut Business Corporation Act, through the
undersigned officer, to the following resolutions, such action to have the
same force and effect as if taken at a meeting of the Shareholders of the
Company duly called and held for such purpose:

CHANGE OF CORPORATE NAME
- ------------------------

     WHEREAS, the undersigned sole shareholder deems it in the best interest
     of the Company to change the Company's name by amending the Amended and
     Restated Certificate of Incorporation; and

     WHEREAS, the Board of Directors of the Company has adopted resolutions
     recommending such amendment;

     NOW, THEREFORE, BE IT

     RESOLVED, that the Amended and Restated Certificate of Incorporation
     of the Company be amended by changing the name of the Company in each
     place that such name therein appears, such that the new name of the
     Company shall be

                    HART LIFE INSURANCE COMPANY

     such change to become effective as soon as is practicable. All other
     sections of the Amended and Restated Certificate of Incorporation shall
     remain unchanged and continue in full force and effect; and be it further

     RESOLVED, that the Board of Directors and officers of the Company are,
     and each of the officers acting singly is, authorized and directed to
     prepare and file the Certificate of Amendment and to do all acts and
     things and to sign, seal, execute, acknowledge, certify, file, deliver
     and record all papers, instruments, documents, agreements and
     certificates, and to pay all charges, fees, taxes and other expenses, as
     they or any of them may determine from time to time to be necessary or
     appropriate in order to effectuate the purposes of the foregoing
     resolution in each jurisdiction in which the Company is authorized,
     qualified or licensed to do business.

<PAGE>

                                FILING #0002055684 PG 04 OF 05 VOL B-00308
                                    FILED 12/22/1999 10:05 AM PAGE 02982
                                          SECRETARY OF THE STATE
                                   CONNECTICUT SECRETARY OF THE STATE


IN WITNESS WHEREOF, the undersigned has executed this Consent as of the 14th
day of December, 1999, the effective date of this action.





                               HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

                               By: /s/ Lowndes A. Smith
                                  --------------------------------------------
                                  Name: Lowndes A. Smith
                                  Title: President and Chief Executive Officer



<PAGE>

[LOGO]                            STATE OF CONNECTICUT
                                  INSURANCE DEPARTMENT

                                FILING #0002055684 PG 05 OF 05 VOL B-00308
                                    FILED 12/22/1999 10:05 AM PAGE 02983
                                          SECRETARY OF THE STATE
                                   CONNECTICUT SECRETARY OF THE STATE


     THIS IS TO CERTIFY, THAT THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE
OF INCORPORATION OF ALPINE LIFE INSURANCE COMPANY, WITH RESPECT TO THE CHANGE
OF NAME TO HART LIFE INSURANCE COMPANY, HAS BEEN REVIEWED AND APPROVED.





                             WITNESS MY HAND AND OFFICIAL SEAL, AT HARTFORD,
                                    THIS 21ST DAY OF DECEMBER, 1999


                                         /s/ George M. Reider
                                         ----------------------
                                         Insurance Commissioner


<PAGE>

                                                                          [LOGO]

April 6, 2000                             LYNDA GODKIN
                                          Senior Vice President, General Counsel
                                          Corporate Secretary
Board of Directors
Hart Life Insurance Company
200 Hopmeadow Street
Simsbury, CT  06089

RE:  SEPARATE ACCOUNT TWO ("Separate Account")
     HART LIFE INSURANCE COMPANY ("Company")
     FILE NO.  333-65511

Dear Sir/Madam:

In my capacity as General Counsel of the Company, I have supervised the
establishment of the Separate Account by the Board of Directors of the Company
as a separate account for assets applicable to Policies offered by the Company
pursuant to Connecticut Law. I have participated in the preparation of the
registration statement for the Separate Account on Form S-6 under the Securities
Act of 1933 with respect to the Policies.

I am of the following opinion:

1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance company under the laws of the State of Connecticut and is
     duly authorized by the Insurance Department of the State of Connecticut to
     issue the Policies.

2.   The Separate Account is a duly authorized and existing separate account
     established pursuant to the provisions of Section 38a-433 of the
     Connecticut Statutes.

3.   To the extent so provided under the Policies, that portion of the assets of
     the Separate Account equal to the reserves and other contract liabilities
     with respect to the Separate Account will not be chargeable with
     liabilities arising out of any other business that the Company may conduct.

4.   The Policies, when issued as contemplated by the Form S-6 Registration
     Statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form S-6
registration statement for the Policies and the Separate Account.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin



<PAGE>

                                           [LOGO]

                                           DEANNE OSGOOD, FSA, MAAA
                                           Vice President & Director of
                                           Individual Annuity Product Management

April 6, 2000

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

Re:   Hart Life Variable Life
      File No. 333-65511

Dear Sir/Madam:

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 Hartford 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 utilizing 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 Statement of Additional Information included as a part of such
Form S-6 Registration Statement.

Very truly yours,

/s/ Deanne Osgood

Deanne Osgood, FSA, MAAA
Vice President & Director of Individual Annuity Product Management


<PAGE>

                                                            ARTHUR ANDERSEN LLP

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    -----------------------------------------

As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-65511 for Hart Life Insurance Company
Separate Account Two on Form S-6.

                                                        /s/ Arthur Andersen LLP

Hartford, Connecticut
April 7, 2000



<PAGE>

                         HARTFORD LIFE INSURANCE COMPANY

                                POWER OF ATTORNEY

                                  David T. Foy
                                  Lynda Godkin
                                 Thomas M. Marra
                                Lowndes A. Smith
                               Raymond P. Welnicki
                               Lizabeth H. Zlatkus
                              David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Marta Czekajewski to sign as their agent
any Registration Statement, pre-effective amendment, post-effective amendment
and any application for exemptive relief of the Hartford Life Insurance Company
under the Securities Act of 1933 and/or the Investment Company Act of 1940, and
do hereby ratify such signatures heretofore made by such persons.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

/s/ David T. Foy
- --------------------------------            Dated as of January 15, 2000
David T. Foy

/s/ Lynda Godkin
- --------------------------------            Dated as of January 15, 2000
Lynda Godkin

/s/ Thomas M. Marra
- --------------------------------            Dated as of January 15, 2000
Thomas M. Marra

/s/ Lowndes A. Smith
- --------------------------------            Dated as of January 15, 2000
Lowndes A. Smith

/s/ Raymond P. Welnicki
- --------------------------------            Dated as of January 15, 2000
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus
- --------------------------------            Dated as of January 15, 2000
Lizabeth H. Zlatkus

/s/ David M. Znamierowski
- --------------------------------            Dated as of January 15, 2000
David M. Znamierowski



<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                          HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
  HARTFORD LIFE    |       |              |                   |                |               |          PLANCO         PLANCO
INTERNATIONAL, LTD.|       |              |                   |                |               |         FINANCIAL    INCORPORATED
  (CONNECTICUT)    |       |              |                   |                |               |         SERVICES,   (PENNSYLVANIA)
                   |       |              |                   |                |               |       INCORPORATED
                   |       |              |                   |                |               |       (PENNSYLVANIA)
                   |       |              |                   |                |               |
                   |   HART LIFE   HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN
                   |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE
                   |    COMPANY    INSURANCE COMPANY    (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY
                   | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)
                   |                                          |                |               |
                   |      -------------------------------------                |       AML FINANCIAL, INC.
                   |      |                 |                 |                |         (CONNECTICUT)
                   |SERVUS LIFE          HARTFORD          HARTFORD            |
                   | INSURANCE         INTERNATIONAL       LIFE AND            |
                   |  COMPANY        LIFE REASSURANCE  ANNUITY INSURANCE       |
                   |(CONNECTICUT)      CORPORATION         COMPANY             |
                   |                  (CONNECTICUT)     (CONNECTICUT)          |
                   |                                          |                |
                   |                                          |                |
                   |                                       HARTFORD            |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|                               -----------------------------------------------------------------------
         |                                         |                     |                  |                            |
   INTERNATIONAL                            HL INVESTMENT           HARTFORD       HARTFORD SECURITIES      HARTFORD-COMPREHENSIVE
     CORPORATE                              ADVISORS, LLC         EQUITY SALES        DISTRIBUTION                  EMPLOYEE
MARKETING GROUP, INC.                       (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.              BENEFIT SERVICE
   (CONNECTICUT)                                 |                (CONNECTICUT)       (CONNECTICUT)                  COMPANY
         |                                       |                                                                (CONNECTICUT)
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                            Hartford Accidental and Indemnity Company
     |           |                                         (Connecticut)
     |           |                                              |
     |           |                                      Hartford Life, Inc
     |           |                                           (Delaware)
     |           |                                              |
     |           |                          Hartford Life and Accident Insurance Company
     |           |                                        (Connecticut)
     |           |                                              |
     |           |                                         HARTFORD LIFE
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |
     |           |                                |        ITT HARTFORD
     |           |                                |    ----SUDAMERICANA
     |           |                                |   |     HOLDING S.A.
     |           |                                |   |    (ARGENTINA)
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |      ITT HARTFORD          GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |------DE VIDA S.A.      DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |
     |           |             ICATU              |   |        HARTFORD
     |           |            HARTFORD            |   |---SEGUROS DE VIDA S.A.
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)                |
     |           |                |                   |
     |           |                |                   |        HARTFORD
     |           |   -- ----------|                   |-------SEGUROS DE
     |           |   |            |                   |       RETIRO S.A.
     |           |   |            |                   |       (ARGENTINA)
     |-----------|----------------|-------------------|--------------------------------------------------------------------------
     |           |   |            |                   |
     |           |   |      ICATU HARTFORD            |  CONSULTORA DE CAPITALES
     |           |   |     FUNDO DE PENSAO            |   S.A. SOCIEDAD GERENTE
     |           |   |         (BRAZIL)               |----DE FONDOS COMUNES
     |           |   |            |                   |      DE ENVERSION
     |           |   |            |                   |       (ARGENTINA)
     |           |   |      ICATU HARTFORD            |
     |           |   |    CAPITALIZACAO S.A.          |          CLARIDAD
     |           |   |         (BRAZIL)               |     ADMINISTRADORA DE
     |           |   |            |                   |---FONDOS DE JUBILACIONES
     |           |   |        BRAZILCAP               |      Y PENSIONES S.A.
     |           |   |     CAPITALIZACAO S.A.         |       (ARGENTINA)
     |           |   |         (BRAZIL)               |
     |           |   |                                |
     |           |    --------------------------      |
     |           |---------------              |      |
     |                          |              |      |
HARTFORD FIRE               HARTFORD FIRE      |      |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD.   |      |        (ARGENTINA)
(GERMANY) GMBH              (CONNECTICUT)      |      |
(WEST GERMANY)                                 |      |
                                               |      |
                           ICATU HARTFORD      |      |         THESIS S.A.
                            ADMINISTRACAO      |      |-------- (ARGENTINA)
                          DE BENEFICIOS LTDA-- |      |
                              (BRAZIL)                |
                                                      |
                                                      |
                                                      |
                                                      |--------- U.O.R., S.A.
                                                                 (ARGENTINA)


</TABLE>
<PAGE>
<TABLE>
<S>                                                                                        <C>
                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
- --------------------------------------------------------------------------------------------------------------------------------|
                                                                                                      |                         |
                                                                                         THE HARTFORD INTERNATIONAL             |
                |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC.          |
                |                                 |                    |                          (DELAWARE)                    |
                |                                 |                    |         ----------------------|-----------------       |
                |                                 |                    |         |                     |         |       |      |
             ZWOLSCHE                             |                    |    ITT HARTFORD         LONDON AND      |   HARTFORD   |
          ALGEMEENE N.V.                          |                    | INTERNATIONAL, LTD.     EDINBURGH       | EUROPE, INC. |
          (NETHERLANDS)                           |                    |       (U.K.)       INSURANCE GROUP, LTD.|  (DELAWARE)  |
                |                                 |                    |                           (U.K.)        |              |
                |                                 |                    |                             |           |              |
                |                                 |                    |                -------------            |              |
                |                                 |                    |                |                        |              |
                |                           ITT ASSURANCES      HARTFORD INTERNATIONAL  |    LONDON AND          -THE HARTFORD  |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH          INTERNATIONAL  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.      FINANCIAL    |
                |----SCHADEVERZEKERING                                   |              |        (U.K.)            SERVICES     |
        --------|          N.V.-----------------------------------       |              |            |             GROUP CIA    |
        |       |      (NETHERLANDS)                              |      |              |            |            DE SEGUROS Y  |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE     REASEGUROS S.A.|
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.          (SPAIN)     |
|      N.V.     |      ZWOLSCHE ALGEMEENE                         |      |              |        (U.K.)                         |
|  (BELGIUM)    |------HERVERZEKERING B.V.                        |      |              |                                       |
|   |      -----|        (NETHERLANDS)                            |      |              |      LONDON AND                       |
|   |     |     |                                                 |      |              |--- EDINBURGH LIFE                     |
| Z.A. LUX S.A. |                                                 |      |              |  ASSURANCE CO., LTD.                  |
| (LUXEMBURG)   |    ZWOLSCHE ALGEMEENE                           |      |              |         (U.K.)                        |
|               |--LEVENS-VERZEKERING N.V.------------            |      |              |                                       |
|               |      (NETHERLANDS)                 |            |      |              |                                       |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
|               |                                    |            |      |              |                                       |
|       --------                                     |            |      |              |                                       |
|       |       |                                    |            |      |              |                                       |
|   ZWOLSCHE    |    ZWOLSCHE ALGEMEENE       ZWOLSCHE ALGEMEENE  |      |              |                                       |
|  ALGEMEENE    |-----HYPOTHEKEN N.V.        BELEGGINGEN III B.V. |      |              |                                       |
|  EUROPA B.V.  |      (NETHERLANDS)             (NETHERLANDS)    |      |              |                                       |
| (NETHERLANDS) |                                       ----------       |              |                                       |
- --------|       |                                       |                |              |                                       |
                |      EXPLOITATIEMAAT-          BELEGGINGSMAAT-         |              |                                       |
                |-----   SCHAPPIJ                 SCHAPPIJ               |              |                                       |
                |      BUIZERDLAAN B.V.          BUIZERDLAAN B.V.        |              |                                       |
                |        (NETHERLANDS)             (NETHERLANDS)         |              |                                       |
                |                                                        |              |                                       |
                |                                                        |              |                                  -----
                |          HOLLAND                                       |              |--------------------------        |
                |---- BELEGGINGSGROEP B.V.                               |              |                          |       |
                        (NETHERLANDS)                                    |              |-----------------         |       |
                                                                         |       -------|                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                    F.A. KNIGHT  |  MACALISTER &    LONDON AND     | HARTFORD FIRE
                                                                     & SON N.V.  |  DUNDAS, LTD.     EDINBURGH     | INTERNATIONAL
                                                                     (BELGIUM)   |   (SCOTLAND)     TRUSTEES, LTD. |   SERVICIOS
                                                                                 |                    (U.K.)       |    (SPAIN)
                                                                                  -------------------------        -----------
                                                                                        |                 |                |
                                                                                    FENCOURT           QUOTEL        LONDON AND
                                                                                  PRINTERS, LTD.      INSURANCE       EDINBURGH
                                                                                     (U.K.)         SYSTEMS, LTD.  SERVICES, LTD.
                                                                                                       (U.K.)           (U.K.)
                                                                                                          |
                                                                                                      EUROSURE
                                                                                                      INSURANCE
                                                                                                    MARKETING, LTD.
                                                                                                        (U.K.)

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission