ALPINE LIFE INSURANCE CO SEPERATE ACCOUNT ONE, N-4, 1998-10-09

ALPINE LIFE INSURANCE CO SEPERATE ACCOUNT ONE
N-4, 1998-10-09

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<PAGE>

As filed with the Securities and Exchange Commission on October 9, 1998

File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. __ [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. [ ]

ALPINE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT ONE
(Exact Name of Registrant)

ALPINE LIFE INSURANCE COMPANY
(Name of Depositor)

P. O. BOX 2999
HARTFORD, CT 06104-2999
(Address of Depositor's Principal Offices)

(860) 843-6733
(Depositor's Telephone Number, Including Area Code)

MARIANNE O'DOHERTY, ESQ
ALPINE LIFE INSURANCE COMPANY
P. O. BOX 2999
HARTFORD, CT 06104-2999
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
N-4 ITEM NO. PROSPECTUS HEADING
------------ ------------------
<S> <C>
1. Cover Page Alpine Life Insurance Company -
Separate Account One

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Performance Information
Information

5. General Description of Alpine Life Insurance Company,
Registrant the Separate Account, The Fixed Account,
and The Funds

6. Deductions Charges

7. General Description of Your Annuity
Annuity Contracts

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

10. Purchases and Contract The Contract, Contracts Offered, Premium
Payments and Initial Allocations and Contract
Value

11. Redemptions Withdrawals

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Matters & Experts

14. Table of Contents of the Table of Contents to Statement of Additional
Statement of Additional Information
Information

15. Cover Page Part B; Statement of Additional Information

<PAGE>

16. Table of Contents Table of Contents

17. General Information and History Introduction

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Settlement Provisions

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

25. Directors and Officers of the Directors and Officers of the
Depositor Depositor

26. Persons Controlled by or Under Persons Controlled by or Under
Common Control with the Common Control with the Depositor
Depositor or Registrant or Registrant

27. Number of Contract Number of Contract
Owners Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

30. Location of Accounts and Location of Accounts and Records
Records

31. Management Services Management Services

32. Undertakings Undertakings
</TABLE>

<PAGE>

Part A

<PAGE>
5

ALPINE LIFE INSURANCE COMPANY
[PRODUCT NAME]
ALPINE LIFE INSURANCE COMPANY SEPARATE ACCOUNT ONE
P. O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800 [ ]

This Prospectus describes information you should know before you purchase The
[Product Name] variable annuity. Please read it carefully.

The [PRODUCT NAME] variable annuity is a contract between you and Alpine Life
Insurance Company where you agree to make payments to us and we agree to make a
series of payments to you at a later date. The [PRODUCT NAME] is a flexible
premium, tax-deferred, variable annuity offered to both individuals and groups.
It is:

- Flexible, because you may add payments at any time.

- Tax-deferred, which means you don't pay taxes until you take payments
out or until we start to make payments to you.

- Variable, because the value of your annuity 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 annuity 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 annuity offers you
funds with investment strategies ranging from conservative to aggressive and you
may pick those funds that meet your investment style. The sub-accounts and the
funds are listed below:

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

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

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

- - Dividend and Growth Sub-Account which purchase shares of Class IA of Hartford
Dividend and Growth HLS Fund, Inc.

- - Growth and Income Sub-Account which purchases shares of Class IA of Hartford
Growth and Income HLS Fund, Inc.

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

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

- - International Opportunities Sub-Account which purchases shares of Class IA of
Hartford

<PAGE>

International Opportunities HLS Fund, Inc.

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

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

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

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

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

You may also allocate some or all of your payments to the "fixed account", which
pays an interest rate guaranteed for at least one year from the time the payment
is made. Payments put in the fixed account are not segregated from our assets
like the assets of separate account.

If you decide to buy this annuity, you should keep this prospectus for your
records. You can also call us at 1-800-xxx-xxxx to get a Statement of
Additional Information, free of charge. The Statement of Additional Information
contains more information about this annuity and, like this prospectus, is filed
with the Securities and Exchange Commission. You should read the Statement of
Additional information because you are bound by the terms contained in it. We
have included the Table of Contents for the Statement of Additional Information
on page __. Although we file the Prospectus and the Statement of Additional
information 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 and the Statement of Additional Information can also be obtained
from the Securities and Exchange Commissions' website (HTTP://WWW.SEC.GOV).

This annuity IS NOT:

- - a bank deposit or obligation

- - federally insured

- - endorsed by any bank or governmental agency

- - available for sale in all states

Prospectus Dated: [ ], 1998
Statement of Additional Information Dated: [ ], 1998

<PAGE>

Table Of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Glossary of Special Terms . . . . . . . . . . . . . . . . . . . .
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
About Us. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alpine Life Insurance Company. . . . . . . . . . . . . . . .
Separate Account . . . . . . . . . . . . . . . . . . . . . .
The Funds. . . . . . . . . . . . . . . . . . . . . . . . . .
The Fixed Account. . . . . . . . . . . . . . . . . . . . . .
Performance of the Funds . . . . . . . . . . . . . . . . . .
Your Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . .
[Product Name] . . . . . . . . . . . . . . . . . . . . . . .
Payments . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract Value . . . . . . . . . . . . . . . . . . . . . . .
Transfers. . . . . . . . . . . . . . . . . . . . . . . . . .
Charges. . . . . . . . . . . . . . . . . . . . . . . . . . .
Death Benefits . . . . . . . . . . . . . . . . . . . . . . .
Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . .
Settlement Provisions. . . . . . . . . . . . . . . . . . . .
Other Information. . . . . . . . . . . . . . . . . . . . . .
Federal Tax Considerations. . . . . . . . . . . . . . . . . . . .
General. . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Alpine and the Separate Account. . . . . . . . .
Taxation of Annuities - General Provisions Affecting
Purchasers other than Qualified Retirement Plans. . . .
Federal Income Tax Withholding . . . . . . . . . . . . . . .
General Provisions Affecting Qualified Retirement Plans. . .
Annuity Purchases by Nonresident Aliens and Foreign
Corporations . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . .
How we Sell our Annuity. . . . . . . . . . . . . . . . . . . .
Legal Matters and Experts. . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . .
Appendix I Information Regarding Tax-Qualified Plans. . . . . . .
Table of Contents to Statement of Additional Information. . . . .
</TABLE>

<PAGE>

Glossary of Special Terms

Accumulation Unit: A unit of measure we use to calculate values before we begin
to make payments to you.

Administrative Office of Alpine: Located at 200 Hopmeadow Street, Simsbury, CT
06089.

Annual Maintenance Fee: An annual $30 charge for annuities having a value of
less than $50,000 on the most recent Contract Anniversary or when the annuity is
surrendered in full. The charge is deducted proportionately from the investment
options in use at the time.

Annual Withdrawal Amount: The amount that can be withdrawn in any Contract Year
before we charge you a surrender charge.

Annuitant: The person on whose life the Contract is issued. The Annuitant may
not be changed.

Annuity: A Contract issued by an insurance company that provides, in exchange
for premium payments, a series of income payments. This Prospectus describes a
deferred annuity where premium payments accumulate tax-deferred until a partial
or full surrender is taken or until we begin to make payments to you.

Annuity Commencement Date: The date we start to make payments to you.

Annuity Unit: A unit of measure we use to calculate the value of the payments we
make to you.

Beneficiary: The person entitled to receive the payment of the death benefit
upon the death of you or the Annuitant.

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

Commission: The Securities and Exchange Commission.

Contingent Annuitant: The person you may designate who becomes the Annuitant if
the original Annuitant dies before we start making payments to you.

Contract: The contract is the individual Annuity and any endorsements or
riders. If you are enrolled under a group annuity, you receive a certificate
rather than a contract.

Contract Anniversary: The anniversary of the Contract Date.

Contract Owner or You: The owner of the annuity.

Contract Value: The total value of your Sub-Accounts plus any amounts you have
in the Fixed Account.

<PAGE>

Contract Year: A period of 12 months commencing with the Contract Date the first
year and the Contract Anniversary after the first year.

Death Benefit: The amount we pay when you or the Annuitant dies.

Due Proof of Death: A certified copy of a death certificate, an order of a court
of competent jurisdiction, a statement from a physician who attended the
deceased or any other proof acceptable to Alpine.

Fixed Account: This is an account which is part of our General Account and you
may allocate all or a portion of your payments or Contract Value to this
account.

Funds: The Funds described commencing on page __ of this Prospectus.

General Account: Our General Account that is all our assets other than the
assets in our separate accounts.

Maximum Anniversary Value: One of the values we use to determine your Death
Benefit. It is determined annually on your anniversary date and is equal to the
highest value your annuity reached on any annuity anniversary date. The maximum
anniversary value is calculated only up to age 80, and we use that value each
year after age 80 as your maximum anniversary value.

Premium Tax: A tax charged by a state or municipality on premium payments.

Alpine (or us): Alpine Life Insurance Company.

Separate Account: For this annuity, the separate account is the Alpine Life
Insurance Company Separate Account One.

Sub-Account: Divisions established within the Separate Account.

Termination Value: What we pay you if you terminate your annuity before we begin
to make payments to you.

Valuation Day: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined as of the close of the New York
Stock Exchange (generally 4:00 p.m. Eastern Time).

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

<PAGE>

Fee Table
Summary
Your Transaction Expenses

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium payments). . None
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year (1) . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Third Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
Seventh Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Eighth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Maintenance Fee (2) . . . . . . . . . . . . . . . . . . . . . . . $30
Annual Expenses-Separate Account (as percentage of average account
value)
Mortality and Expense Risk. . . . . . . . . . . . . . . . . . . . . 1.250%
</TABLE>

- ---------
(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is an annual $30 charge for annuities with a
contract value less than $50,000 on your Anniversary Date or when you
surrender your annuity.

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
------------ -------- ---------
<S> <C> <C> <C>
Hartford Bond HLS Fund. . . . . . . . . . . . . . . . . 0.490% 0.020% 0.510%
Hartford Stock HLS Fund . . . . . . . . . . . . . . . . 0.430% 0.020% 0.450%
Hartford Money Market HLS Fund. . . . . . . . . . . . . 0.425% 0.015% 0.440%
Hartford Advisers HLS Fund. . . . . . . . . . . . . . . 0.610% 0.020% 0.630%
Hartford Capital Appreciation HLS Fund. . . . . . . . . 0.620% 0.020% 0.640%
Hartford Mortgage Securities HLS Fund . . . . . . . . . 0.425% 0.025% 0.450%
Hartford Index HLS Fund . . . . . . . . . . . . . . . . 0.375% 0.015% 0.390%
Hartford International Opportunities HLS Fund . . . . . 0.680% 0.090% 0.770%
Hartford Dividend & Growth HLS Fund . . . . . . . . . . 0.660% 0.020% 0.680%
Hartford International Advisers HLS Fund. . . . . . . . 0.750% 0.120% 0.870%
Hartford MidCap HLS Fund (1). . . . . . . . . . . . . . 0.750% 0.040% 0.790%
Hartford Small Company HLS Fund . . . . . . . . . . . . 0.750% 0.020% 0.770%
Hartford Growth and Income HLS Fund (1) . . . . . . . . 0.520% 0.150% 0.670%
</TABLE>

- ---------
(1) Hartford Growth and Income HLS Fund is a new Fund. "Total Fund Operating
Expenses" are based on annualized estimates of such expenses to be incurred in
the current fiscal year. HL Investment Advisors, Inc. has agreed to waive its
fees for the Hartford Growth and Income HLS Fund until the assets of the Funds
(excluding assets contributed by companies affiliated with HL Investment
Advisors, Inc.) reach $20 million. Absent this waiver, the

<PAGE>

management fee would be 0.750% annually and Total Fund Operating Expenses ratio
would be 0.900% (annualized).

<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period you would pay the time period you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5%
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: annual return on assets:

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------- ------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund . . . . . . . . . . $73 $106 $139 $215 $18 $57 $99 $214 $19 $58 $99 $215
Stock Fund. . . . . . . . . . 72 104 136 209 17 55 96 208 18 56 96 209
Money Market Fund . . . . . . 72 104 136 208 17 55 95 207 18 56 96 208
Advisers Fund . . . . . . . . 74 109 146 228 19 61 105 227 20 61 106 228
Capital Appreciation Fund . . 74 110 146 229 19 61 105 228 20 62 106 229
Mortgage Securities Fund. . . 72 104 136 209 17 55 95 208 18 56 96 209
Index Fund. . . . . . . . . . 71 102 133 202 17 53 92 201 17 54 93 202
International Opportunities
Fund . . . . . . . . . . . . 75 114 153 243 21 65 112 242 21 66 113 243
Dividend & Growth Fund. . . . 74 111 148 233 20 62 108 233 20 63 108 233
International Advisers Fund . 76 117 158 253 22 68 117 253 22 69 118 253
MidCap Fund . . . . . . . . . 76 114 N/A N/A 21 66 N/A N/A 22 66 N/A N/A
Small Company Fund. . . . . . 75 114 153 243 21 65 112 242 21 66 113 243
Growth and Income Fund. . . . 74 111 N/A N/A 20 62 N/A N/A 20 63 N/A N/A
</TABLE>

The purpose of this table is to assist you in understanding various costs
and expenses that you will bear directly or indirectly. The table reflects
expenses of the Separate Account and underlying Funds. Premium taxes may also be
applicable.

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

The Annual Maintenance Fee has been reflected in the Example using a method
intended to show the "average" impact of the Annual Maintenance Fee. In the
Example, the Annual Maintenance Fee is approximately a 0.08% annual charge.

<PAGE>

SUMMARY

How do I purchase the annuity?

You must complete our enrollment form and submit it to us for approval with
your first payment. Your first payment must be at least $1,000 and
subsequent payments must be at least $500. If you wish to make automatic
monthly payments into your annuity, you may enroll in our pre-authorized
checking program. Under this program, your subsequent monthly payments can
be as low as $50.

For a limited time, usually ten days after you receive your annuity, you may
cancel your annuity without paying a sales charge.

What type of sales charge will I pay?

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

X For less than two years, the charge is 6%.
X For more than two years and less than four years, the charge is 5%.
X For more than four years and less than five years, the charge is 4%.
X For more than five years and less than six years, the charge is 3%
X For more than six years and less than seven years, the charge is 2%.

You won't be charged a sales charge on:
X Payments that have been in your annuity for more than seven years.
X distributions made due to death
X most payments we make to you as part of your annuity payments
See page _ for a complete description of how sales charges are assessed.

Is there an Annual Maintenance Fee?

Yes. We deduct a $30.00 fee each year on the anniversary of your purchase or
when you terminate your annuity, if the value of your annuity is less than
$50,000.

What charges will I pay on an annual basis?

You pay two different types of charges each year. The first type of charge is
the fee you pay for insurance. This charge is:

<PAGE>

- - A mortality and expense risk charge that is subtracted daily and is equal to
an annual payment of 1.25% of your money invested in the funds.

The second type of charge is the fee you pay for the funds.

- - Currently, the total fund charges range from 0.39% to 0.87% of the average
daily value of the amount you have invested in the funds.

The annual insurance charges and the total fund charges as of December 31, 1997
are set forth in the table below:

THE SUB-ACCOUNTS ANNUAL ANNUAL ANNUAL TOTAL TOTAL CHARGES
INSURANCE MAINTENANCE FUND CHARGES YOU PAY
CHARGE FEE *
<S> <C> <C> <C> <C>
Advisers 1.25% .08% 0.63% %
Bond 1.25% .08% 0.51% %
Capital Appreciation 1.25% .08% 0.64% %
Dividend and Growth 1.25% .08% 0.68% %
Growth and Income 1.25% .08% 0.65% %
Index 1.25% .08% 0.39% %
International Advisers 1.25% .08% 0.79% %
International Opportunities 1.25% .08% 0.77% %
Mid-Cap 1.25% .08% 0.79% %
Money Market 1.25% .08% 0.44% %
Mortgage Securities 1.25% .08% 0.45% %
Small Company 1.25% .08% 0.77% %
Stock 1.25% .08% 0.45% %
</TABLE>

* These charges reflect any fees that may have been waived by the funds'
investment advisers.

The figure that appears in the "Annual Total Fund Charges" column illustrates
the sum of the management fees and other expenses that the funds charge. For a
complete description of these fees, see the funds' prospectuses in the back of
this book.

<PAGE>

Can I take out any of my money?

/ / You may withdraw all or part of the amounts you have invested at any time
before we start making payments to you.

/ / Each year you may withdraw up to 10% of your payments without having to
pay a sales 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.

Will we pay a death benefit?

There is a death benefit if you, your joint owner or your annuitant (the person
on whose life this annuity is based), dies before we begin to make payments to
you. The death benefit will be determined as of the date we receive acceptable
proof of death and will be the greater of:

- - The total payments you have made to us minus any amounts you have taken out,
or
- - The total value of your annuity, or
- - Your maximum anniversary value, which is the highest value your annuity
reached on any annuity anniversary date up to age 80, reduced by any
subsequent withdrawals and increased by any subsequent payments.

What payment options are available?

When it comes time for us to pay you, you may choose on of the following
annuity payment options, or receive a lump sum:

- Life Annuity where we make scheduled payments to you for the rest of
your life.

Payments under this option stop upon the death of the annuitant, even if the
annuitant dies after one payment.

- Life Annuity with 120, 180 or 240 Monthly Payments Certain where we
make payments to you for your life but you are at least guaranteed
payments for 120, 180 or 240 months, which ever you select. If the
annuitant dies before the end of the period selected, we will continue
to make payments to your beneficiary until the end of the period
selected.

- Joint and Last Survivor Annuity where we make payments during the
lifetime of you and another designated individual and then throughout
the remaining lifetime of the survivor.

- Payments for a Designated Period where we make payments for a specified
time between 5 and 30 years. If the annuitant dies before the end of
the specified time, we pay the beneficiary the present value of the
annuity in one lump sum or continue making the

<PAGE>

payments to the beneficiary. You may terminate this option after
payments have started.

You must begin to take payments before the annuitiant's 90th birthday or earlier
in some states. If you do not tell us what payment option you want before that
time, we will pay you under the Payment of a Designated Period option for 5
years from the annuitiant's 90th birthday.

ALPINE, SEPARATE ACCOUNT,
THE FUNDS AND
THE FIXED ACCOUNT

ALPINE LIFE INSURANCE COMPANY

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

SEPARATE ACCOUNT

The Separate Account was established on September 1, 1998. It is the
Separate Account in which Alpine sets aside and invests the assets attributable
to variable annuity Contracts, including the Contracts sold under this
Prospectus. Separate Account assets are held by Alpine under a safekeeping
arrangement. Although the Separate Account is an integral part of Alpine, it is
registered as a unit investment trust under the Investment Company Act of 1940.
This registration does not, however, involve Commission supervision of the
management or the investment practices or policies of the Separate Account or
Alpine. The Separate Account meets the definition of "separate account" under
federal securities law.

Under Connecticut law, the assets of the Separate Account attributable to
the Contracts offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under, those Contracts. Income,
gains, and losses, whether or not realized, from assets allocated to the
Separate Account, are, in accordance with the Contracts, credited to or charged
against the Separate Account. Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business Alpine may
conduct. Contract Values allocated to the Separate Account is not affected by
the rate of return of Alpine's General Account, nor by the investment
performance of any of Alpine's other separate accounts. The Separate Account may
be subject to liabilities arising from a Sub-Account of the Separate Account
whose assets are attributable to other variable annuity Contracts or variable
life insurance policies offered by the Separate Account which are not described
in this Prospectus. However, all obligations arising under the Contracts are
general corporate obligations of Alpine.

Alpine does not guarantee the investment results of the Separate
Accounts or any of the

<PAGE>

underlying investment options. There is no assurance that the value of a
Contract during the years prior to retirement or the aggregate amount of the
Variable Annuity payments will equal the total of Premium Payments made under
the Contract. Since each underlying Fund has different investment objectives,
each is subject to different risks. These risks are more fully described in
the accompanying Funds' prospectus.

THE FUNDS

All of the Funds are incorporated under the laws of the State of
Maryland. HL Investment Advisors, Inc. ("HL Advisors") serves as the
investment adviser to each of the Funds.

Wellington Management Company, LLP serves as sub-investment adviser for
Hartford Advisers Fund, Hartford Capital Appreciation Fund, Hartford Dividend
and Growth Fund, Hartford International Advisers Fund, Hartford International
Opportunities Fund, Hartford MidCap Fund, Hartford Small Company Fund, Hartford
Stock Fund and Hartford Growth and Income Fund.

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

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

The Funds may not be available in all states.

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

Hartford Advisers HLS Fund

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

Hartford Bond HLS Fund

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

<PAGE>

accompanying prospectus for the Funds entitled "Hartford Bond HLS Fund, Inc.
- - Investment Policies."

Hartford Capital Appreciation HLS Fund

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

Hartford Dividend and Growth HLS Fund

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

Hartford Index HLS Fund

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

Hartford International Advisers HLS Fund

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

Hartford International Opportunities HLS Fund

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

Hartford MidCap HLS Fund

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

Hartford Mortgage Securities HLS Fund

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

Hartford Small Company HLS Fund

<PAGE>

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

Hartford Stock HLS Fund

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

Hartford Money Market HLS Fund

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

Hartford Growth and Income HLS Fund

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

* "Standard & Poor's-Registered Trademark-," "S&P-Registered Trademark-,"
"S&P 500-Registered Trademark-," "Standard & Poor's 500," and "500" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by 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.

Voting Rights - We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To
the extent required by federal securities laws or regulations, we will:

- - Notify you of any Fund shareholders' meeting if the shares held for your
Contract may be voted.

- - Send proxy materials and a form of instructions that you can use tell us
how to vote the Fund shares held for your Contract.

- - arrange for the handling and tallying of proxies received from Contract
Owners

- - Vote all Fund shares attributable to your Contract according to instructions
received from you, and

- - Vote all Fund shares for which no voting instructions are received in the
same proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make payments to you, the number of votes you have
will decrease,

Substitutions, Additions, or Deletions of Investments - We reserve the right,
subject to any applicable law, to make certain changes to the investment options
offered under Your Contract. We may, in our sole discretion, establish new
Funds. New Funds will be will be made available

<PAGE>

to existing Contract Owners as we determined appropriate. We may also close
one or more Funds to additional Payments or transfers from existing
Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the 1940 Act, substitutions of shares
attributable to your interest in a Fund will not be made until we have the
approval of the Commission and we have notified you of the change.

In the event of any substitution or change, We may, by appropriate endorsement,
make such changes in the Contract as may be necessary or appropriate to reflect
such substitution or change. If we decide that it is in the best interest
Contracts Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other separate accounts.

THE FIXED ACCOUNT

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

Premium Payments and Contract Values allocated to the Fixed Account become
a part of the general assets of Alpine. Alpine invests the assets of the General
Account in accordance with applicable law governing the investments of Insurance
Company General Accounts.

Currently, Alpine guarantees that it will credit interest at a rate of not
less than 3% per year, compounded annually, to amounts allocated to the Fixed
Account under the Contracts. However, Alpine reserves the right to change the
rate according to state insurance law. Alpine may credit interest at a rate in
excess of 3% per year. There is no specific formula for the determination of
excess interest credits. Some of the factors that Alpine may consider in
determining whether to credit excess interest to amounts allocated to the Fixed
Account and the amount thereof, are general economic trends, rates of return
currently available and anticipated on Alpine 's investments, regulatory and tax
requirements and competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED
TO THE FIXED ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE
DISCRETION OF ALPINE. THE OWNER ASSUMES THE

<PAGE>

RISK THAT INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

From time to time, Alpine may credit increased interest rates to you under
certain programs established at the discretion of Alpine.

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance related information
concerning its Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

All of the Sub-Accounts may include total return in advertisements or other
sales material.

When a Sub-Account advertises its standardized total return, it will be
calculated to a date not earlier than the effective date of the Separate
Account. This figure will usually be calculated for one year, five years, and
ten years or some other relevant period if the Separate Account has not been in
existence for one, five or ten years. Total return is measured by comparing the
value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

In addition to the standardized total return, the Sub-Account may advertise
non-standardized total returns. This figure will usually be calculated for one
year, five years, and ten years or other relevant period if the Separate Account
has not been in existence for one, five or ten years. This non-standardized
total return is measured in the same manner as the standardized total return
described above, except that the Annual Maintenance Fee is not deducted.
Therefore, this non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.

The Separate Account may also advertise non-standard total returns that pre-date
the inception date of the Separate Account. These non-standardized total
returns are calculated by assuming that the Sub-Accounts have been in existence
for the same periods as the underlying Funds and by taking deductions for
charges equal to those currently assessed against the Sub-Accounts. These
non-standardized returns must be accompanied by standardized total returns.

Certain Sub-Accounts, if applicable, may advertise yield in addition to total
return. The yield will be computed in the following manner: The net investment
income per unit earned during a recent one month period is divided by the unit
value on the last day of the period. This figure reflects the recurring charges
at the Separate Account level including the Annual Maintenance Fee.

The Money Market Fund Sub-Account may advertise yield and effective yield. The
yield of the Money Market Fund Sub-Account is based upon the income earned by
the Sub-Account over a 7-day period and then annualized, i.e. the income earned
in the period is assumed to be earned every 7 days over a 52-week period and
stated as a percentage of the investment. Effective yield

<PAGE>

is calculated similarly but when annualized, the income earned by the
investment is assumed to be reinvested in Sub-Account units and thus
compounded in the course of a 52-week period. Yield and effective yield
reflect the recurring charges at the Separate Account level including the
Annual Maintenance Fee.

The Separate Account may also disclose yield, standard total return, and
non-standard total return. For periods prior to the date the Separate Account
commenced operations, performance information for the Sub-Accounts will be
calculated based on the performance of the underlying Funds and the assumption
that the Sub-Accounts were in existence for the same periods as those of the
underlying Funds, with a level of charges equal to those currently assessed
against the Sub-Accounts.

Alpine may provide information on various topics to Contract Owners and
prospective Contract 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 other investment alternatives, including comparisons between
the Contracts and the characteristics of and market for such alternatives.

YOUR ANNUITY

[PRODUCT NAME]

The Contracts are individual tax-deferred Variable Annuity Contracts
designed for retirement planning purposes and may be purchased by any
individual, including any trustee or custodian for a retirement plan qualified
under Sections 401(a) or 403(a) of the Code; annuity purchase plans adopted by
public school systems and certain tax-exempt organizations according to Section
403(b) of the Code; Individual Retirement Annuities adopted according to Section
408 of the Code; employee pension plans established for employees by a state, a
political subdivision of a state, or an agency or instrumentality of either a
state or a political subdivision of a state, and certain eligible deferred
compensation plans as defined in Section 457 of the Code ("Qualified
Contracts"). The maximum issue age for the Contract is 85 years old.

PAYMENTS

Generally, the minimum initial Premium Payment is $1,000; the minimum
subsequent payment is $500, if you are in the InvestEase program the minimum
subsequent payment is $50. Certain plans may make smaller periodic payments.
Each Premium Payment may be split among the various Sub-Accounts and/or the
Fixed Account subject to minimum amounts then in effect.

Refund Rights - If you are not satisfied with your purchase you may cancel
the Contract by returning it within ten days (or longer in some states) after
you receive it. A written request for

<PAGE>

cancellation must accompany the Contract. In such event, Alpine will, without
deduction for any charges normally assessed thereunder, pay you an amount
equal to the Contract Value on the date of receipt of the request for
cancellation. You bear the investment risk during the period prior to
Alpine's receipt of request for cancellation Alpine will refund the premium
paid only for individual retirement annuities (if returned within seven days
of receipt) and in those states where required by law.

Crediting and Valuation - The balance of the initial Premium Payment
remaining after the deduction of any applicable Premium Tax is credited to your
Contract within two business days of receipt of a properly completed application
or an order to purchase a Contract and the initial Premium Payment by Alpine at
its Administrative Office. It will be credited to the Sub-Account(s) and/or the
Fixed Account in accordance with your election. If the application or other
information is incomplete when received, the balance of the initial Premium
Payment, after deduction of any applicable Premium Tax, will be credited to the
Sub-Account(s) or the Fixed Account within five business days of receipt. If the
initial Premium Payment is not credited within five business days, the Premium
Payment will be immediately returned unless you have been informed of the delay
and request that the Premium Payment not be returned.

The number of Accumulation Units in each Sub-Account to be credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to each Sub-Account by the value of an Accumulation Unit in that
Sub-Account on that date.

Subsequent Premium Payments are priced on the Valuation Day received by
Alpine in its Administrative Office.

CONTRACT VALUE

The value of the Sub-Account investments under your Contract at any time
prior to the commencement of Annuity payments can be determined by multiplying
the total number of Accumulation Units credited to your Contract in each
Sub-Account by the then current Accumulation Unit values for the applicable
Sub-Account. The value of the Fixed Account under your Contract will be the
amount allocated to the Fixed Account plus interest credited.

You will be advised at least semiannually of the number of Accumulation
Units credited to each Sub-Account, the current Accumulation Unit values, the
Fixed Account value, and the total value of your Contract.

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 of the Sub-Accounts is equal to (a) the net
asset value per share of the corresponding Fund at the end of the Valuation
Period (plus the per share amount of any dividends or capital gains distributed
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

<PAGE>

corresponding Fund at the beginning of the Valuation Period, (b) minus the
mortality and expense risk charge and the administration charge described
below. You should refer to the prospectus for each of the Funds which
accompanies this Prospectus for a description of how the assets of each Fund
are valued since each determination has a direct bearing on the Accumulation
Unit value of the Sub-Account and therefore the value of a Contract. The
Accumulation Unit Value is affected by the performance of the underlying
Fund(s), expenses and deduction of the charges described in this Prospectus.

Valuation of Fund Shares - The shares of the Fund are valued at net asset
value on each Valuation Day. A complete description of the valuation method used
in valuing Fund shares may be found in the accompanying Funds' prospectus.

Valuation of the Fixed Account - Alpine will determine the value of the
Fixed Account by crediting interest to amounts allocated to the Fixed Account.

TRANSFERS

You may transfer the values of your Sub-Account allocations from one or
more Sub-Accounts to another free of charge. However, Alpine reserves the right
to limit the number of transfers to twelve (12) per Contract Year, with no two
(2) transfers occurring on consecutive Valuation Days. Transfers by telephone
may be made by You or by the attorney-in-fact pursuant to a power of attorney.
Telephone transfers may not be permitted by some states.

The policy of Alpine and its agents and affiliates is that they will not be
responsible for losses resulting from acting upon telephone requests reasonably
believed to be genuine. Alpine will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. The procedures Alpine
follows for transactions initiated by telephone include requirements that
callers provide certain information for identification purposes. All transfer
instructions by telephone are tape recorded.

Alpine may permit the Contract Owner to pre-authorize transfers among
Sub-Accounts and between Sub-Accounts and the Fixed Account under certain
circumstances. Transfers between the Sub-Accounts may be made both before and
after Annuity payments commence (limited to once a quarter) provided that the
minimum allocation to any Sub-Account may not be less than $500. No minimum
balance is required in any Sub-Account.

It is the responsibility of the Contract Owner to verify the accuracy of
all confirmations of transfers and to promptly advise Alpine of any inaccuracies
within 30 days of receipt of the confirmation. Alpine will send the Contract
Owner a confirmation of the transfer within five days from the date of any
instruction.

Transfers from the Fixed Account into a Sub-Account may be made at any time
during the Contract Year. The maximum amount which may be transferred from the
Fixed Account during any Contract Year is the greater of 30% of the Fixed
Account balance as of the last Contract Anniversary or the greatest amount of
any prior transfer from the Fixed Account. If Alpine permits

<PAGE>

pre-authorized transfers from the Fixed Account to the Sub-Accounts, this
restriction is inapplicable. Also, if any interest rate is renewed at a rate
of at least one percentage point less than the previous rate, the Contract
Owner may elect to transfer up to 100% of the funds receiving the reduced
rate within 60 days of notification of the interest rate decrease. Generally,
transfers may not be made from any Sub-Account into the Fixed Account for the
six-month period following any transfer from the Fixed Account into one or
more of the Sub-Accounts. Alpine reserves the right to modify the limitations
on transfers from the Fixed Account and to defer transfers from the Fixed
Account for up to six months from the date of request.

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

For Contracts issued in the State of New York, the reservation of rights
set forth in the preceding paragraph is limited to (i) requiring up to a maximum
of 10 Valuation Days between each transfer: (ii) limiting the amount to be
transferred on any one Valuation Day to no more than $2 million; and (iii) upon
30 days prior written notice, to only accepting transfer instructions from You
and not from Your representative, agent or person acting under a power of
attorney for You.

Currently, and with respect to Contracts issued in all states, the only
restriction in effect is that Alpine will not accept instructions from agents
acting under a power of attorney of multiple Contract Owners whose accounts
aggregate more than $2 million, unless the agent has entered into a third party
transfer services agreement with Alpine.

CHARGES

Contingent Deferred Sales Charges ("Sales Charges")

Purpose of Sales Charges - Sales Charges cover expenses relating to the
sale and distribution of the Contracts, including commissions paid to
distributing organizations and its sales personnel, the cost of preparing sales
literature and other promotional activities. If these charges are not sufficient
to cover sales and distribution expenses, Alpine will pay them from its general
assets, including surplus. Surplus might include profits resulting from unused
mortality and expense risk charges.

Assessment of Sales Charges - There is no deduction for sales expenses from
Premium Payments when made, however, a Sales Charge may be assessed against
Premium Payments when surrendered. The length of time from receipt of a Premium
Payment to the time of surrender

<PAGE>

determines the percentage of the Sales Charge. Premium payments are deemed to
be surrendered in the order in which they were received.

During the first seven years from each Premium Payment, a Sales Charge will
be assessed against the surrender of Premium Payments. During this time, all
surrenders in excess of the Annual Withdrawal Amount will be first from Premium
Payments and then from earnings. The Annual Withdrawal Amount is first from
earnings and then from Premium Payments. After the seventh Contract Year, all
surrenders will first be taken from earnings and then from Premium Payments and
a Sales Charge will not be assessed against the surrender of earnings. If an
amount equal to all earnings has been surrendered, a Sales Charge will not be
assessed against Premium Payments received more than seven years prior to
surrender, but will be assessed against Premium Payments received less than
seven years prior to surrender. For additional information, see Federal Tax
Considerations, page _.

Upon receipt of a request for a full surrender, Alpine will assess any
applicable Sales Charge against the surrender proceeds representing the lesser
of: (1) aggregate Premium Payments not previously withdrawn or (2) the Contract
Value, less the Annual Withdrawal Amount available at the time of the full
surrender, less the Annual Maintenance Fee, if applicable. Taking the Annual
Withdrawal Amount prior to the full surrender may, depending upon the amount of
investment gain experienced, reduce the amount of any Sales Charge paid.

The Sales Charge is a percentage of the amount surrendered (not to exceed
the aggregate amount of the Premium Payments made) and equals:

<TABLE>
<CAPTION>
Charge Length of time from
Premium Payment
(Number of Years)
<S> <C>
6% 1
6% 2
5% 3
5% 4
4% 5
3% 6
2% 7
0% 8 or more
</TABLE>

Payments Not Subject to Sales Charges

Annual Withdrawal Amount - During the first seven years from each Premium
Payment, on a non-cumulative basis, You may make a partial surrender of Contract
Values of up to 10% of the aggregate Premium Payments, as determined on the date
of the requested surrender, without the application of the Sales Charge. After
the seventh year from each Premium Payment, also on a non-cumulative basis, You
may make a partial surrender of 10% of Premium Payments made during the seven
years prior to the surrender and 100% of the Contract Value less the Premium
Payments made during the seven years prior to the surrender.
<PAGE>

Extended Withdrawal Privilege - This privilege allows Annuitants who attain
age 70 1/2 with a Contract held under an Individual Retirement Account or 403(b)
plan to surrender an amount equal to the required minimum distribution for the
stated Contract without incurring a Sales Charge or not subject to a Sales
Charge.

Waivers of Sales Charges

Death of the Annuitant or Contract Owner or Payments Under an Annuity
Option - No Sales Charge otherwise applicable will be assessed in the event of
death of the Annuitant, death of the Contract Owner or if payments are made
under an Annuity option (other than a surrender out of Annuity Option 4)
provided for under the Contract.

Other Plans or Programs - Certain plans or programs established by Alpine
from time to time may have different surrender privileges.

Mortality and Expense Risk Charge

For assuming these risks under the Contracts, Alpine will make a daily
charge at the rate of 1.25% per annum against all Contract Values held in the
Sub-Accounts during the life of the Contract (estimated at .90% for mortality
and .35% for expense). Although Variable Annuity payments made under the
Contracts will vary in accordance with the investment performance of the
underlying Fund shares held in the Sub-Account(s), the payments will not be
affected by (a) Alpine's actual mortality experience among Annuitants before or
after the Annuity Commencement Date or (b) Alpine's actual expenses, if greater
than the deductions provided for in the Contracts because of the expense and
mortality undertakings by Alpine.

There are two types of mortality undertakings: those made during the
accumulation or deferral phase and those made during the annuity payout phase.
The mortality undertaking made by Alpine in the accumulation phase is that
Alpine may experience a loss resulting from the assumption of the mortality risk
relative to the guaranteed death benefit in event of the death of an Annuitant
or Contract Owner before commencement of Annuity payments, in periods of
declining value or in periods where the contingent deferred sales charges would
have been applicable. The mortality undertakings provided by Alpine during the
annuity payout phase are to make monthly Annuity payments (determined in
accordance with the 1983a Individual Annuity Mortality Table and other
provisions contained in the Contract) to Annuitants regardless of how long an
Annuitant may live, and regardless of how long all Annuitants as a group may
live. Alpine also assumes the liability for payment of a minimum death benefit
under the Contract. These mortality undertakings are based on Alpine's
determination of expected mortality rates among all Annuitants. If actual
experience among Annuitants during the Annuity payment period deviates from
Alpine's actuarial determination of expected mortality rates among Annuitants
because, as a group, their longevity is longer than anticipated, Alpine must
provide amounts from its general funds to fulfill its contractual obligations.
Alpine will bear the loss in such a situation.

During the accumulation phase, Alpine also provides an expense
undertaking. Alpine

<PAGE>

assumes the risk that the contingent deferred sales charges and the Annual
Maintenance Fee for maintaining the Contracts prior to the Annuity Commencement
Date may be insufficient to cover the actual cost of providing such items.

Annual Maintenance Fee

Each year, on each Contract Anniversary on or before the Annuity
Commencement Date, Alpine will deduct an Annual Maintenance Fee, if applicable,
from Contract Values to reimburse it for expenses relating to the maintenance of
the Contract, the Fixed Account, and the Sub-Account(s) thereunder. If during a
Contract Year the Contract is surrendered for its full value, Alpine will deduct
the Annual Maintenance Fee at the time of such surrender. The fee is a flat fee
that will be due in the full amount regardless of the time of the Contract Year
that Contract Values are surrendered. The Annual Maintenance Fee is $30.00 per
Contract Year for Contracts with less than $50,000 Contract Value on the
Contract Anniversary. Fees will be deducted on a pro rata basis according to
the value in each Sub-Account and the Fixed Account under a Contract.

Premium Taxes

Charges are also deducted for premium tax, if applicable, imposed by state
or other governmental entity. Certain states impose a premium tax, currently
ranging up to 3.5%. Some states assess the tax at the time purchase payments are
made; others assess the tax at the time of annuitization. Alpine will pay
Premium Taxes at the time imposed under applicable law. At its sole discretion,
Alpine may deduct Premium Taxes at the time Alpine pays such taxes to the
applicable taxing authorities, at the time the Contract is surrendered, at the
time a death benefit is paid, or at the time the Contract annuitizes.

Exceptions to Charges Under the Contract

Alpine may offer, at its discretion, reduced fees and charges including, but not
limited to, the contingent deferred sales charges, the mortality and expense
risk charge and the maintenance fee for certain sales (including employer
sponsored savings plans) under circumstances which may result in savings of
certain costs and expenses. Reductions in these fees and charges will not be
unfairly discriminatory against any Contract Owner.

DEATH BENEFITS

The Contract provides that, in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If (1) the Annuitant dies before the Annuity Commencement Date and
either (a) there is no designated Contingent Annuitant or (b) the Contingent
Annuitant predeceases the Annuitant, or (2) if any Contract Owner dies before
the Annuity Commencement Date, the Beneficiary as determined under the Contract
Control Provisions, will receive the Death Benefit as determined on the date of
receipt of Due Proof of Death by Alpine in its Administrative Office. With
regard to Joint Contract Owners, at the first death of a joint Contract Owner
prior to the Annuity Commencement Date, the Beneficiary will be

<PAGE>

the surviving Contract Owner notwithstanding that the beneficiary designation
may be different.

Guaranteed Death Benefit - If the Annuitant dies before the Annuity
Commencement Date and there is no designated Contingent Annuitant surviving, or
if the Contract Owner dies before the Annuity Commencement Date, the Beneficiary
will receive the greatest of (a) the Contract Value determined as of the day
written proof of death of such person is received by Alpine, or (b) 100% of the
total Premium Payments made to such Contract, reduced by the dollar amount of
any partial surrenders since the issue date, or (c) the Maximum Anniversary
Value immediately preceding the date of death. The Maximum Anniversary Value is
equal to the greatest Anniversary Value attained from the following:

As of the date of receipt of Due Proof of Death, Alpine will calculate an
Anniversary Value for each Contract Anniversary prior to the deceased's attained
age 81. The Anniversary Value is equal to the Contract Value on a Contract
Anniversary, increased by the dollar amount of any premium payments made since
that anniversary and reduced by the dollar amount of any partial surrenders
since that anniversary.

If the Annuitant or You, as applicable, die after the Annuity Commencement Date,
then the Death Benefit will equal the present value of any remaining payments
under the elected Annuity Option. In computing such present value for the
portion of such remaining payments attributable to the Separate Account, Alpine
will assume a net investment rate of 5.0% per year.

Payment of Death Benefit - The calculated Death Benefit will remain
invested in the Separate Account in accordance with the allocation instructions
given by the Contract Owner until the proceeds are paid or Alpine receives new
instructions from the Beneficiary. During the time period between Alpine's
receipt of written notification of Due Proof of Death and Alpine's receipt of
the completed settlement instructions, the calculated Death Benefit will remain
invested in the Sub-Account(s) previously elected by the Contract Owner and will
be subject to market fluctuations. The Death Benefit may be taken in one sum,
payable within seven days after the date Due Proof of Death is received, or
under any of the settlement options then being offered by Alpine provided,
however, that: (a) in the event of the death of any Contract Owner prior to the
Annuity Commencement Date, the entire interest in the Contract will be
distributed within five years after the death of the Contract Owner and (b) in
the event of the death of any Contract Owner or Annuitant which occurs on or
after the Annuity Commencement Date, any remaining interest in the Contract will
be paid at least as rapidly as under the method of distribution in effect at the
time of death, or, if the benefit is payable over a period not extending beyond
the life expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date of death. The proceeds
due on the death may be applied to provide variable payments, fixed payments, or
a combination of variable and fixed payments. However, in the event of the
Contract Owner's death where the sole Beneficiary is the spouse of the Contract
Owner and the Annuitant or Contingent Annuitant is living, such spouse may
elect, in lieu of receiving the death benefit, to be treated as the Contract
Owner. The Contract Value and the Maximum Anniversary Value of the Contract will
be unaffected by treating the spouse as the Contract Owner.

If the Contract is owned by a corporation or other non-individual, the
Death Benefit payable

<PAGE>

upon the death of the Annuitant prior to the Annuity Commencement Date will be
payable only as one sum or under the same settlement options and in the same
manner as if an individual Contract Owner died on the date of the Annuitant's
death.

There may be postponement in the payment of Death Benefits whenever (a) the
New York Stock Exchange is closed, except for holidays or weekends, or trading
on the New York Stock Exchange is restricted as determined by the Commission;
(b) the Commission permits postponement and so orders; or (c) the Commission
determines that an emergency exists making valuation of the amounts or disposal
of securities not reasonably practicable.

WITHDRAWALS

Full Surrenders - At any time prior to the Annuity Commencement Date (and
after the Annuity Commencement Date with respect to values applied to Annuity
Option 4 or the Annuity Proceeds Settlement Option), the Contract Owner has the
right to terminate the Contract. In such event, the Termination Value of the
Contract may be taken in the form of a lump sum cash settlement.

Under any of the Annuity options excluding Annuity Option 4 and the Annuity
Proceeds Settlement Option, no surrenders are permitted after Annuity payments
commence. Only full surrenders are allowed out of Annuity Option 4 and any such
surrender will be subject to contingent deferred sales charges, if applicable.
Full or partial withdrawals may be made from the Annuity Proceeds Settlement
Option at any time and contingent deferred sales charges will not be applied.

The Termination Value of the Contract is equal to the Contract Value less
any applicable Premium Taxes, the Annual Maintenance Fee if applicable and any
applicable contingent deferred sales charges. The Termination Value may be more
or less than the amount of the Premium Payments made to a Contract.

Partial Surrenders - You may make a partial surrender of Contract Values
at any time prior to the Annuity Commencement Date so long as the amount
surrendered is at least equal to the minimum amount rules then in effect.
Additionally, if the remaining Contract Value following a surrender is less than
$500 ($1,000 in New York), Alpine will terminate the Contract and pay the
Termination Value. For Contracts issued in Texas, there is an additional
requirement that the Contract will not be terminated when the remaining Contract
Value after a surrender is less than $500 unless there were no Premium Payments
made during the previous two Contract Years.

In requesting a partial withdrawal you should specify the Sub-Account(s)
and/or the Fixed Account from which the partial withdrawal is to be taken.
Otherwise, such withdrawal and any applicable contingent deferred sales charges
will be effected on a pro rata basis according to the value in the Fixed Account
and each Sub-Account under a Contract.

<PAGE>

Alpine may permit You to pre-authorize partial surrenders subject to
certain limitations then in effect.

Payment of Surrender Benefits - Payment on any request for a full or
partial surrender from the Sub-Accounts will be made as soon as possible and in
any event no later than seven days after the written request is received by
Alpine at its Administrative Office. Alpine may defer payment of any amounts
from the Fixed Account for up to six months from the date of the request for
surrender. If Alpine defers payment for more than 30 days (10 working days in
New York), Alpine will pay interest of at least 3% per annum on the amount
deferred.

There may be postponement in the payment of Surrender Benefits whenever (a)
the New York Stock Exchange is closed, except for holidays or weekends, or
trading on the New York Stock Exchange is restricted as determined by the
Commission; (b) the Commission permits postponement and so orders; or (c) the
Commission determines that an emergency exists making valuation of the amounts
or disposal of securities not reasonably practicable.

CERTAIN QUALIFIED CONTRACT SURRENDERS - THERE ARE CERTAIN RESTRICTIONS ON
SECTION 403(b) TAX SHELTERED ANNUITIES. AS OF DECEMBER 31, 1988, ALL SECTION
403(b) ANNUITIES HAVE LIMITS ON FULL AND PARTIAL SURRENDERS. CONTRIBUTIONS TO
THE CONTRACT MADE AFTER DECEMBER 31, 1988 AND ANY INCREASES IN CASH VALUE AFTER
DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED UNLESS THE CONTRACT OWNER/EMPLOYEE HAS
A) ATTAINED AGE 59 1/2, B) SEPARATED FROM SERVICE, C) DIED, D) BECOME DISABLED
OR E) EXPERIENCED FINANCIAL HARDSHIP. (CASH VALUE INCREASES MAY NOT BE
DISTRIBUTED PRIOR TO AGE 59 1/2 FOR HARDSHIPS.)

DISTRIBUTIONS PRIOR TO AGE 59 1/2 DUE TO FINANCIAL HARDSHIP OR SEPARATION
FROM SERVICE MAY STILL BE SUBJECT TO A PENALTY TAX OF 10%.

ALPINE WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A
WITHDRAWAL IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR
SITUATION; OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1,
1989 ACCOUNT VALUES.

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE
CONTINUING TAX QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN
ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRAACT OWNER, THEREFORE,
SHOULD CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE ___.)

SETTLEMENT PROVISIONS

You select an Annuity Commencement Date and an Annuity option which may be
on a fixed or variable basis, or a combination thereof. The Annuity Commencement
Date will not be

<PAGE>

deferred beyond the Annuitant's 90th birthday. The Annuity Commencement Date
and/or the Annuity option may be changed from time to time, but any change must
be at least 30 days prior to the date on which Annuity payments are scheduled
to begin. The Contract allows You to change the Sub-Accounts on which variable
payments are based after payments have commenced once every three months. Any
Fixed Annuity allocation may not be changed.

The Contract contains the four Annuity payment options and the Annuity
Proceeds Settlement Option. Annuity Options 2, 4, and the Annuity Proceeds
Settlement Option are available to Qualified Contracts only if the guaranteed
payment period is less than the life expectancy of the Annuitant at the time the
option becomes effective. Such life expectancy shall be computed on the basis of
the mortality table prescribed by the IRS, or if none is prescribed, the
mortality table then in use by Alpine. With respect to Non-Qualified Contracts,
if you do not elect otherwise, payments in most states will automatically begin
at the Annuitant's age 90 (with the exception of states that do not allow
deferral past age 85) under Annuity Option 2 with 120 monthly payments certain.
For Qualified Contracts and Contracts issued in Texas, if you do not elect
otherwise, payments will begin automatically at the Annuitant's age 90 under
Annuity Option 1 to provide a life Annuity. After the Annuity Commencement Date,
the Annuity option elected may not be changed.

Option 1 - Life Annuity

A life Annuity is an Annuity payable during the lifetime of the Annuitant
and terminating with the last payment due preceding the death of the Annuitant.
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 an Annuitant to receive only one
Annuity payment if he died prior to the due date of the second Annuity payment,
two if he died before the date of the third Annuity payment, etc.

Option 2 - Life Annuity with 120, 180 or 240 Monthly Payments Certain

This Annuity option is an Annuity payable monthly during the lifetime of an
Annuitant 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 Annuitant, payments have
been made for less than the minimum elected number of months, then the present
value as of the date of the Annuitant's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by Alpine.

Option 3 - Joint and Last Survivor Annuity

<PAGE>

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

It would be possible under this option for an Annuitant 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 4 - Payments for a Designated Period

An amount payable monthly for the number of years selected which may be
from 5 to 30 years. Under this option, you may, at any time, surrender the
Contract and receive, within seven days, the Termination Value of the Contract
as determined by Alpine.

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

Annuity Option 4 is an option that does not involve life contingencies and
thus no mortality guarantee. Charges made for the mortality undertaking under
the Contracts thus provide no real benefit to You.

Annuity Proceeds Settlement Option

Proceeds from the Death Benefit may be left with Alpine for a period not to
exceed five years from the date of the Contract Owner's death prior to the
Annuity Commencement Date. These proceeds will remain in the Sub-Account(s) to
which they were allocated at the time of death unless the Beneficiary elects to
reallocate them. Full or partial withdrawals may be made at any time. In the
event of withdrawals, the remaining value will equal the Contract Value of the
proceeds left with Alpine, minus any withdrawals.

Alpine may offer other annuity or settlement options from time to time.

Variable and Fixed Annuity Payments - When an Annuity is effected under a
Contract, unless otherwise specified, Contract Values (less applicable Premium
Taxes) 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 Account Contract
Values will be applied to provide a Fixed Annuity. YOU SHOULD CONSIDER THE
QUESTION OF ALLOCATION OF CONTRACT VALUES (LESS APPLICABLE PREMIUM TAXES) AMONG
SUB-ACCOUNTS OF THE SEPARATE ACCOUNT AND THE GENERAL ACCOUNT OF ALPINE TO MAKE
CERTAIN THAT ANNUITY PAYMENTS ARE BASED ON THE INVESTMENT ALTERNATIVE BEST

<PAGE>

SUITED TO YOUR NEEDS FOR RETIREMENT.

The minimum monthly Annuity payment is $50.00. No election may be made
which results in a first payment of less than $50.00. If at any time Annuity
payments are or become less than $50.00, Alpine has the right to change the
frequency of payment to intervals that will result in payments of at least
$50.00. For New York Contracts, the minimum monthly Annuity payment is $20.00.

When Annuity payments are to commence, the value of the Contract is
determined as the sum of (1) the value of the Fixed Account no earlier than the
close of business on the fifth Valuation Day preceding the date the first
Annuity payment is due plus (2) the product of (a) the value of the Accumulation
Unit of each Sub-Account on that same day and (b) the number of Accumulation
Units credited to each Sub-Account as of the date the Annuity is to commence.

All annuity payments under any option will occur the same day of the month
as the Annuity Commencement Date, based on the payment frequency selected by
You. Available payment frequencies include monthly, quarterly, semi-annual and
annual. The payment frequency may not be changed after payout has begun.

Variable Annuity - The Contract 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 under a Contract. The first
monthly payment varies according to the form and type of Variable Payment
Annuity selected. The Contract contains Variable Payment Annuity tables derived
from the 1983a 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 value
(expressed in thousands of dollars) of a Sub-Account (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the Contracts.

The amount of the first monthly Variable Annuity payment is divided by the
value of an Annuity Unit 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 then current Annuity Unit value.

The value of the Annuity Unit for each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor for the day for which the Annuity Unit
value is being calculated, and (2) a factor to neutralize the assumed investment
rate of 5% per annum. The Annuity Unit value used in calculating the amount of
the Variable Annuity payments will be based on an Annuity Unit value determined
as of the close of business on a day no earlier than the fifth Valuation Day
preceding the date of the Annuity payment.

<PAGE>

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 FROM THE A.I.R.

Fixed Annuity - Fixed Annuity payments are determined at annuitization by
multiplying the Contract Value (less applicable Premium Taxes) by a rate to be
determined by Alpine which is no less than the rate specified in the Fixed
Payment Annuity tables in the Contract. The Annuity payment will remain level
for the duration of the Annuity.

OTHER INFORMATION

Assignment - Ownership of a Contract described herein is generally
assignable. However, if the Contracts are issued pursuant to some form of
Qualified Plan, it is possible that the ownership of the Contracts may not be
transferred or assigned depending on the type of tax-qualified retirement plan
involved. An assignment of a Non-Qualified Contract may subject the Contract
values or assignment proceeds to income taxes and certain penalty taxes.

Contract Modification - The Annuitant may not be changed; however, the
Contingent Annuitant may be changed at any time prior to the Annuity
Commencement Date by written notice to Alpine.

Alpine reserves the right to modify the Contract, but only if such
modification: (i) is necessary to make the Contract or the Separate Account
comply with any law or regulation issued by a governmental agency to which
Alpine is subject; or (ii) is necessary to assure continued qualification of the
Contract under the Code or other federal or state laws relating to retirement
annuities or annuity Contracts; or (iii) is necessary to reflect a change in the
operation of the Separate Account or the Sub-Account(s) or (iv) provides
additional Separate Account options or (v) withdraws Separate Account options.
In the event of any such modification Alpine will provide notice to You or to
the payee(s) during the Annuity period. Alpine may also make appropriate
endorsement in the Contract to reflect such modification.

FEDERAL TAX CONSIDERATIONS

What are some of the federal tax consequences which affect these Contracts?

A. GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.

<PAGE>

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

B. TAXATION OF ALPINE AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Alpine that is taxed as a life
insurance company in accordance with 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 Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Accumulation Unit Values" commencing on
page ___). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.

C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
QUALIFIED RETIREMENT PLANS

Section 72 of the Code governs the taxation of annuities in general

1. Non-Natural Persons, Corporations, Etc. Section 72 contains
provisions for Contract Owners that are non-natural persons.
Non-natural persons include corporations, trusts, limited liability
companies and partnerships. The annual net increase in the value of
the Contract is currently includable in the gross income of a
non-natural person, unless the non-natural person holds the Contract
as an agent for a natural person. There are additional exceptions
from current inclusion for (i) certain annuities held by structured
settlement companies, (ii) certain annuities held by an employer with
respect to a terminated qualified retirement plan and (iii) certain
immediate annuities. A non-natural person who is a tax-exempt entity
for federal tax purposes will not be subject to income tax as a
result of this provision.

If the Contract Owner is not an individual, the primary Annuitant
shall be treated as the Contract Owner for purposes of making
distributions which are required to be made upon the death of the
Contract Owner. If there is a change in the primary Annuitant, such
change shall be treated as the death of the Contract Owner.

2. Other Contract Owners (Natural Persons). A Contract Owner is not
taxed on increases in the value of the Contract until an amount is
received or deemed received, e.g., in the form

<PAGE>

of a lump sum payment (full or partial value of a Contract) or as
Annuity payments under the settlement option elected.

The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Contracts obtained in a tax-free exchange for other
annuity contracts or life insurance contracts which were purchased
prior to August 14, 1982.

a. Distributions Prior to the Annuity Commencement Date.

i. Total premium payments less amounts received which were not
includable in gross income equal the "investment in the
contract" under Section 72 of the Code.

ii. To the extent that the value of the Contract (ignoring any
surrender charges except on a full surrender) exceeds the
"investment in the contract," such excess constitutes the
"income on the contract."

iii. Any amount received or deemed received prior to the Annuity
Commencement Date (e.g., upon a partial surrender) is deemed
to come first from any such "income on the contract" and
then from "investment in the contract," and for these
purposes such "income on the contract" shall be computed by
reference to any aggregation rule in subparagraph 2.c.
below. As a result, any such amount received or deemed
received (1) shall be includable in gross income to the
extent that such amount does not exceed any such "income on
the contract," and (2) shall not be includable in gross
income to the extent that such amount does exceed any such
"income on the contract." If at the time that any amount is
received or deemed received there is no "income on the
contract" (e.g., because the gross value of the Contract
does not exceed the "investment in the contract" and no
aggregation rule applies), then such amount received or
deemed received will not be includable in gross income, and
will simply reduce the "investment in the contract."

iv. The receipt of any amount as a loan under the Contract or
the assignment or pledge of any portion of the value of the
Contract shall be treated as an amount received for purposes
of this subparagraph a. and the next subparagraph b.

v. In general, the transfer of the Contract, without full and
adequate consideration, will be treated as an amount
received for purposes of this subparagraph a. and the next
subparagraph b. This transfer rule does not apply, however,
to certain transfers of property between spouses or incident
to divorce.

b. Distributions After Annuity Commencement Date. Annuity payments
made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the
amount determined by the application of the ratio of the
"investment in the contract" to the total amount of the payments
to be made

<PAGE>

after the Annuity Commencement Date (the "exclusion ratio").

i. When the total of amounts excluded from income by
application of the exclusion ratio is equal to the
investment in the contract as of the Annuity Commencement
Date, any additional payments (including surrenders) will be
entirely includable in gross income.

ii. If the annuity payments cease by reason of the death of the
Annuitant and, as of the date of death, the amount of
annuity payments excluded from gross income by the exclusion
ratio does not exceed the investment in the contract as of
the Annuity Commencement Date, then the remaining portion of
unrecovered investment shall be allowed as a deduction for
the last taxable year of the Annuitant.

iii. Generally, non-periodic amounts received or deemed received
after the Annuity Commencement Date are not entitled to any
exclusion ratio and shall be fully includable in gross
income. However, upon a full surrender after such date,
only the excess of the amount received (after any surrender
charge) over the remaining "investment in the contract"
shall be includable in gross income (except to the extent
that the aggregation rule referred to in the next
subparagraph c. may apply).

c. Aggregation of Two or More Annuity Contracts. Contracts issued
after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar
year (other than certain contracts held in connection with a
tax-qualified retirement arrangement) will be treated as one
annuity Contract for the purpose of determining the taxation of
distributions prior to the Annuity Commencement Date. An annuity
contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new
Contract for this purpose. Alpine believes that for any annuity
subject to such aggregation, the values under the Contracts and
the investment in the contracts will be added together to
determine the taxation under subparagraph 2.a., above, of
amounts received or deemed received prior to the Annuity
Commencement Date. Withdrawals will first be treated as
withdrawals of income until all of the income from all such
Contracts is withdrawn. As of the date of this Prospectus, there
are no regulations interpreting this provision.

d. 10% Penalty Tax -- Applicable to Certain Withdrawals and Annuity
Payments.

i. If any amount is received or deemed received on the Contract
(before or after the Annuity Commencement Date), the Code
applies a penalty tax equal to ten percent of the portion of
the amount includable in gross income, unless an exception
applies.

ii. The 10% penalty tax will not apply to the following
distributions (exceptions vary based upon the precise plan
involved):

<PAGE>

1. Distributions made on or after the date the recipient
has attained the age of 59 1/2.

2. Distributions made on or after the death of the holder
or where the holder is not an individual, the death of
the primary annuitant.

3. Distributions attributable to a recipient's becoming
disabled.

4. A distribution that is part of a scheduled series of
substantially equal periodic payments for the life (or
life expectancy) of the recipient (or the joint lives
or life expectancies of the recipient and the
recipient's Beneficiary).

5. Distributions of amounts that are allocable to the
"investment in the contract" prior to August 14, 1982
(see next subparagraph e.).

e. Special Provisions Affecting Contracts Obtained through a
Tax-Free Exchange of Other Annuity or Life Insurance
Contracts Purchased Prior to August 14, 1982. If the
Contract was obtained by a tax-free exchange of a life
insurance or annuity Contract purchased prior to August 14,
1982, then any amount received or deemed received prior to
the Annuity Commencement Date shall be deemed to come (1)
first from the amount of the "investment in the contract"
prior to August 14, 1982 ("pre-8/14/82 investment") carried
over from the prior Contract, (2) then from the portion of
the "income on the contract" (carried over to, as well as
accumulating in, the successor Contract) that is
attributable to such pre-8/14/82 investment, (3) then from
the remaining "income on the contract" and (4) last from
the remaining "investment in the contract." As a result,
to the extent that such amount received or deemed received
does not exceed such pre-8/14/82 investment, such amount
is not includable in gross income., In addition, to the
extent that such amount received or deemed received does
not exceed the sum of (a) such pre-8/14/82 investment and
(b) the "income on the contract" attributable thereto, such
amount is not subject to the 10% penalty tax. In all other
respects, amounts received or deemed received from such
post-exchange Contracts are generally subject to the rules
described in this subparagraph 3.

f. Required Distributions

i. Death of Contract Owner or Primary Annuitant

Subject to the alternative election or spouse
beneficiary provisions in ii or iii below:

1. If any Contract Owner dies on or after the
Annuity Commencement Date and before the
entire interest in the Contract has been
distributed, the remaining portion of such
interest shall be distributed at least as
rapidly as under the

<PAGE>

method of distribution being used as of the date
of such death;

2. If any Contract Owner dies before the Annuity
Commencement Date, the entire interest in the
Contract will be distributed within 5 years
after such death; and

3. If the Contract Owner is not an individual,
then for purposes of 1. or 2. above, the
primary annuitant under the Contract shall be
treated as the Contract Owner, and any change
in the primary annuitant shall be treated as
the death of the Contract Owner. The primary
annuitant is the individual, the events in
the life of whom are of primary importance in
affecting the timing or amount of the payout
under the Contract.

ii. Alternative Election to Satisfy Distribution
Requirements

If any portion of the interest of You described in
i. above is payable to or for the benefit of a
designated beneficiary, such beneficiary may elect
to have the portion distributed over a period that
does not extend beyond the life or life expectancy
of the beneficiary. The election and payments
must begin within a year of the death.

iii. Spouse Beneficiary

If any portion of the interest of the Contract
Owner is payable to or for the benefit of his or
her spouse, and the Annuitant or Contingent
Annuitant is living, such spouse shall be treated
as the Contract Owner of such portion for purposes
of section i. above.

3. Diversification Requirements. Section 817 of the Code provides that
a variable annuity contract will not be treated as an annuity
contract for any period during which the investments made by the
separate account or underlying fund are not adequately diversified
in accordance with regulations prescribed by the Treasury Department.
If a Contract is not treated as an annuity contract, the Contract
Owner will be subject to income tax on the annual increases in cash
value.

The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the
value of the total assets of the segregated asset account underlying
a variable contract is represented by any one investment, no more
than 70% is represented by any two investments, no more than 80% is
represented by any three investments, and no more than 90% is
represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer,
all interests in the same real property project, and all interests
in the same commodity are each treated as a single investment. In
addition, in the case of government securities, each government
agency or instrumentality shall be treated as a separate issuer.

<PAGE>

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

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

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

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

D. FEDERAL INCOME TAX WITHHOLDING

<PAGE>

The portion of a distribution which is taxable income to the recipient will be
subject to federal income tax withholding, pursuant to Section 3405 of the
Code. The application of this provision is summarized below:

1. Non-Periodic Distributions. The portion of a non-periodic
distribution which constitutes taxable income will be subject to
federal income tax withholding unless the recipient elects not to
have taxes withheld. If an election not to have taxes withheld is not
provided, 10% of the taxable distribution will be withheld as federal
income tax. Election forms will be provided at the time
distributions are requested. If the necessary election forms are not
submitted to Alpine, Alpine will automatically withhold 10% of the
taxable distribution.

2. Periodic Distributions (distributions payable over a period greater
than one year). The portion of a periodic distribution which
constitutes taxable income will be subject to federal income tax
withholding as if the recipient were married claiming three
exemptions. A recipient may elect not to have income taxes withheld
or have income taxes withheld at a different rate by providing a
completed election form. Election forms will be provided at the time
distributions are requested.

E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page FOR information relative to
the types of plans for which it may be used and the general explanation of the
tax features of such plans.

F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity 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 annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax, other 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 an annuity purchase.

MISCELLANEOUS

How We Sell Our Annuity

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is a wholly owned subsidiary of Hartford Financial Services Group Inc. The
principal business address of HSD is the same as that

<PAGE>

of the Hartford.

The securities will be sold by salesperson of HSD who represent Alpine as
insurance and variable annuity agents and who are registered representatives.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Alpine and will not be more than 6% of Premium
Payments. From time to time, Alpine may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Alpine will credit the Contract with an
additional 5.0% of the premium payment. This additional percentage of premium
payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of Alpine;
and (2) employees and registered representatives (and their families) of
registered broker-dealers (or financial institutions affiliated therewith) that
have a sales agreement with Alpine and its principal underwriter to sell the
Contracts.

Legal Matters and Experts

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

Counsel with respect to federal laws and regulations applicable to the
issue and sale of the Contracts and with respect to Connecticut law is Lynda
Godkin, Senior Vice President, General Counsel and Corporate Secretary, Alpine
Life Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.

<PAGE>

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

Year 2000 Compliance

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

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

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

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

ADDITIONAL INFORMATION

Inquiries will be answered by calling your representative or by writing:

<PAGE>

Alpine Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: (800) [ ]

<PAGE>

APPENDIX I

INFORMATION REGARDING TAX-QUALIFIED PLANS

The tax rules applicable to tax-qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions
and tax penalties, vary according to the type of plan as well as the terms
and conditions of the plan itself. Various tax penalties may apply to
contributions in excess of applicable limits, distributions prior to age
59 1/2 (subject to certain exceptions), distributions which do not conform to
applicable commencement and minimum distribution rules, and certain other
transactions with respect to tax-qualified plans. Therefore, this summary
does not attempt to provide more than general information about the tax rules
associated with use of a Contract by a tax-qualified retirement plan.
Contract Owners, plan participants and beneficiaries are cautioned that the
rights and benefits of any person to benefits may be controlled by the terms
and conditions of the tax-qualified retirement plan itself, regardless of the
terms and conditions of a Contract, but that Alpine is not bound by the terms
and conditions of such plans to the extent such terms conflict with a
Contract, unless Alpine specifically consents to be bound. Additionally,
some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into Alpine's administrative
procedures. Contract Owners, participants and beneficiaries are responsible
for determining that contributions, distributions and other transactions
comply with applicable law. Because of the complexity of these rules,
owners, participants and beneficiaries are encouraged to consult their own
tax advisors as to specific tax consequences.

A. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS Provisions of the Code
permit eligible employers to establish tax-qualified pension or
profit sharing plans (described in Section 401(a) and 401(k), if
applicable, and exempt from taxation under Section 501(a) of the
Code), and Simplified Employee Pension Plans (described in
Section 408(k)). Such plans are subject to limitations on the
amount that may be contributed, the persons who may be eligible
to participate and the time when distributions must commence.
Employers intending to use these contracts in connection with
tax-qualified pension or profit-sharing plans should seek
competent tax and other legal advice.

B. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) Section 403(b) of the
Code permits public school employees and employees of certain
types of charitable, educational and scientific organizations, as
specified in Section 501(c)(3) of the Code, to purchase annuity
contracts, and, subject to certain limitations, to exclude such
contributions from gross income. Generally, such contributions
may not exceed the lesser of $10,000 (indexed) or 20% of an
employee's "includable compensation" for such employee's most
recent full year of employment, subject to other adjustments.
Special provisions under the Code may allow some employees to
elect a different overall limitation.

Tax-sheltered annuity programs under Section 403(b) are subject
to a PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT
ATTRIBUTABLE TO CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION
AGREEMENT,

<PAGE>

unless such distribution is made:

(1) After the participating employee attains age 59 1/2;
(2) Upon separation from service;
(3) Upon death or disability; or
(4) In the case of hardship (and in the case of hardship, any
income attributable to such contributions may not be
distributed).

Generally, the above restrictions do not apply to distributions
attributable to cash values or other amounts held under a Section
403(b) contract as of December 31, 1988.

C. DEFERRED COMPENSATION PLANS UNDER SECTION 457 Employees and
independent contractors performing services for eligible
employers may have contributions made to an Eligible Deferred
Compensation Plan of their employer in accordance with the
employer's plan and Section 457 of the Code. Section 457 places
limitations on contributions to Eligible Deferred Compensation
Plans maintained by a State or other tax-exempt organization.
For these purposes, the term "State" means a State, a political
sub-division of a State, and an agency or instrumentality of a
State or political sub-division of a State. Generally, the
limitation is 33 1/3% of includable compensation (typically 25%
of gross compensation) or, for 1998, $8,000 (indexed), whichever
is less. Such a plan may also provide for additional "catch-up"
deferrals during the three taxable years ending before a
Participant attains normal retirement age.

An employee electing to participate in an Eligible Deferred
Compensation Plan should understand that his or her rights and
benefits are governed strictly by the terms of the plan and that
the employer is the legal owner of any contract issued with
respect to the plan. The employer, as owner of the contract(s),
retains all voting and redemption rights that may accrue to the
contract(s) issued with respect to the plan. The participating
employee should look to the terms of his or her plan for any
charges in regard to participating therein other than those
disclosed in this Prospectus. Participants should also be aware
that effective August 20, 1996, the Small Business Job Protection
Act of 1996 requires that all assets and income of an Eligible
Deferred Compensation Plan established by a governmental employer
which is a State, a political subdivision of a State, or any
agency or instrumentality of a State or political subdivision of
a State, must be held in trust (or under certain specified
annuity contracts or custodial accounts) for the exclusive
benefit of participants and their beneficiaries. Special
transition rules apply to such Eligible governmental Deferred
Compensation Plans already in existence on August 20, 1996, and
provide that such plans need not establish a trust before January
1, 1999. However, this requirement of a trust does not apply to
amounts under an Eligible Deferred Compensation Plan of a tax-exempt
(non-governmental) organization, and such amounts will be
subject to the claims of such tax-exempt employer's general
creditors.

In general, distributions from an Eligible Deferred Compensation
Plan are prohibited under Section 457 of the Code unless made
after the participating employee attains age 70/ /, separates from
service, dies, or suffers an unforeseeable financial emergency.
Present

<PAGE>

federal tax law does not allow tax-free transfers or
rollovers for amounts accumulated in a Section 457 plan except
for transfers to other Section 457 plans in limited cases.

D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408 Section 408 of the
Code permits eligible individuals to establish individual
retirement programs through the purchase of Individual Retirement
Annuities ("IRAs"). IRAs are subject to limitations on the
amount that may be contributed, the contributions that may be
deducted from taxable income, the persons who may be eligible and
the time when distributions may commence. Also, distributions
from certain qualified plans may be "rolled-over" on a tax-deferred
basis into an IRA.

The Contracts may be offered as SIMPLE IRAs in connection with a
SIMPLE IRA plan of an employer. Special rollover rules apply to
SIMPLE IRAs. Amounts can be rolled over from one SIMPLE IRA to
another SIMPLE IRA. However, amounts can be rolled over from a
SIMPLE IRA to a regular IRA only after two years have expired
since the participant first commenced participation in your
employer's SIMPLE IRA plan. Amounts cannot be rolled over to a
SIMPLE IRA from a qualified plan or a regular IRA. Alpine is a
non-designated financial institution.

Beginning in 1998, the Contracts may be offered as ROTH IRAs
under Section 408A of the Code. Contributions to a ROTH IRA are
not deductible. Subject to special limitations, a regular IRA
may be converted into a ROTH IRA or a distribution from a regular
IRA may be rolled over to a ROTH IRA. However, a conversion or a
rollover from a regular IRA to a ROTH IRA is not excludable from
gross income. If certain conditions are met, qualified
distributions from a ROTH IRA are tax-free.

E. FEDERAL TAX PENALTIES AND WITHHOLDING Distributions from retirement
plans are generally taxed under Section 72 of the Code. Under
these rules, a portion of each distribution may be excludable
from income. The excludable amount is the portion of the
distribution that bears the same ratio as the after-tax
contributions bear to the expected return.

1. PREMATURE DISTRIBUTION Distributions from a tax-qualified
plan before the Participant attains age 59/ / / / are generally
subject to an additional penalty tax equal to 10% of the
taxable portion of the distribution. The 10% penalty does
not apply to distributions made after the employee's death,
on account of disability, for eligible medical expenses and
distributions in the form of a life annuity and, except in
the case of an IRA, certain distributions after separation
from service after age 55. For these purposes, a life
annuity means a scheduled series of substantially equal
periodic payments for the life or life expectancy of the
Participant (or the joint lives or life expectancies of the
Participant and Beneficiary).

In addition, effective for distributions made from an IRA
after December 31, 1997, there is no such penalty tax on
distributions that do not exceed the amount of certain
qualifying higher education expenses, as defined by Section
72(t)(7) of the Code, or which are qualified first-time home
buyer distributions meeting the requirements of

<PAGE>

Section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be
aware that the 10% penalty tax discussed above is increased
to 25% with respect to non-exempt premature distributions
made from your SIMPLE IRA during the first two years
following the date you first commenced participation in any
SIMPLE IRA plan of your employer.

2. MINIMUM DISTRIBUTION TAX If the amount distributed is less
than the minimum required distribution for the year, the
Participant is subject to a 50% tax on the amount that was
not properly distributed.

An individual's interest in a tax-qualified retirement plan
generally must be distributed, or begin to be distributed,
not later than April 1 of the calendar year following the
later of (i) the calendar year in which the individual
attains age 70 1/2 or (ii) the calendar year in which the
individual retires from service with the employer sponsoring
the plan ("required beginning date"). However, the required
beginning date for an individual who is a five (5) percent
owner (as defined in the Code), or who is the owner of an
IRA, is April 1 of the calendar year following the calendar
year in which the individual attains age 70 1/2. The entire
interest of the Participant must be distributed beginning no
later than the required beginning date over a period that
may not extend beyond a maximum of the life expectancy of
the Participant and a designated Beneficiary. Each annual
distribution must equal or exceed a "minimum distribution
amount" which is determined by dividing the account balance
by the applicable life expectancy. This account balance is
generally based upon the account value as of the close of
business on the last day of the previous calendar year. In
addition, minimum distribution incidental benefit rules may
require a larger annual distribution.

If an individual dies before reaching his or her required
beginning date, the individual's entire interest must
generally be distributed within five years of the
individual's death. However, this rule will be deemed
satisfied, if distributions begin before the close of the
calendar year following the individual's death to a
designated Beneficiary (or over a period not extending
beyond the life expectancy of the beneficiary). If the
Beneficiary is the individual's surviving spouse,
distributions may be delayed until the individual would have
attained age 70 1/2.

If an individual dies after reaching his or her required
beginning date or after distributions have commenced, the
individual's interest must generally be distributed at least
as rapidly as under the method of distribution in effect at
the time of the individual's death.

3. WITHHOLDING In general, distributions from IRAs and plans
described in Section 457 of the Code are subject to regular
wage withholding rules. Periodic distributions from other
tax-qualified retirement plans that are made for a specified
period of 10 or more years or for the life or life
expectancy of the participant (or the joint lives or life
expectancies of the participant and beneficiary) are
generally subject to federal income

<PAGE>

tax withholding as if the recipient were married claiming three
exemptions. The recipient of periodic distributions may generally
elect not to have withholding apply or to have income taxes withheld
at a different rate by providing a completed election form.

Other distributions from such other tax-qualified retirement
plans are generally subject to mandatory income tax
withholding at the flat rate of 20% unless such
distributions are:

a) The non-taxable portion of the distribution;
b) Required minimum distributions; or
c) Direct transfer distributions.

Direct transfer distributions are direct payments to an IRA
or to another eligible retirement plan under Code section
401(a)(31).

<PAGE>

TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION

SECTION PAGE
Description of Alpine Life Insurance Company
Safekeeping of Assets
Independent Public Accountants
Distribution of Contracts
Calculation of Yield and Return
Performance Comparisons
Financial Statements

<PAGE>

This form must be completed for all tax-sheltered annuities.

SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The Alpine Variable Annuity Contract that you have recently purchased is subject
to certain restrictions imposed by the Tax Reform Act of 1986. Contributions to
the Contract after December 31, 1988 and any increases in cash value after
December 31, 1988 may not be distributed to you unless you have:

a. Attained age 59 1/2,
b. Separated from service,
c. Died, or
d. Become disabled.

Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.

Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Alpine Variable Annuity. Please refer to your Plan.

Please complete the following and return to:

Alpine Life Insurance Company
Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

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

Name of You/Participant
Address
City or Plan/School District
Date:
Contract No:
Signature:

<PAGE>

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

To Obtain a Statement of Additional Information, please complete the form below
and mail to:

Alpine Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

Please send a Statement of Additional Information for (Marketing Name) to me at
the following address:

- -----------------------------------------------
Name

- -----------------------------------------------
Address

- -----------------------------------------------
City/State Zip Code

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

<PAGE>

PART B

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

ALPINE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT ONE
[PRODUCT NAME]

This Statement of Additional Information is not a prospectus. The
information contained herein should be read in conjunction with the
Prospectus.

To obtain a Prospectus, send a written request to Alpine Life Insurance Company
Attn: Individual Annuity Services, P.O. Box 5085, Hartford, CT
06102-5085.

Date of Prospectus: [ ], 1998

Date of Statement of Additional Information: [ ], 1998

<PAGE>
-2-

TABLE OF CONTENTS

SECTION PAGE
- ------- ----

DESCRIPTION OF ALPINE LIFE INSURANCE COMPANY . . . . . . . . . . . . .

SAFEKEEPING OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . .

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTION OF CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . .

CALCULATION OF YIELD AND RETURN. . . . . . . . . . . . . . . . . . . . .

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . .

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

-3-

DESCRIPTION OF ALPINE LIFE INSURANCE COMPANY

Alpine Life Insurance Company ("Alpine") is a stock life insurance company
engaged in the business of writing life insurance in all states of the United
States and the District of Columbia. Its offices are located in Simsbury,
Connecticut; however, its mailing address is P.O. Box 2999, Hartford, CT
06104-2999. Alpine is ultimately controlled by Hartford Financial Services
Group, Inc., one of the largest financial service providers in the United
States.

SAFEKEEPING OF ASSETS

Title to the assets of the Separate Account is held by Alpine. The assets
are kept physically segregated and are held separate and apart from Alpine's
general corporate assets. Records are maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.

INDEPENDENT PUBLIC ACCOUNTANTS

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

DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account
and will offer the Contracts on a continuous basis.

HSD is a wholly-owned subsidiary of Hartford Financial Services Group Inc.
The principal business address of HSD is the same as Alpine.

The securities will be sold by salespersons of HSD, who represent Alpine as
insurance and Variable Annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Securities and Exchange Commission under the
Securities and Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").

<PAGE>

-4-

CALCULATION OF YIELD AND RETURN

YIELD AND EFFECTIVE YIELD OF THE MONEY MARKET FUND SUB-ACCOUNT. As
summarized in the Prospectus under the heading "Performance Related
Information," the yield of the Money Market Fund Sub-Account for a seven day
period (the "base period") will be computed by determining the "net change in
value" (calculated as set forth below) of a hypothetical account having a
balance of one accumulation unit of the Sub-Account at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from Contract
Owner accounts, and dividing the difference by the value of the account at
the beginning of the base period to obtain the base period return, and then
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent. Net changes in value of a
hypothetical account will include net investment income of the account
(accrued daily dividends as declared by the underlying funds, less daily
expense charges of the account) for the period, but will not include realized
gains or losses or unrealized appreciation or depreciation on the underlying
fund shares.

The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:
365/7
Effective Yield = [(Base Period Return + 1) ] - 1

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

As the Money Market Fund Sub-Account has not been in existence for more than
one year, no performance data is shown here.

CALCULATION OF YIELD. As summarized in the Prospectus under the heading
"Performance Related Information," certain Sub-Accounts may advertise yield
in addition to total return. Yield will be computed by annualizing a recent
month's net investment income, divided by a Fund share's net asset value on
the last trading day of that month. Net changes in the value of a
hypothetical account will assume the change in the underlying mutual fund's
"net asset value per share" for the same period in addition to the daily
expense charge assessed, at the sub-account level for the respective period.
The Sub-Accounts' yields will vary from time to time depending upon market
conditions and, the composition of the underlying funds' portfolios. Yield
should also be considered relative to changes in the value of the
Sub-Accounts' shares and to the relative risks associated with the investment
objectives and policies of the underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

<PAGE>
-5-

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges assessed
against a Contract Owner's account over the base period. Yield quotations based
on a 30 day period were computed by dividing the dividends and interests earned
during the period by the maximum offering price per unit on the last day of the
period, according to the following formula:

Example:
6
Current Yield Formula for the Sub-Account 2[((A-B)/(CD) + 1) - 1]

Where A = Dividends and interest earned during the period.
B = Expenses accrued for the period (net of reimbursements).
C = The average daily number of units outstanding during the period that
were entitled to receive dividends.
D = The maximum offering price per unit on the last day of the period.

As the Sub-Accounts have not been in existence for more than one year, no
performance data is shown here.

At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.

CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered.
The formula for total return used herein includes three steps: (1)
calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of units owned at the
end of the period by the unit value per unit on the last trading day of the
period; (2) assuming redemption at the end of the period and deducting any
applicable contingent deferred sales charge and (3) dividing this account
value for the hypothetical investor by the initial $1,000 investment and
annualizing the result for periods of less than one year. Total return will
be calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.

As the Sub-Accounts have not been in existence for more than one year, no
standardized returns are shown here.

In addition to the standardized total return, the Sub-Accounts may advertise
a non-standardized total return. This figure will usually be calculated for
one year, five years, and ten years or other periods. Non-standardized total
return is measured in the same manner as the standardized total return
described above, except that the contingent deferred sales charge and the
Annual Maintenance Fee are not deducted. Therefore, non-standardized total
return for a Sub-Account is higher than standardized total return for a
Sub-Account.

As the Sub-Accounts have not been in existence for more than one year, no
non-standardized returns are shown here.

<PAGE>
-6-

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN. Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present or
prospective shareholders. Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present
or prospective shareholders. Each Sub-Account may from time to time include
in advertisements its total return (and yield in the case of certain
Sub-Accounts) the ranking of those performance figures relative to such
figures for groups of other annuities analyzed by Lipper Analytical Services
and Morningstar, Inc. as having the same investment objectives.

The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance. The Standard & Poor's Composite Index
of 500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 stocks relative to
the base period 1941-43. The S&P 500 is composed almost entirely of common
stocks of companies listed on the New York Stock Exchange, although the
common stocks of a few companies listed on the American Stock Exchange or
traded over-the-counter are included. The 500 companies represented include
400 industrial, 60 transportation and 40 financial services concerns. The
S&P 500 represents about 80% of the market value of all issues traded on the
New York Stock Exchange.

The NASDAQ-OTC Composite Price Index (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate
market value of approximately 3,500 stocks relative to the base measure of
100.00 on February 5, 1971. The NASDAQ Index is composed entirely of common
stocks of companies traded over-the-counter and often through the National
Association of Securities Dealers Automated Quotations ("NASDAQ") system.
Only those over-the-counter stocks having only one market maker or traded on
exchanges are excluded.

The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe, Australia, New Zealand, and the Far East. The EAFE Index
is weighted by market capitalization, and therefore, it has a heavy
representation in countries with large stock markets, such as Japan.

The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury;
all publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.

<PAGE>
-7-

The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of
approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the SL Government/Corporate Index, an issue must
have amounts outstanding in excess of $1 million, have at least one year to
maturity and be rated "Baa" or higher ("investment grade") by a nationally
recognized rating agency.

The Composite Index for Hartford Advisers Fund is comprised of the S&P 500
(55%), the Lehman Government/Corporate Bond Index (35%), both mentioned
above, and 90 Day U.S. Treasury Bills (10%).

<PAGE>

PART C

<PAGE>

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) All financial statements will be included in Part A and Part B of the
Registration Statement, and will be filed by amendment.

(b) (1) Resolution of the Board of Directors of Alpine Life Insurance
("Alpine") authorizing the establishment of the Separate
Account.

(2) Not applicable.

(3) (a) Principal Underwriter Agreement.(1)

(3) (b) Form of Dealer Agreement.(1)

(4) Form of Individual Flexible Premium Variable Annuity Contract.

(5) Form of Application.

(6) (a) Certificate of Incorporation of Alpine.

(6) (b) Bylaws of Alpine.

(7) Not applicable.

(8) Fund Participation Agreement.(1)

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

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

(11) No financial statements are omitted.

(12) Not applicable.

(13) Not applicable.

(14) Not applicable.

- --------------------
(1) To be filed by amendment.

<PAGE>

(15) Copy of Power of Attorney.

(16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

- --------------------------------------------------------------------------------
NAME POSITION WITH ALPINE
- --------------------------------------------------------------------------------
Gregory A. Boyko Senior Vice President and Director*
- --------------------------------------------------------------------------------
Mary Jane Fortin Chief Accounting Officer and Vice President
- --------------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary, Director*
- --------------------------------------------------------------------------------
Thomas M. Marra Director*
- --------------------------------------------------------------------------------
Criag R. Raymond Senior Vice President and Chief Actuary
- --------------------------------------------------------------------------------
Charles F. Shabunia Assistant Vice President
- --------------------------------------------------------------------------------
Lowndes A. Smith President, Chief Executive Office and Director*
- --------------------------------------------------------------------------------
David M. Znamierowski Senior Vice President, Chief Investment Officer
and Director*
- --------------------------------------------------------------------------------

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

*Denotes Board of Directors.

Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant

Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

Not Applicable

Item 28. Indemnification

To the fullest extent permitted by applicable law now or hereafter in
effect, any person

<PAGE>

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

Item 29. Principal Underwriters
<TABLE>
<S> <C>

(a) HSD acts as principal underwriter for the following investment
companies:

Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account Two (DC Variable Account I)
Hartford Life Insurance Company - Separate Account Two (DC Variable Account II)
Hartford Life Insurance Company - Separate Account Two (QP Variable Account)
Hartford Life Insurance Company - Separate Account Two (Variable Account "A")
Hartford Life Insurance Company - Separate Account Two (NQ Variable Account)
Hartford Life Insurance Company - Putnam Capital Manager Trust Separate
Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
Hartford Life and Annuity Insurance Company - Separate Account One
Hartford Life and Annuity Insurance Company - Putnam Capital Manager
Trust Separate Account Two
Hartford Life and Annuity Insurance Company - Separate Account Three
Hartford Life and Annuity Insurance Company - Separate Account Five
Hartford Life and Annuity Insurance Company - Separate Account Six
American Maturity Life Insurance Company - Separate Account AMLVA
</TABLE>

<PAGE>

(b) Directors and Officers of HSD

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

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

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

Item 30. Location of Accounts and Records

All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by Alpine at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

Item 31. Management Services

All management contracts are discussed in Part A and Part B of this
Registration Statement.

Item 32. Undertakings

(a) The Registrant hereby undertakes to file a post-effective
amendment to this Registration Statement as frequently as is
necessary to ensure that the audited financial statements in
the Registration Statement are never more than 16 months old so
long as payments under the variable annuity Contracts may be
accepted.

(b) The Registrant hereby undertakes to include either (1) as part
of any application to purchase a Contract offered by the
Prospectus, a space that an applicant can check to request a
Statement of Additional Information, or (2) a post card or
similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a
Statement of Additional Information.

(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to
be made available under this Form promptly upon written or oral
request.

<PAGE>

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

The Registrant is relying on the no-action letter issued by the
Division of Investment Management to American Counsel of Life
Insurance, Ref. No. IP-6-88, November 28, 1988. The Registrant has
complied with conditions one through four of the no-action letter.

<PAGE>

SIGNATURES
----------

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 9th day of
October, 1998.

ALPINE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT ONE
(Registrant)

*By: /s/ Craig R. Raymond *By: /s/ Marianne O'Doherty
------------------------------- ------------------------------------
Craig R. Raymond Marianne O'Doherty
Senior Vice President Attorney-in-Fact
and Chief Actuary

ALPINE LIFE INSURANCE COMPANY

(Depositor)

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

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

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

<PAGE>

EXHIBIT INDEX

(b)(1) Resolution of the Board of Directors of Alpine Life Insurance Company
("Alpine ") authorizing the establishment of the Separate Account.

(4) Form of Individual Flexible Premium Variable Annuity Contract.

(5) Form of Application.

(6)(a) Certificate of Incorporation of Alpine.

(6)(b) Bylaws of Alpine.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

<PAGE>

ALPINE LIFE INSURANCE COMPANY

CONSENT OF DIRECTORS

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

ESTABLISHMENT OF SEPARATE ACCOUNT ONE - VARIABLE ANNUITY

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

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

NOW, THEREFORE, BE IT

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

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

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

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

<PAGE>

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

/s/ Gregory A Boyko /s/ Lowndes A. Smith
- -------------------------------------- --------------------------------------
Gregory A. Boyko Lowndes A. Smith

/s/ Lynda Godkin /s/David M. Znamierowski
- -------------------------------------- --------------------------------------
Lynda Godkin David M. Znamierowski

/s/ Thomas M. Marra
- --------------------------------------
Thomas M. Marra

<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE ANNUITY CONTRACT

ALPINE LIFE INSURANCE COMPANY
Hartford, Connecticut 06104-2999
(a stock life insurance company, herein called the "Company")

Unless otherwise directed by the Contract Owner, the Company agrees to pay the
named Annuitant, on the Annuity Commencement Date, if the Annuitant and Contract
Owner are then living, the first of a series of annuity payments the frequency,
period and dollar amounts of which shall be determined on the basis as set forth
herein, in accordance with the Annuity Option selected.

This contract is issued in consideration of the payment of the initial premium
payment.

This contract is subject to the laws of the jurisdiction where it is delivered.

The Contract Specifications on Page 3 and the conditions and provisions on this
and the following pages are part of the contract.

RIGHT TO EXAMINE CONTRACT

We want you to be satisfied with the contract you have purchased. We urge you
to closely examine its provisions. If for any reason you are not satisfied with
your purchase you may surrender the contract by returning the contract within
ten days after you receive it. A written request for cancellation must
accompany the contract. In such event, we will pay to the Contract Owner an
amount equal to the sum of (i) the difference between the premiums paid and the
amounts allocated to any Account under the contract and (ii) the Contract Value
on the date of surrender. The Contract Owner bears only the investment risk
during the period prior to the Company's receipt of request for cancellation.

Signed for the Company

/s/ Lynda Godkin, SECRETARY /s/ Lowndes A. Smith, PRESIDENT
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT

PREMIUM PAYMENTS ARE FLEXIBLE AS DESCRIBED HEREIN.

NONPARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT. DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION
PROVISIONS, PAGES 9 AND 1O.

VA-APLINE SAMPLE Printed in U.S.A.
<PAGE>

TABLE OF CONTENTS

PAGE

Contract Specifications 3

Definition of Certain Terms 4

Premium Payments Provision 5

Contract Control Provisions 6

General Provisions 7

Valuation Provisions 9

Termination Provisions 10

Settlement Provisions 12

Annuity Tables 15

VA-ALPINE SAMPLE Printed in U.S.A.
<PAGE>

CONTRACT SPECIFICATIONS
<TABLE>
<CAPTION>

<S> <C> <C> <C>
CONTRACT NUMBER [SPECIMEN] CONTRACT DATE [FEBRUARY 8, 1994]
NAME OF ANNUITANT [JAMES SCOTT] DATE OF ISSUE [FEBRUARY 8, 1994]
AGE OF ANNUITANT [35] ANNUITY COMMENCEMENT DATE [JANUARY 1, 2024]
SEX OF ANNUITANT [MALE] INITIAL PREMIUM PAYMENT [$20,000]
CONTINGENT ANNUITANT [PAUL SCOTT] MINIMUM SUBSEQUENT PAYMENT $500
DESIGNATED BENEFICIARY [ANN SCOTT] MINIMUM FIXED ACCOUNT
INTEREST RATE 3%
CONTRACT OWNER [SAME]
(IF OTHER THAN ANNUITANT)
</TABLE>

DESCRIPTION OF BENEFITS

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT

ANNUAL WITHDRAWAL AMOUNT: CONTRACT YEARS 1-7
10% OF PREMIUM PAYMENTS.

AFTER CONTRACT YEAR 7
THE GREATER OF:

100% OF THE CONTRACT VALUE REDUCED BY
THE TOTAL OF ANY PREMIUM PAYMENTS MADE
DURING THE 7 YEARS PRIOR TO WITHDRAWAL;
AND

10% OF PREMIUM PAYMENTS MADE DURING THE
7 YEARS PRIOR TO WITHDRAWAL.

ANNUAL CONTRACT MAINTENANCE FEE: $0 IF THE CONTRACT VALUE IS $50,000 OR
MORE ON THE CONTRACT ANNIVERSARY.

$30 IF THE CONTRACT VALUE IS LESS THAN
$50,000 ON THE CONTRACT ANNIVERSARY.

MORTALITY AND EXPENSE RISK CHARGE: 1.25% PER ANNUM OF THE AVERAGE DAILY
CONTRACT VALUE.

ADMINISTRATION CHARGE: 0% PER ANNUM OF THE AVERAGE DAILY
CONTRACT VALUE.

VA-ALPINE SAMPLE Page 3 PRINTED IN U.S.A.
<PAGE>

FUND OPTIONS:
THE INITIAL PREMIUM PAYMENT WILL BE ALLOCATED AS SPECIFIED IN YOUR APPLICATION.
THE SAME ALLOCATIONS WILL BE MADE FOR SUBSEQUENT PREMIUM PAYMENTS UNLESS YOU
CHANGE THE ALLOCATION OR, AT THE TIME OF A PREMIUM PAYMENT, YOU INSTRUCT US TO
ALLOCATE THAT PAYMENT DIFFERENTLY.

SEPARATE ACCOUNT: ALPINE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT ONE

SUB-ACCOUNT BASED ON

ADVISERS FUND HARTFORD ADVISERS HLS FUND (IA), INC.

BOND FUND HARTFORD BOND HLS FUND (IA), INC.

CAPITAL APPRECIATION FUND HARTFORD CAPITAL APPRECIATION HLS FUND (IA),
INC.

DIVIDEND AND GROWTH FUND HARTFORD DIVIDEND AND GROWTH HLS FUND (IA),
INC.

GROWTH AND INCOME FUND HARTFORD GROWTH AND INCOME HLS FUND (IA),
INC.

INDEX FUND HARTFORD INDEX HLS FUND (IA), INC.

INTERNATIONAL ADVISERS FUND HARTFORD INTERNATIONAL ADVISERS HLS FUND
(IA), INC.

INTERNATIONAL OPPORTUNITIES FUND HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
(IA), INC.

MIDCAP FUND HARTFORD MIDCAP HLS FUND (IA), INC.

MONEY MARKET FUND HARTFORD MONEY MARKET HLS FUND (IA), INC.

MORTGAGE SECURITIES FUND HARTFORD MORTGAGE SECURITIES HLS FUND (IA),
INC.

SMALL COMPANY FUND HARTFORD SMALL COMPANY HLS FUND (IA), INC.

STOCK FUND HARTFORD STOCK HLS FUND (IA), INC.

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

VA-ALPINE SAMPLE Page 3 (Continued) PRINTED IN U.S.A.
<PAGE>

CONTINGENT DEFERRED SALES CHARGES:
SUBJECT TO THE ANNUAL WITHDRAWAL AMOUNT, SURRENDERS OF CONTRACT VALUES
ATTRIBUTABLE TO PREMIUM PAYMENTS MAY BE SUBJECT TO A CONTINGENT DEFERRED SALES
CHARGE ("CHARGE"). THE LENGTH OF TIME FROM RECEIPT OF THE PREMIUM PAYMENT TO
THE TIME OF SURRENDER DETERMINES THE CHARGE.

DURING THE FIRST SEVEN CONTRACT YEARS, ALL SURRENDERS WILL BE FIRST FROM PREMIUM
PAYMENTS AND THEN FROM EARNINGS. IF AN AMOUNT EQUAL TO ALL PREMIUM PAYMENTS HAS
BEEN SURRENDERED, A CHARGE WILL NOT BE ASSESSED AGAINST THE SURRENDER OF THE
REMAINING CONTRACT VALUE.

AFTER THE SEVENTH CONTRACT YEAR, ALL SURRENDERS WILL BE FIRST FROM EARNINGS AND
THEN FROM PREMIUM PAYMENTS. A CHARGE WILL NOT BE ASSESSED AGAINST THE SURRENDER
OF EARNINGS. IF AN AMOUNT EQUAL TO ALL EARNINGS HAS BEEN SURRENDERED, A CHARGE
WILL NOT BE ASSESSED AGAINST PREMIUM PAYMENTS RECEIVED MORE THAN SEVEN YEARS
PRIOR TO SURRENDER, BUT WILL BE ASSESSED AGAINST PREMIUM PAYMENTS RECEIVED LESS
THAN SEVEN YEARS PRIOR TO SURRENDER. FOR THIS PURPOSE, PREMIUM PAYMENTS WILL BE
DEEMED TO BE SURRENDERED IN THE ORDER IN WHICH THEY WERE RECEIVED.

THE CHARGE IS A PERCENTAGE OF THE AMOUNT SURRENDERED (NOT TO EXCEED THE
AGGREGATE AMOUNT OF THE PREMIUM PAYMENTS MADE) AND EQUALS:

LENGTH OF TIME FROM PREMIUM PAYMENT
CHARGE (NUMBER OF YEARS)

6% 1
6% 2
5% 3
5% 4
4% 5
3% 6
2% 7
0% 8 AND THEREAFTER

NO CONTINGENT DEFERRED SALES CHARGES WILL BE ASSESSED IN THE EVENT THE CONTRACT
TERMINATES DUE TO THE DEATH OF THE ANNUITANT OR CONTRACT OWNER (AS APPLICABLE),
OR IF CONTRACT VALUES ARE APPLIED TO AN ANNUITY OPTION PROVIDED FOR UNDER THIS
CONTRACT (PROVIDED HOWEVER, ANY SURRENDER OUT OF OPTION 4 WILL BE SUBJECT TO
CONTINGENT DEFERRED SALES CHARGES, IF APPLICABLE), OR IF THE CONTRACT IS
SURRENDERED ON OR AFTER THE ANNUITANT'S 90TH BIRTHDAY, OR UPON THE EXERCISE OF
THE ANNUAL WITHDRAWAL AMOUNT.

VA-ALPINE SAMPLE Page 3 (Continued) PRINTED IN U.S.A.
<PAGE>

DEFINITION OF ACCOUNT - Any of the Sub-Accounts or the Fixed Account.
CERTAIN TERMS
ACCUMULATION UNIT - An accounting unit of measure used to
calculate the value of a Sub-Account of this contract before
annuity payments begin.

ANNUAL WITHDRAWAL AMOUNT - The amount that can be withdrawn
in any Contract Year prior to incurring surrender charges.

ANNUITANT - The person on whose life this contract is
issued.

ANNUITY COMMENCEMENT DATE - The date on which annuity
payments are to begin as described under Settlement
Provisions in this contract.

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

BENEFICIARY - The person entitled to receive benefits as per
the terms of the contract in case of the death of the
Contract Owner or Annuitant, as applicable.

COMPANY - The Company referred to on the first pages of the
Contract.

CONTINGENT ANNUITANT - The person so designated by the
Contract Owner who, upon the Annuitant's death, prior to the
Annuity Commencement Date, becomes the Annuitant.

CONTRACT ANNIVERSARY - An anniversary of the Contract Date.
Similarly, Contract Years are measured from the Contract
Date. The Contract Date is shown on Page 3.

CONTRACT MAINTENANCE FEE - An amount which is deducted from
the value of the contract at the end of the Contract Year or
on the date of surrender of this contract, if earlier.

CONTRACT OWNER - The owner(s) of the contract.

CONTRACT VALUE - The value of the Sub-Accounts plus the
value of the Fixed Account on any day.

DATE OF ISSUE - The date on which an Account is established
for the Contract Owner by the Company.

DOLLAR COST AVERAGING - Contract Owner initiated systematic
transfers from one or more Accounts to any other available
Sub-Accounts.

DUE PROOF OF DEATH - A certified copy of the death
certificate, an order of a court of competent jurisdiction,
a statement from a physician who attended the deceased, or
any other proof acceptable to the Company.

FIXED ACCOUNT - Part of the Company's General Account to
which all or a portion of the Contract Value may be
allocated.

VA-ALPINE SAMPLE Page 4 PRINTED IN U.S.A.
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DEFINITION OF FUND(s) - Currently the Funds specified on Page 3 or any
CERTAIN TERMS other Fund(s) that may be added by the Company.
(CONTINUED)
GENERAL ACCOUNT - All assets of the Company other than those
allocated to the Separate Accounts of the Company.

MAXIMUM ANNIVERSARY VALUE - A value used in determining the
death benefit. It is based on a series of calculations of
Account Values on Contract Anniversaries, premium payments
and partial surrenders.

As of the date of death, the Company will calculate an
Anniversary Value for each Contract Anniversary prior to the
deceased's attained age 81. The Anniversary Value is equal
to the Account Value on a Contract Anniversary, increased by
the dollar amount of any premium payments made since that
anniversary and reduced by the dollar amount of any partial
surrenders since that anniversary. The Maximum Anniversary
Value is equal to the greatest Anniversary Value attained
from this series of calculations.

PREMIUM TAX - The amount of tax, if any, charged by a
federal, state or municipal entity on premium payments or
Contract Values.

SEPARATE ACCOUNT - An Account established by the Company to
separate the assets funding the variable benefits for the
class of contracts to which this contract belongs from the
other assets of the Company. The assets in the Separate
Account are not chargeable with liabilities arising out of
any other business the Company may conduct. The Separate
Account and the Funds, which are the underlying securities
of the Separate Account, are listed on the Contract
Specifications on Page 3 of this contract.

SUB-ACCOUNT - The subdivisions of the Separate Account which
are used to determine how the Contract Owner's Account is
allocated between the Funds.

TERMINATION VALUE - The value of the contract upon
termination, as described in the section of the contract
captioned "Termination Provisions."

VALUATION DAY - Every day the New York Stock Exchange is
open for trading.

PREMIUM PREMIUM PAYMENTS
PAYMENTS
Premium payments are payable to the Company. Payments may
be made by check payable to Us or by any other method which
the Company deems acceptable.

The Initial Premium Payment is shown on Page 3. This is a
flexible premium annuity. Additional payments may be
accepted by the Company. The additional payments must be at
least equal to the minimum subsequent premium payment shown
on Page 3.

ALLOCATION OF PREMIUM PAYMENTS

The Contract Owner shall specify that portion of any premium
payment to be allocated to each Account, provided, however,
that the minimum allocation to any Account may not be less
than the Company's minimum amount then in effect.

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PREMIUM The Contract Owner may transfer Contract Values held in the
PAYMENTS Accounts into other Accounts; however, the Company reserves the
(CONTINUED) right to limit the number of transfers to no more frequently than
12 per Contract Year with no two transfers being made on
consecutive Valuation Days. Subject to the following two
paragraphs, any such limitations will apply to all Contract
Owners.

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

The maximum amount transferable from the Fixed Account during any
Contract Year is the greater of 30% of the Fixed Account balance
as of the last Contract Anniversary or the greatest of any prior
transfer from the Fixed Account. This limitation does not apply
to Dollar Cost Averaging. However, if any interest rate is
renewed at a rate at least one percentage point less than the
previous rate, the Contract Owner may elect to transfer up to
100% of the Funds receiving that reduced rate within 60 days of
notification of the interest rate decrease. Transfers may not be
made from the Sub-Accounts into the Fixed Account for the
six-month period following any transfer from the Fixed Account
into the other Sub-Accounts. The Company reserves the right to
defer transfers from the Fixed Account for up to six months from
the date of request.

CONTRACT ANNUITANT, CONTINGENT ANNUITANT, CONTRACT OWNER
CONTROL
PROVISIONS The Annuitant may not be changed.

The designations of Contract Owner and Contingent Annuitant will
remain in effect until changed by the Contract Owner. Changes in
the designation of the Contract Owner may be made during the
lifetime of the Annuitant by written notice to the Company.
Changes in the designation of Contingent Annuitant may be made at
any time prior to the Annuity Commencement Date by written notice
to the Company. Notwithstanding the foregoing, if no Contingent
Annuitant has been named and the Contract Owner/Annuitant's
spouse is the Beneficiary, it will be assumed that the Contract
Owner/Annuitant's spouse is the Contingent Annuitant.

The Contract Owner has the sole power to exercise all the rights,
options and privileges granted by this contract or permitted by
the Company and to agree with the Company to any change in or
amendment to the contract. The rights of the Contract Owner
shall be subject to the rights of any assignee of record with the
Company and of any irrevocably designated Beneficiary. In the
case of joint Contract Owners, each Contract Owner alone may
exercise all rights, options and privileges, except with respect
to the Termination and Partial Surrender/Annual Withdrawal Amount
Provisions and change of ownership.

VA-ALPINE SAMPLE Page 6 Printed in U.S.A.
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CONTRACT BENEFICIARY
CONTROL
PROVISIONS The Designated Beneficiary will remain in effect until changed by
(CONTINUED) the Contract Owner. Changes in the Designated Beneficiary may be
made during the lifetime of the Annuitant by written notice to
the Company. If the Designated Beneficiary has been designated
irrevocably, however, such designation cannot be changed or
revoked without such Beneficiary's written consent. Upon receipt
of such notice and written consent, if required, the new
designation will take effect as of the date the notice is signed,
whether or not the Annuitant or Contract Owner is alive at the
time of receipt of such notice. The change will be subject to
any payments made or other action taken by the Company before the
receipt of the notice.

In the event of the death of the Annuitant when there is no
surviving Contingent Annuitant, the Beneficiary will be as
follows. If the death of the Annuitant occurs prior to the
Annuity Commencement Date, the Beneficiary shall be the surviving
Contract Owner, or joint Contract Owners, if applicable,
notwithstanding that the Designated Beneficiary may be different.
Otherwise, the Beneficiary will be the Designated Beneficiary
then in effect. If the Annuitant is the sole Contract Owner and
there is no Designated Beneficiary in effect, the Annuitant's
estate will be the Beneficiary.

In the event of the death of a Contract Owner prior to the
Annuity Commencement Date, the Beneficiary will be as follows.
If the owner was the sole Contract Owner, the Beneficiary shall
be the Designated Beneficiary then in effect. If no Beneficiary
designation is in effect or if the Designated Beneficiary has
predeceased the Contract Owner, the Contract Owner's estate shall
be the Beneficiary. At the first death of a joint Contract Owner
prior to the Annuity Commencement Date, the Beneficiary shall be
the surviving Contract Owner notwithstanding that the Designated
Beneficiary may be different.

GENERAL THE CONTRACT
PROVISIONS
This contract constitutes the entire contract.

MODIFICATION

No modification of this contract shall be made except over the
signature of the President, a Vice President, a Secretary or an
Assistant Secretary of the Company.

The Company reserves the right to modify the contract, but only
if such modification: (i) is necessary to make the contract or
the Separate Account comply with any law or regulation issued by
a governmental agency to which the Company is subject; (ii) is
necessary to assure continued qualification of the contract under
the Internal Revenue Code or other federal or state laws relating
to retirement annuities or annuity contracts; (iii) is necessary
to reflect a change in the operation of the Separate Account or
the Sub-Account(s); (iv) provides additional Account options; or
(v) withdraws Account options. In the event of any such
modification, the Company will provide notice to the Contract
Owner, or to the payee(s) during the annuity period. The Company
may also make appropriate endorsement in the Contract to reflect
such modification.

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GENERAL MINIMUM VALUE STATEMENT
PROVISIONS
(CONTINUED) Any Termination Values, death benefits or settlement provisions
available under this contract equal or exceed those required by
the state in which the contract is delivered.

NON-PARTICIPATION

This contract does not share in the surplus earnings of the
Company. That portion of the assets of the Separate Account
equal to the reserves and other contract liabilities of the
Separate Account shall not be chargeable with liabilities arising
out of any other business the Company may conduct.

MISSTATEMENT OF AGE AND SEX

If the age or sex of the Annuitant has been misstated, the amount
of the annuity payable by the Company shall be that provided by
that portion of the amounts allocated to effect such annuity on
the basis of the corrected information without changing the date
of the first payment of such annuity. Any underpayments by the
Company shall be made up immediately and any overpayments shall
be charged against future amounts becoming payable.

If the age of the Annuitant or Contract Owner has been misstated,
the amount of any death benefit payable shall be determined based
upon the correct age of the Annuitant or Contract Owner.

INCONTESTABILITY

We cannot contest this Contract.

REPORTS TO THE CONTRACT OWNER

There shall be furnished to each Contract Owner copies of any
shareholder reports of the Funds and of any other notices,
reports or documents required by law to be delivered to Contract
Owners. Annually, a statement of the Contract Value is sent to
the Contract Owner.

VOTING RIGHTS

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

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GENERAL In the event that the Contract Owner gives no instructions or
PROVISIONS leaves the manner of voting discretionary, the Company will vote
(CONTINUED) such shares of the appropriate Fund in the same proportion as
shares of that Fund for which instructions have been received.
Also, the Company will vote the Fund Shares in this proportionate
manner which are held by the Company for its own Account. During
the annuity period under a contract the number of votes will
decrease as the assets held to fund annuity benefits decrease.

SUBSTITUTION

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

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT

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

PROOF OF SURVIVAL

The payment of any annuity benefit will be subject to evidence
that the Annuitant is alive on the date such payment is otherwise
due.

VALUATION
PROVISIONS NET PREMIUM PAYMENTS

The net premium payment is equal to the premium payment minus any
applicable Premium Taxes. The net premium payment is applied to
provide Fixed Account values or Sub-Account Accumulation Units
with respect to the Sub-Account(s) selected by the Contract
Owner.

The number of Accumulation Units credited to each Sub-Account is
determined by dividing the net premium payment allocated to a
Sub-Account by the dollar value of one Accumulation Unit for such
Sub-Account, next computed after the receipt of a premium payment
by the Company. The number of Accumulation Units so determined
will not be affected by any subsequent change in the value of
such Accumulation Units. The Accumulation Unit value in any
Sub-Account may increase or decrease from day to day as described
below.

The Company will determine the value of the Fixed Account by
crediting interest to amounts allocated to the Fixed Account.
The minimum Fixed Account interest rate is the rate shown on Page
3, compounded annually. The Company, at its discretion, may
credit interest rates greater than the minimum Fixed Account
interest rate.

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VALUATION NET INVESTMENT FACTOR
PROVISIONS
(CONTINUED) The net investment factor for each of the Sub-Accounts is equal
to the net asset value per share of the corresponding Fund at the
end of the valuation period (plus the per share amount of any
unpaid dividends or capital gains by that Fund) divided by the
net asset value per share of the corresponding Fund at the
beginning of the valuation period and subtracting from that
amount the mortality and expense risk charge and the
administration charge shown on Page 3. The General Account net
investment factor is guaranteed to be equal to the Minimum Fixed
Account Interest Rate shown on Page 3.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account will vary to
reflect the investment experience of the applicable Fund and will
be determined on each Valuation Day by multiplying the
Accumulation Unit Value of the particular Sub-Account on the
preceding Valuation Day by the net investment factor for that
Sub-Account for the valuation period then ended. The value of
the Sub-Account on each Valuation Day is then determined by
multiplying the number of Accumulation Units in that Sub-Account
by the Accumulation Unit Value on that Valuation Day.

ANNUITY UNIT VALUE

The value of an Annuity Unit for each Sub-Account of the Separate
Account will vary to reflect the investment experience of the
applicable Funds and will be determined by multiplying the value
of the Annuity Unit for that Sub-Account on the preceding day by
the product of (a) the net investment factor for that Sub-Account
for the day for which the Annuity Unit value is being calculated,
and (b) 0.999866, which is a factor that neutralizes an assumed
interest rate of 5%.

CONTRACT MAINTENANCE FEE

During each year that this contract is in force prior to the
Annuity Commencement Date, a fee will be deducted from the
contract at the end of the Contract Year or on the date of
surrender of this contract, if earlier. The fee will be charged
against the Contract Value by reducing the Fixed Account value
and, with respect to the Sub-Accounts, the number of Accumulation
Units held on that date on a pro-rata basis with respect to each
active Account.

The number of Accumulation Units deducted from the Sub-Account is
determined by dividing the pro-rata portion of the Contract
Maintenance Fee applicable to that Sub-Account, by the value of
an Accumulation Unit for the Sub-Account at the end of the
Contract Year, or on the date of surrender, as applicable.

TERMINATION TERMINATION PRIOR TO THE ANNUITY COMMENCEMENT DATE
PROVISIONS
FULL SURRENDER

At any time prior to the Annuity Commencement Date, the Contract
Owner has the right to terminate the contract by submitting a
written request to the Administrative Office of the Company. In
such event, the Termination Value of the contract may be taken in
the form of a cash settlement.

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TERMINATIONS The Termination Value of the contract is equal to the Contract
PROVISIONS Value less:
(CONTINUED)
(a) any applicable Premium Taxes not previously deducted;
(b) the Contract Maintenance Fee as specified on Page 3; and
(c) any applicable contingent deferred sales charges as specified
on Page 3.

The Termination Value provided by the contract is not less than
the minimum values required by the insurance laws of the state in
which this contract is issued.

PARTIAL SURRENDERS/ANNUAL WITHDRAWAL AMOUNT

The Contract Owner may request, in writing, a partial surrender
of Contract Values at any time prior to the Annuity Commencement
Date provided the Contract Value remaining after the surrender is
at least equal to the Company's minimum amount rules then in
effect. If the remaining Contract Value following such surrender
is less than the Company's minimum amount rules, the Company will
terminate the contract and pay the Termination Value.

The contingent deferred sales charge will be assessed against any
Contract Values surrendered as described on Page 3. However, on
a noncumulative basis, the Contract Owner may make partial
surrenders during any Contract Year, up to the Annual Withdrawal
Amount shown on Page 3 and the contingent deferred sales charge
will not be assessed against such amounts. Surrender of Contract
Values in excess of the Withdrawal Amount and additional
surrenders made in any Contract Year will be subject to the
contingent deferred sales charge, as described on Page 3, if
applicable.

For Federal tax purposes, any surrenders will be deemed to be
first from earnings, to the extent that they exist, and then from
the premium payments.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

This contract may not be surrendered for its Termination Value
after the commencement of annuity payments, except with respect
to Options Four and Five.

PAYMENT ON SURRENDER - DEFERRAL OF PAYMENT

Payment on any request for surrender will be made as soon as
possible and, with respect to the Contract Values in the
Sub-Accounts, no later than seven days after the written request
is received by the Company. However, such payment may be subject
to postponement:

(a) for any period during which the New York Stock Exchange is
closed or during which trading on the New York Stock Exchange is
restricted;

(b) for any period during which an emergency exists as a result
of which (i) disposal of the securities held in the Sub-Accounts
is not reasonably practicable, or (ii) it is not reasonably
practicable for the value of the net assets of the Separate
Account to be fairly determined; and

(c) for such other periods as the Securities and Exchange
Commission may, by order, permit for the protection of the
Contract Owners. The conditions under which trading shall be
deemed to be restricted or any emergency shall be deemed to exist
shall be determined by rules and regulations of the Securities
and Exchange Commission.

VA-ALPINE SAMPLE Page 11 Printed in U.S.A.
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TERMINATION The Company may defer payment of any amounts from the Fixed
PROVISIONS Account for up to six months from the date of the request to
(CONTINUED) surrender. If the Company defers payment for more than 30 days,
the Company will pay interest of at least 3% per annum on the
amount deferred.

DEATH BENEFIT

If the Annuitant dies before the Annuity Commencement Date and
there is no designated Contingent Annuitant surviving, or if the
Contract Owner dies before the Annuity Commencement Date, the
Death Benefit will be payable as determined under the Contract
Control Provisions. The Death Benefit is calculated as of the
date the Company receives written notification of Due Proof of
Death at the Administrative Office of the Company.

The Death Benefit will be the greatest of:

(a) The Contract Value on the date of receipt by the Company of
Due Proof of Death; or

(b) The Maximum Anniversary Value as described on Page 5 of this
Contract; or

(c) 100% of all premium payments made under the Contract,
reduced by the dollar amount of any partial surrenders since
the Date of Issue.

The Death Benefit may be taken in one sum or under any of the
settlement options then being offered by the Company provided,
however, that, in the event of a Contract Owner's death, any
settlement option must provide that any amount payable as a death
benefit will commence upon notification of Due Proof of Death and
be completed within five years of the date of death or, if the
benefit is payable over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the
Beneficiary, such distribution must commence within one year of
the date of death. Notwithstanding the foregoing, in the event
of the Contract Owner's death where the sole Beneficiary is the
spouse of the Contract Owner and the Annuitant or Contingent
Annuitant is living, such spouse may elect, in lieu of receiving
the death benefit, to be treated as the Contract Owner.

When payment is taken in one sum, payment will be made within 7
days after the date Due Proof of Death is received, except when
the Company is permitted to defer such payment under the
Investment Company Act of 1940.

ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date is shown on Page 3. This date may
be changed by the Contract Owner with 30 days advance written
notification, and may be the fifteenth day of any month before or
including the month of the Annuitant's 90th birthday. In the
event the Contingent Annuitant becomes the Annuitant and in the
absence of a written election to the contrary, the Annuity
Commencement Date will be the fifteenth day of the month
coincident with or next following the Annuitant's 90th birthday.

VA-ALPINE SAMPLE Page 12 Printed in U.S.A.
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SETTLEMENT ELECTION OF ANNUITY OPTION
PROVISIONS
(CONTINUED) The Contract Owner may elect to have the Termination Value,
without deduction for any contingent deferred sales charge,
applied on the Annuity Commencement Date under any one of the
annuity options described below except the fifth option or under
any of the settlement options then being offered by the Company.
The Termination Value is determined on the basis of the
Accumulation Unit value of each Sub-Account and the value of the
Fixed Account no later than the fifth Valuation Day preceding the
date annuity payments are to commence.

DATE OF PAYMENT

The first payment under any option shall be made on the fifteenth
day of the month immediately following approval of claim for
settlement. Subsequent payments shall be made on the fifteenth
day of each subsequent month in accordance with the manner of
payment selected.

DEATH OF THE ANNUITANT

In the event of the death of the Annuitant while receiving
annuity payments, the present value of any remaining payments
will be paid in one sum to the Beneficiary unless other
provisions shall have been made and approved by the Company. If
the Annuitant was also the Contract Owner, any method of
distribution must provide that any amount payable as a death
benefit will be distributed at least as rapidly as under the
method of distribution in effect at the Contract Owner's death.
In the case of the Separate Account calculations, for such
present value of the remaining payments the Company will assume a
net investment rate of 5% per annum. The Annuity Unit value on
the date of receipt of Due Proof of Death shall be used for the
purpose of determining such present value. In the case of the
General Account the net investment rate assumed will be the rate
used by the Company to determine the amount of each certain
payment.

ALLOCATION OF ANNUITY
The person electing an annuity option may further elect to have
the value of the contract applied to provide a variable annuity,
a fixed dollar annuity or a combination of both. Once every 3
months, following the commencement of annuity payments, the
Contract Owner may elect, in writing, to transfer among any
Sub-Account(s) on which variable annuity payments are based. No
transfers may be made between the Sub-Accounts and the General
Account.

If no election is made to the contrary, the value of each
Sub-Account shall be applied to provide a variable annuity based
thereon, and the value of the Fixed Account shall be applied to
provide a fixed dollar annuity.

VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY

Variable Annuity - A variable annuity is an annuity with payments
increasing or decreasing in amount in accordance with the net
investment results of the Sub-Account(s) of the Separate Account
(as described in the Valuation Provisions). After the first
monthly payment for a variable annuity has been determined in
accordance with the provisions of this contract, a number of
Sub-Account Annuity Units is determined by dividing that first
monthly payment by the appropriate Sub-Account Annuity Unit value
on the effective date of the annuity payments.

VA-ALPINE SAMPLE Page 13 Printed in U.S.A.
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SETTLEMENT Once variable annuity payments have begun, the number of Annuity
PROVISIONS Units remains fixed with respect to a particular Sub-Account. If
(CONTINUED) the Contract Owner elects that continuing annuity payments be
based on a different Sub-Account, the number will change
effective with that election but will remain fixed in number
following such election. The method of calculating the unit
value is described under Valuation Provisions.

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

The Company guarantees that the dollar amount of variable annuity
payments will not be adversely affected by variations in the
expense results and in the actual mortality experience of payees
from the mortality assumptions, including any age adjustment,
used in determining the first monthly payment.

Fixed Dollar Annuity - A fixed dollar annuity is an annuity with
payments which remain fixed as to dollar amount throughout the
payment period.

ANNUITY OPTIONS

FIRST OPTION - Life Annuity - An annuity payable monthly during
the lifetime of the payee, ceasing with the last payment due
prior to the death of the payee.

SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly
Payments Certain - An annuity providing monthly income to the
payee for a fixed period of 120 months, 180 months, or 240 months
(as selected), and for as long thereafter as the payee shall
live.

THIRD OPTION - Joint and Last Survivor Life Annuity - An annuity
payable monthly during the joint lifetime of the payee and a
secondary payee, and thereafter during the remaining lifetime of
the survivor, ceasing with the last payment prior to the death of
the survivor.

FOURTH OPTION - Payment for a Designated Period - An amount
payable monthly for the number of years selected which may be
from 5 to 30 years. The remaining balance of proceeds in the
General Account or the Separate Account for any day is equal to
the balance on the previous day decreased by the amount of any
installment paid on that day and the remainder multiplied by the
applicable net investment factor for the day as described in the
valuation provisions. Any surrender out of this option will be
subject to contingent deferred sales charges, as described on
Page 3.

If this contract is issued to qualify under Section 401, 403, or
408 of the Internal Revenue Code of 1954 as amended, the fourth
option shall be available only if the guaranteed payment period
is less than the life expectancy of the Annuitant at the time the
option becomes effective. Such life expectancy will be computed
under the mortality table then in use by the Company.

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SETTLEMENT FIFTH OPTION - Death Benefit Remaining with the Company -
PROVISIONS Proceeds from the Death Benefit left with the Company for a
(CONTINUED) period not to exceed five years from the date of the Contract
Owner's death prior to the Annuity Commencement Date. The
proceeds will remain in the Sub-Account(s) to which they were
allocated at the time of death unless the Beneficiary elects to
reallocate them. Full or partial withdrawals may be made at any
time. In the event of withdrawals, the remaining value will
equal the Contract Value of the proceeds left with the Company,
minus any withdrawals.

In the absence of an election by the Contract Owner, the
Termination Value, without deduction for any contingent deferred
sales charge, will be applied on the Annuity Commencement Date
under the second option to provide a life annuity with 120
monthly payments certain.

ANNUITY TABLES DESCRIPTION OF TABLES

The attached tables show the minimum dollar amount of the first
monthly payments for each $1,000 applied under the options.
Under the First or Second Options, the amount of each payment
will depend upon the age and sex of the payee at the time the
first payment is due. Under the Third Option, the amount of each
payment will depend upon the sex of both payees and their ages at
the time the first payment is due.

The variable payment annuity tables for the First, Second and
Third Options are based on the 1983a Individual Annuity Mortality
Table with ages set back one year and an interest rate of 5% per
annum. The table for the Fourth Option is based on an interest
rate of 5% per annum.

The fixed annuity payment tables for the First, Second and Third
Options are based on the 1983a Individual Annuity Mortality Table
with ages set back one year and an interest rate of 3% per annum.
The table for the Fourth Option is based on an interest rate of
3% per annum.

Once the Contract Owner has elected an annuity option, that
election may not be changed with respect to any Annuitant
following the commencement of annuity payments.

MINIMUM PAYMENT

No election of any options or combination of options may be made
under this contract unless the first payment for each affected
Account would be at least equal to the minimum payment amount
according to Company rules then in effect. If at any time,
payments to be made to any payee from each Account are or become
less than the minimum payment amount, the Company shall have the
right to change the frequency of payment to such intervals as
will result in a payment at least equal to the minimum. If any
amount due would be less than the minimum payment amount per
annum, the Company may make such other settlement as may be
equitable to the payee.

VA-ALPINE SAMPLE Page 15 Printed in U.S.A.
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INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE ANNUITY CONTRACT

ALPINE LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999

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

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COUNTRYWIDE VERSION Alpine Life Insurance Company
Request For The Mailing Address:
Variable Annuity Alpine Life
200 Hopmeadow Street
Simsbury, CT 06089
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1. CONTRACT OWNER (If different than Annuitant) Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms. Sex: / / M / / F U.S. Citizen / / Yes / / No ________/________/________

Ownership Type: / / Individual / / Trust / / UGMA / / UTMA / / CRT / / Corporation / / Other

Last Name MI First Name

- ----------------------------------- ---- ---------------------------------------------------
Street Address City

- ------------------------------------------------- ---------------------------------------------------
State Zip Code Date of Birth Daytime Telephone Number
- - -
- ----- -------- --------- ---- ---- ---- ---------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
2. JOINT CONTRACT OWNER (IF ANY) Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms. Sex: / / M / / F U.S. Citizen / / Yes / / No ________/________/________

Last Name MI First Name

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

Date of Birth Relationship to Contract Owner
- -
- ---- ---- ---- ---------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
3. ANNUITANT (If different from Contract Owner) Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms. Sex: / / M / / F / / Any Trustee or Successor ________/________/________
(for Unallocated Qualified Plans only)

Last Name MI First Name

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

Street Address City

- ------------------------------------------------- ---------------------------------------------------
State Zip Code Date of Birth Daytime Telephone Number
- - -
- ----- -------- --------- ---- ---- ---- ---------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
4. CONTINGENT ANNUITANT (If applicable) Social Security Number/TIN
________/________/________
Last Name MI First Name

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

Date of Birth Relationship to Contract Owner
- -
- ---- ---- ---- ---------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
5. BENEFICIARY(IES) (Unless indicated otherwise, proceeds will be divided equally. Please attach
a separate sheet to add additional beneficiaries)

/ / Primary Relationship to Contract Owner Date of Birth Social Security Number/TIN
% - - ________/________/________
- --------- ------------------------------ ---- ---- ----

Last Name MI First Name

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

/ / Primary / / Contingent Relationship to Contract Owner Date of Birth Social Security Number/TIN
% - - ________/________/________
- --------- ------------------------------ ---- ---- ----
Last Name MI First Name

- ----------------------------------- ---- ---------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
6. PURCHASE PAYMENT (Make Check payable to ALPINE LIFE INSURANCE COMPANY) $ ____,____,____,____.___

Monies remitted via: / /Check / / 1035(a) Exchange / / Transfer/Rollover
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7. PLAN PAYMENT TYPE (Complete Section A or B)
A. NON QUALIFIED / / Initial Purchase / / 1035(a)Tax-Free Exchange Cost Basis $
-----,-----,-----,-----,-----
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B. QUALIFIED / / New Contribution / / Transfer / / Rollover Contribution for tax year 199
-------
- -------------------------------------------------------------------------------------------------------------------------
INDIVIDUALLY OWNED EMPLOYER PLAN- / /Allocated / /Unallocated
- -------------------------------------------------------------------------------------------------------------------------
/ / Traditional IRA / / 403(b) / / SEPIRA / / 401(k) / / 401(a) / / Keogh/HR-10
/ / Custodial IRA / / ROTH / / SIMPLE IRA / / Other:
--------------------------------
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8. RATE LOCK -90 DAY FIXED ACCOUNT 1035 EXCHANGE/TRANSFER RATE LOCK / / YES . %
---- ----
If Rate Lock Is not selected , the rate will be determined when Hartford Life receives the funds.
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9. FUND SELECTION (The invested amount will be allocated as selected here. If choosing the Custom Designed Allocation
Program or Dollar Cost Averaging Program, complete the appropriate enrollment form.) PLEASE NOTE: WHOLE PERCENTAGES ONLY.

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Hartford Small Company HLS Fund Hartford Index HLS Fund Hartford Mortgage Securities HLS Fund

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Hartford Capital Appreciation HLS Fund Hartford Dividend and Growth HLS Fund Hartford Money Market HLS Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund Hartford International Advisers HLS Fund Fixed Account*

- ------------------------------------------------------------------------------------------------------------------------------------
Hartford International Opportunities Hartford Advisers HLS Fund DCA Bonus Program* / /6-Mo. Or / /12-Mo.
HLS Fund
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Hartford Stock HLS Fund Hartford Bond HLS Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund Total 100%
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*Not available in Oregon

10. SPECIAL REMARKS
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11. OWNERS(s) ACKNOWLEDGEMENTS
Will the annuity applied for replace one or more existing annuity or life insurance contracts?
/ / No / / Yes-If Yes, Please explain in "Special Remarks," section 10.
Have you purchased another deferred annuity issued by Alpine Life Insurance Company during the current calendar year?
/ / No / / Yes
I/we hereby represent my/our answers to the above question to be true and correct to the best of my/our knowledge
and belief. I/WE UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE
OR A SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If not checked, the appropriate
prospectus will be mailed to you. Signed at: * .
--------------------------------------
/ /
- -------- --- --- --- --------------------------------- ---------------------------------------------
State Date Contract Owner Signature Joint Contract Owner Signature (if Applicable)
(Trustee/Custodian, if Applicable)
*IF THE STATE ABOVE IS DIFFERENT THAN RESIDENCE STATE, PLEASE
INDICATE THE REASON WHY IN THE "SPECIAL REMARKS" SECTION.

- -------------------------------------------------------------------------------------------------------------------------
12. REGISTERED REPRESENTATIVE ACKNOWLEDGEMENTS
Do you, as agent, have reason to believe the contract requested
-------------------------------------
For will replace existing annuities or insurance? / / Yes / / No Licensed Agent Signature

Last Name MI First Name

- ----------------------------------- ---- ---------------------------------------------------
Broker/Dealer

- ---------------------------------------------------------------------------------------------------------------
Broker/Dealer Street Address

- ---------------------------------------------------------------------------------------------------------------
City State Zip Code
-
- ---------------------------------------- --------------------- ---------- ----------

Area Code Business Telephone Number Area Code Fax Number Licensed Agent's SSN
( ) - ( ) - - -
----- ------- ---------------- ----- ----------------------- ------- ------ ------

Broker/Dealer Client Account Number License I.D (Florida Agents Only)

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Select Program: / / A / /B / /C / /D S:\km49205\km0243.doc
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ALPINE LIFE INSURANCE COMPANY

CERTIFICATE AMENDING AND RESTATING
CERTIFICATE OF INCORPORATION
BY ACTION OF THE BOARD OF DIRECTORS AND SOLE SHAREHOLDER

The name of the corporation is Alpine Life Insurance Company.

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

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

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

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

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

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

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

Section 6. No shareholder shall, because of his ownership of shares,
have a preemptive or other right to purchase, subscribe for, or take
any part of any shares or any part of the notes, debentures, bonds or
other securities convertible into or carrying options or warrants to
purchase shares of this corporation issued, optioned, or sold by it
after its incorporation.

3. The above resolution was consented to by the Board of Directors and the
Sole Shareholder of the Corporation. The number of shares of the
Corporation's common capital stock entitled to vote thereon was 10,000 and
the vote required for adoption was 6,666 shares. The vote favoring
adoption was 10,000 shares, which is the greatest vote required to pass the
resolution.

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

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

ALPINE LIFE INSURANCE COMPANY

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

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BY-LAWS

ALPINE LIFE INSURANCE COMPANY

ARTICLE 1

STOCKHOLDERS

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

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

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

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

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

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

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

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

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

SECTION 1.08. ORDER OF BUSINESS. At any meeting of stockholders the
following shall be the order of business, unless the presiding officer shall
otherwise determine.

1. Filing of proxies.
2. Filing proof of proper notice of meeting.
3. Election of Directors.
4. Other business.
5. Reports of Officers.

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

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ARTICLE II

BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE III

COMMITTEES

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

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

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

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

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

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

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

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

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

ARTICLE IV

OFFICERS

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

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

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

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

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

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

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

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

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

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

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

14
<PAGE>

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

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

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

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

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

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

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

15
<PAGE>

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

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

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

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

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

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

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

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

16
<PAGE>

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

ARTICLE V

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND

DEPOSIT OF CORPORATE FUNDS

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

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

17
<PAGE>

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

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

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

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

18
<PAGE>

assignment. The Board may authorize any one or more other officers, employees
or agents to have similar authority.

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

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

ARTICLE VI

CAPITAL STOCK

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

19
<PAGE>

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

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

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

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

20
<PAGE>

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

ARTICLE VII

INDEMNIFICATION

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

21
<PAGE>

ARTICLE VIII

MISCELLANEOUS PROVISIONS

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

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

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

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

ARTICLE IX

AMENDMENTS

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

22
<PAGE>

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

<PAGE>

ALPINE LIFE INSURANCE COMPANY

POWER OF ATTORNEY

Gregory A. Boyko
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty, and
Thomas S. Clark to sign as their agent, any Registration Statement,
pre-effective amendment, post-effective amendment and any application for
exemptive relief of the Alpine Life Insurance Company under the Securities Act
of 1933 and/or the Investment Company Act of 1940.

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

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

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

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

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

<PAGE>

<S> <C>
THE HARTFORD
The Hartford Financial Services Group, Inc.
(Delaware)
|
- -------------------------------------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
Hartford Fire Insurance Company |
(Connecticut) Hartford Investment
| Services, Inc.
Hartford Accident and Indemnity Company (Connecticut)
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
- -------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Services Life Insurance Company Life Insurance Holdings, Inc.
Company Insurance Co. (Connecticut) Company (Canada)
(New Jersey) (Connecticut) | (Connecticut) |
| | |
| AML Financial, Inc. |
| (Connecticut) Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity ITT Hartford International Hartford Financial Services Royal Life
Insurance Company Life Reassurance Corporation Corporation Insurance
(Connecticut) (Connecticut) (Delaware) Company of
| | America
| | (Connecticut)
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
- -------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities Hartford-Comp. Emp.
America Company, Inc. Advisors, Inc. Equity Sales Distribution Benefit Service
1993-K, Inc. (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Delaware) | (Connecticut) (Connecticut) (Connecticut)
|
Hartford Investment
Financial Services
Company
(Delaware)
</TABLE>