SENTRY VARIABLE LIFE ACCOUNT I
485BPOS, 1996-04-30
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<PAGE>   1
                                                      1933 Act File No. 2-98441
                                                     1940 Act File No. 811-4327

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                 POST-EFFECTIVE AMENDMENT NO. 12        TO FORM S-6
    

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

A.     Exact Name of Trust:  Sentry Variable Life Account I

B.     Name of Depositor:  Sentry Life Insurance Company

C.     Complete Address of Depositor's Principal Executive Offices:

       1800 North Point Drive, Stevens Point, WI 54481

D.     Name and Address of Agent for Service:

       William M. O'Reilly, Esq.
       Sentry Life Insurance Company
       1800 North Point Drive
       Stevens Point, WI  54481

       COPIES TO:
       Judith A. Hasenauer
       Blazzard, Grodd & Hasenauer, P.C.
       P.O. Box 5108
       Westport, CT  06881
       (203) 226-7866

E.     Title and Amount of Securities Being Registered:  Individual Flexible
       Premium Variable Life Insurance Policies

It is proposed that this filing will become effective

       immediately upon filing pursuant to paragraph (b) of Rule 485
  ----
   
   X   on May 1, 1996, pursuant to paragraph (b) of Rule 485
  ----
    
       60 days after filing pursuant to paragraph (a)(i) of Rule 485
  ----
       on (date) pursuant to paragraph (a)(i) of Rule 485
  ----

If appropriate, check the following box:

       This post-effective amendment designates a new effective date for a
  ---- previously filed post-effective amendment.

   
Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1993 pursuant to Investment Company Act Rule 24f-2 (17 CFR
270.24f-2) and the Rule 24f-2 Notice for Registrant's fiscal year 1995 was
filed on or about February 27, 1996.
    


 
        


<PAGE>   2
               CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2


<TABLE>
<CAPTION>
N-8B-2 Item                                            Caption in Prospectus
- -----------                                            ---------------------
<S>                                                    <C>
 1         . . . . . . . . . . . . . . . . . . . . . .  The Company, The Variable Life Account
 2         . . . . . . . . . . . . . . . . . . . . . .  The Company
 3         . . . . . . . . . . . . . . . . . . . . . .  Custodian
 4         . . . . . . . . . . . . . . . . . . . . . .  Distribution of the Policy
 5         . . . . . . . . . . . . . . . . . . . . . .  The Variable Life Account
 6(a)      . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
  (b)      . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
 9         . . . . . . . . . . . . . . . . . . . . . .  Legal Proceedings
10         . . . . . . . . . . . . . . . . . . . . . .  The Policy
11         . . . . . . . . . . . . . . . . . . . . . .  Investments of the Variable Life Account
12         . . . . . . . . . . . . . . . . . . . . . .  Investments of the Variable Life Account
13         . . . . . . . . . . . . . . . . . . . . . .  Charges and Deductions
14         . . . . . . . . . . . . . . . . . . . . . .  The Policy
15         . . . . . . . . . . . . . . . . . . . . . .  The Variable Life Account
16         . . . . . . . . . . . . . . . . . . . . . .  Investments of the Variable Life Account
17         . . . . . . . . . . . . . . . . . . . . . .  Policy Benefits and Rights
18         . . . . . . . . . . . . . . . . . . . . . .  The Policy 
19         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
20         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
21         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
22         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
23         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
24         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
25         . . . . . . . . . . . . . . . . . . . . . .  The Company
26         . . . . . . . . . . . . . . . . . . . . . .  Management of the Company
27         . . . . . . . . . . . . . . . . . . . . . .  The Company
28         . . . . . . . . . . . . . . . . . . . . . .  The Company, Management of the Company
29         . . . . . . . . . . . . . . . . . . . . . .  The Company
30         . . . . . . . . . . . . . . . . . . . . . .  The Company
31         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
32         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
33         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
34         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
35         . . . . . . . . . . . . . . . . . . . . . .  The Company
37         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
38         . . . . . . . . . . . . . . . . . . . . . .  Distribution of the Policy
39         . . . . . . . . . . . . . . . . . . . . . .  Distribution of the Policy
40         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
41(a)      . . . . . . . . . . . . . . . . . . . . . .  Distribution of the Policy
42         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
43         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
44         . . . . . . . . . . . . . . . . . . . . . .  The Policy
45         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
46         . . . . . . . . . . . . . . . . . . . . . .  Policy Benefits and Rights
47         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
48         . . . . . . . . . . . . . . . . . . . . . .  Custodian
49         . . . . . . . . . . . . . . . . . . . . . .  Custodian
50         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
51         . . . . . . . . . . . . . . . . . . . . . .  The Company, The Policy
52         . . . . . . . . . . . . . . . . . . . . . .  Investments of the Variable Life Account
53         . . . . . . . . . . . . . . . . . . . . . .  Tax Status
54         . . . . . . . . . . . . . . . . . . . . . .  Financial Statements 
55         . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
</TABLE>

<PAGE>   3

[SENTRY LOGO]

- --------------------------------------------------------------------------------
                         Sentry Variable Life Account I

                               SELF-DIRECTED LIFE

   
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
    
             FUNDED BY NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

                                  [GRAPHIC]

                                 PROSPECTUS
   
                                                                     MAY 1, 1996
    

                         SENTRY LIFE INSURANCE COMPANY


<PAGE>   4


                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                  ISSUED BY

                         SENTRY VARIABLE LIFE ACCOUNT I

                                      AND

                         SENTRY LIFE INSURANCE COMPANY

   
     The Individual Variable Life Insurance Policy ("Policy") described in
this Prospectus is a flexible premium policy. The Policy is designed for
maximum flexibility in meeting the insurance needs of individuals. The Policy
provides death protection until the Policy Anniversary following the Insured's
95th birthday.
    

   
     The Cash Value of the Policy will be allocated to a segregated investment
account of Sentry Life Insurance Company ("Company") which account has been
designated Sentry Variable Life Account I ("Variable Life Account"). The
Variable Life Account invests in shares of Neuberger & Berman Advisers
Management Trust at net asset value. Neuberger & Berman Advisers Management
Trust is an open-end diversified management investment company which currently
is comprised of seven separate Portfolios with different investment objectives,
four of which are available in connection with the Policy offered under this
Prospectus. The Owner of the Policy bears the complete investment risk for all
amounts allocated to the Variable Life Account. The Cash Value and, under
certain circumstances, the Death Benefit of the Policy may increase or decrease
depending on the investment experience of the Variable Life Account.
    

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


IT MAY NOT BE ADVANTAGEOUS TO PURCHASE THE POLICY ISSUED BY THE VARIABLE LIFE
ACCOUNT AS A REPLACEMENT FOR ANOTHER TYPE OF LIFE INSURANCE. IT ALSO MAY NOT BE
ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO OBTAIN
ADDITIONAL INSURANCE PROTECTION IF THE PURCHASER ALREADY OWNS ANOTHER FLEXIBLE
PREMIUM LIFE INSURANCE CONTRACT.

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

THE NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST PROSPECTUS ACCOMPANIES THIS 
PROSPECTUS.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.







                         SENTRY LIFE INSURANCE COMPANY
                             1800 North Point Drive
                            Stevens Point, WI  54481
   
                  THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.
    

<PAGE>   5



CHARGES AND DEDUCTIONS ASSOCIATED WITH VARIABLE LIFE CONTRACTS

FROM PREMIUM

  Front-end sales expense charge - 5% of each Premium payment. (There is also a
  Deferred Sales Charge of 25% of the Target Surrender Premium or 25% of the
  actual Premium paid in the first Policy Year, if less. Together these charges
  total 30%. See "Charges and Deductions - Deductions from Surrendered
  Values.")

  Premium taxes - premium taxes are assessed by the Policy Owner's state of
  domicile. Premium taxes currently vary from state to state and range from 0%
  to 4%.

FROM THE VARIABLE LIFE ACCOUNT

  Mortality and Expense Risk Premium - equal on an annual basis to 0.90% of the
  daily net asset value of the Variable Life Account.

  Death Benefit Guarantee Risk Charge - equal on an annual basis to 0.15% of
  the daily net asset value of the Variable Life Account.

  Taxes - the Company has reserved the right to make a provision for income
  taxes which have resulted from the investment operation of any Subaccount.
  The Company is not currently deducting for taxes.

FROM CASH VALUE

  Monthly Deduction - deducted from Cash Value at the beginning of each Policy
  Month and consists of:

     Cost of Insurance for the Policy and any additional benefits provided by
     rider for the Policy Month; and

     Monthly Administrative Fee - $5 per Policy Month.

FROM SURRENDERED VALUES

  Partial Surrender Charge - a percentage of the Full Surrender Charge.

  Partial Surrender Administrative Fee - the lesser of 2% of the amount
  surrendered or $25.

  Full Surrender Charge - remains the same for the first five Policy Years and
  declines in Policy Years six through nine until it is zero and is the sum of
  the following:

     Contingent Deferred Administrative Expense Charge - $3.50 per $1,000 on
     the first $100,000 of Specified Amount plus $1.50 per $1,000 on the excess
     above first $100,000 of Specified Amount. The maximum Contingent Deferred
     Administrative Expense Charge is $750; and

     Deferred Sales Charge - 25% of the Target Surrender Premium or of the
     actual Premium paid in the first Policy Year, if less; and

   
     Additional Contingent Deferred Administrative Expense Charge and Deferred
     Sales Charge which result from an increase in the Specified Amount.
    

OTHER CHARGES AND FEES

  Maximum Transfer Fee - $25

  Maximum Service Fee for Additional Projections - $25

  For a more complete description of these charges, see "Charges and
  Deductions" and "The Policy - Illustrations."

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

     The investment manager and administrator (Neuberger & Berman Management
Incorporated) for Neuberger & Berman Advisers Management Trust (the "Trust")
is paid a fee for its services based upon each Portfolio's net assets which are
described in the accompanying Trust prospectus.


                                       2

<PAGE>   6


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                             PAGE
                                                             ----
              <S>                                              <C>
              Definitions ...................................   5
              Summary .......................................   6
              The Company ...................................   8
              The Variable Life Account .....................   8
              Investments of the Variable Life Account ......   9
                Initial Investment Period ...................   9
                Transfers ...................................   9
                Neuberger & Berman Advisers Management Trust.  10
                Substitution of Securities ..................  11
              The Policy ....................................  11
                General .....................................  11
                Insurance Underwriting ......................  11
                Right to Exchange the Policy ................  12
                Illustrations ...............................  12
              Premiums ......................................  12
                Initial Premium .............................  12
                Net Premiums ................................  12
                First Year Minimum Premium ..................  12
                Planned Premiums ............................  13
                Additional Premiums .........................  13
                Maximum Premium Limitations .................  13
                Death Benefit Guarantee .....................  13
                Grace Period ................................  14
                Reinstatement ...............................  14
              Charges and Deductions ........................  14
                Deductions from Premiums ....................  14
                Deductions from the Variable Life Account ...  14
                Deductions from Cash Value ..................  14
                Deductions from Surrendered Values ..........  15
                Group Arrangements ..........................  16
              Policy Benefits and Rights ....................  17
                Death Benefit ...............................  17
                Corridor Percentages ........................  17
                Illustrations of Death Benefit Options ......  18
                Change of Death Benefit Option ..............  18
                Change in the Specified Amount ..............  19
                Maturity Benefits ...........................  20
                Cash Value ..................................  20
                Determination of Accumulation Unit ..........  20
                Partial Surrender ...........................  20
                Full Surrender ..............................  21
                Surrender Requirements ......................  21
                Policy Loans ................................  21
</TABLE>



                                       3

<PAGE>   7


                         TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                 PAGE
                                                                 ----
           <S>                                                    <C>
           Other Policy Provisions .............................  22
             Policy Owner ......................................  22
             Contingent Policy Owner ...........................  22
             Change of Policy Owner or Contingent Policy Owner .  22
             Assignment ........................................  22
             Beneficiary .......................................  22
             Change of Beneficiary .............................  22
             Incontestability ..................................  22
             Misstatement of Age or Sex ........................  23
             No Dividends ......................................  23
             Optional Settlement Plans .........................  23
           Suspension of Payments ..............................  23
           Tax Status ..........................................  23
             Introduction ......................................  24
             Diversification ...................................  24
             Tax Treatment of the Policy .......................  25
             Policy Proceeds ...................................  25
             Tax Treatment of Loans and Surrenders .............  25
             Multiple Policies .................................  26
             Tax Treatment of Assignments ......................  26
             Qualified Plans ...................................  26
           Variable Life Account Voting Rights .................  26
             Disregard of Voting Instructions ..................  27
           Management of the Company ...........................  27
             Directors and Officers ............................  27
           Distribution of the Policy ..........................  27
           Custodian ...........................................  28
           Other Policies Issued by the Company ................  28
           State Regulation ....................................  28
           Reports to Owners ...................................  28
           Legal Proceedings ...................................  28
           Experts .............................................  28
           Legal Opinions ......................................  29
           Financial Statements ................................  29
           Appendix A - Illustrations of Benefits ..............  57
</TABLE>



                                       4

<PAGE>   8



                                  DEFINITIONS

ACCUMULATION UNIT - An accounting unit of measure used to calculate Policy
values.

AGE - Age last birthday as determined on the Policy Anniversary on or preceding
the current date.

ANNIVERSARY - The same day and month each year as the Policy Date.

BENEFICIARY - The Beneficiary is named in the application unless changed, and
receives the death benefit at the Insured's death.

CASH SURRENDER VALUE - The Cash Value of the Policy less any Indebtedness and
less the Full Surrender Charge.

COMPANY - Sentry Life Insurance Company at its Home Office located at 1800
North Point Drive, Stevens Point, Wisconsin 54481.

CASH VALUE - The sum of all Subaccount Cash Value and any Cash Value held in
the General Account to secure Policy debt.

ELIGIBLE MUTUAL FUND(S) - The mutual funds designated in the Policy as eligible
investments of the Variable Life Account.

GENERAL ACCOUNT - The general ledger account of the Company.

IN EFFECT - When the Insured's life is covered under the Policy.

INITIAL INVESTMENT PERIOD - A 30 day period commencing on the Policy Issue
Date.

INSURED - The person whose life is covered under the Policy.

MATURITY DATE - The Maturity Date is the date on which the Company will pay the
Policy's Cash Value less any outstanding indebtedness if the Policy is In
Effect on such date.

MONTHLY PROCESSING DAY - The day from which Policy Months are determined.

NET PREMIUMS - Gross Premiums less the charge for front-end sales load and
premium taxes.

PAYEE - A person receiving payments from the Company under an Optional
Settlement Plan.

POLICY DATE - The day, month and year the Policy is put In Effect.

POLICY ISSUE DATE - The day, month and year that underwriting is completed and
the Policy is issued by the Company.

POLICY MONTH - A period of time commencing on any Monthly Processing Day and
ending on the day preceding the next Monthly Processing Day.

POLICY OWNER - The Policy Owner is named in the application, unless changed,
and has all rights under the Policy.

POLICY YEAR - A period of time commencing on any Anniversary and ending on the
day preceding the next Anniversary.

PORTFOLIO - A segment of an Eligible Mutual Fund which constitutes a separate
and distinct class of shares.

   
SPECIFIED AMOUNT - The amount of the initial death benefit provided by the
Policy plus or minus any changes in the Specified Amount.
    

SUBACCOUNT - A segment of the Variable Life Account which invests in an
Eligible Mutual Fund or Portfolio.

TARGET SURRENDER PREMIUM - The Premium, shown on the Policy Specifications
Page, that is used to calculate the Deferred Sales Charge. The Target Surrender
Premium is based on the guideline annual premium pursuant to rules adopted
under the Investment Company Act of 1940.

VALUATION DATE - Each day that the New York Stock Exchange is open for
business, which is Monday through Friday, except for New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

VALUATION PERIOD - The period commencing at 4:00 p.m. New York time on each
Valuation Date and ending at 4:00 p.m. New York time for the next succeeding
Valuation Date.

VARIABLE LIFE ACCOUNT - A separate investment account of the Company into which
Net Premiums under the Policy will be allocated.


                                       5

<PAGE>   9


                                    SUMMARY
THE POLICY

     The Policy described in this Prospectus is a flexible premium variable
life insurance policy. The Policy, while providing certain investment features,
is a life insurance policy which provides for death benefits, cash values, and
other features that are traditionally associated with life insurance.

     The Policy is called "flexible" because, unlike the fixed premiums of an
ordinary whole life insurance policy, the frequency and amount of Premium
payments can vary; any form of insurance coverage can be simulated by changing
the Specified Amount of insurance and the death benefit may be changed between
Options 1 and 2.

   
     The Policy is called "variable" because, unlike the fixed benefits of an
ordinary whole life insurance policy, the Cash Value and, under certain
circumstances, the death benefit of the Policy may increase or decrease
depending on the investment experience of the assets underlying the Policy.
Policy Owners bear the complete investment risk for all amounts allocated to
the Variable Life Account. However, if the minimum Premium requirement as set
forth in the Policy is met, the Policy is guaranteed not to lapse, even if the
investment performance causes the full Cash Surrender Value to be insufficient
to cover the Monthly Deductions when due. (See "Premiums - Death Benefit
Guarantee" for a further explanation). There is no guaranteed minimum Cash
Value. For a more complete description of the Policy, see "Policy Benefits and
Rights."
    

     The minimum Specified Amount for which the Company will issue the Policy
is $50,000. If the Death Benefit Guarantee is not In Effect, and if the Cash
Surrender Value is not sufficient to cover the Monthly Deduction when due, a
grace period of 61 days will be allowed for the payment of a Premium sufficient
to cover the Monthly Deduction. If a Premium or a loan repayment sufficient to
cover the Monthly Deduction is still unpaid by the end of the grace period, the
Policy will lapse and all coverage under the Policy will terminate without
value.

     The Policy has been designed to comply with the definition of life
insurance contained in Section 7702 of the Internal Revenue Code of 1986, as
amended (the "Code"). However, the law in this regard is very complex and
unclear. While every attempt has been made to comply, there is the risk that
the Internal Revenue Service will not concur with the Company's interpretations
of Section 7702 that were made in determining such compliance. For a further
discussion, see "Tax Status - Tax Treatment of the Policy."

THE VARIABLE LIFE ACCOUNT

     The Variable Life Account is a separate account established by the Company
pursuant to the insurance laws of the State of Wisconsin and registered as a
unit investment trust under the Investment Company Act of 1940. Net Premiums
will be allocated to the Variable Life Account and are currently invested in
shares of Neuberger & Berman Advisers Management Trust at their net asset
value. Policy Owners bear the complete investment risk for amounts allocated to
the Variable Life Account. For a more complete description, see "The Variable
Life Account" and "Investments of the Variable Life Account."

PREMIUMS

     The initial Premium is due on or prior to the Policy Date. The frequency
and amount of subsequent Premium payments can vary. Therefore, an unlimited
number of Premium payment patterns are possible, including single premium,
level premium, limited premium, increasing premium, decreasing premium, and
stop and go premiums. While the Policy provides for flexible Premium payments,
Policy Owners can establish a Planned Premium Payment Plan which may provide
for Premiums to be made annually, semi-annually, quarterly or by automatic bank
check. The Planned Premiums are subject to certain minimum amounts. There are
certain minimum Premium payment requirements that must be met in order to have
the Death Benefit Guarantee in effect.

     The Company reserves the right to limit the frequency and amount of
additional Premiums. (See "Premiums.")

MODIFIED ENDOWMENT CONTRACTS

     The Code alters the tax treatment accorded to loans and certain
distributions from life insurance policies which are deemed to be "modified
endowment contracts."

     Generally, a Policy will not be a modified endowment contract. Section
7702A of the Code sets forth the rules for determining when a life insurance
policy will be deemed to be a modified endowment contract. A modified endowment
contract is a contract which is entered into or materially changed on or after
June



                                      6


<PAGE>   10


21, 1988, and fails to meet the 7-pay test. A Policy fails to meet the 7-pay
test when the cumulative amount paid under the Policy at any time during the
first 7 Policy Years exceeds the sum of the net level premiums that would have
been paid on or before such time if the Policy provided for paid-up future
benefits after the payment of 7 level annual premiums. A material change would
include any increase in the future benefits or addition of qualified additional
benefits provided under a policy unless the increase is attributable to (1) the
payment of premiums necessary to fund the lowest death benefit and qualified
additional benefits payable in the first 7 policy years; or (2) the crediting
of interest or other earnings (including policyholder dividends) with respect
to such premiums.

     Furthermore, any Policy received in exchange for a policy classified as a
modified endowment contract will be treated as a modified endowment contract
regardless of whether it meets the 7-pay test. The status of an exchange of a
contract issued before June 21, 1988, is unclear. However, the Internal Revenue
Service has taken the position in a Private Letter Ruling that a contract
received in an exchange on or after June 21, 1988, will be considered entered
into as of the date of the exchange and therefore subject to Section 7702A.

     Due to the flexible premium nature of the Policy, the determination of
whether it qualifies for treatment as a modified endowment contract depends on
the individual circumstances of each Policy. Policy Owners should consult their
tax adviser with respect to any changes they wish to make to their Policies.

     If a Policy is a modified endowment contract, partial or full surrenders
and/or loan proceeds are taxable to the extent of income in the Policy. Such
distributions are deemed to be on a last-in-first-out basis, which means the
taxable income is distributed first. Loan proceeds and/or surrender payments
may also be subject to an additional 10% federal income tax penalty applied to
the income portion of loans or surrenders. The penalty shall not apply to any
distribution (1) made on or after the date on which the taxpayer reaches age
59 1/2; (2) which is attributable to the taxpayer becoming disabled (within the
meaning of Section 72(m)(7) of the Code); or (3) which is part of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the taxpayer or the joint lives (or joint
life expectancies) of such taxpayer and his or her beneficiary. Policy Owners
should consult a tax adviser regarding the possible tax consequences of loans
and/or surrenders from the Policy. See "Tax Status - Tax Treatment of Loans
and Surrenders."

MULTIPLE CONTRACTS

     The Internal Revenue Code provides that multiple modified endowment
contracts that are issued within a calendar year to the same Policy Owner by
one company or its affiliates are treated as one modified endowment contract
for purposes of determining the taxable portion of any loans or distributions.
Such treatment may result in adverse tax consequences including more rapid
taxation of the loans or distributed amounts from such combination of
contracts. Policy Owners should consult a tax adviser prior to purchasing more
than one modified endowment contract in any calendar year.

DEATH BENEFIT GUARANTEE

     The Policy will not lapse if the minimum Premium requirement is met, even
if the Cash Surrender Value is insufficient to cover the Monthly Deduction when
due. (See "Premiums - Death Benefit Guarantee.")

GRACE PERIOD

     If the Death Benefit Guarantee is not in effect and if the full Cash
Surrender Value is not sufficient to cover the Monthly Deduction when due, a
grace period of 61 days will be allowed for the payment of a Premium or a loan
repayment sufficient to cover the Monthly Deduction. The Policy will continue
to be In Effect during this grace period. If a Premium or a loan repayment
sufficient to cover the Monthly Deduction is still unpaid by the end of the
grace period, the Policy will lapse and all coverage under the Policy will
terminate without value. (See "Premiums - Grace Period.") After a Policy
lapse, the Policy Owner may request that the Policy be put back In Effect. The
Company will reinstate the Policy subject to certain conditions. (See
"Premiums - Reinstatement.")

FREE LOOK PROVISION

   
     Unless otherwise required by state law, the Policy may be returned within
10 days after the Policy Owner receives the Policy, within 10 days after the
mailing to the Policy Owner of the notice of the right of withdrawal, or within
45 days after the Policy Owner completes Part I of the application for
insurance, whichever is later. The returned Policy can be mailed or delivered
to either the Company or the agent
    




                                      7


<PAGE>   11


who sold the Policy. The returned Policy will be treated as if the Company
never issued it and the Company will refund all Premiums paid. The Free Look
Provision is also applicable when there is an increase the Specified Amount
when such increase is not the result of a change in death benefit option. When
Premiums are paid after an increase in the Specified Amount, all such premiums
paid up to the Target Surrender Premium (see "Charges and Deductions -
Deductions From Surrendered Values") are attributed to the increase. Premiums
in excess of the Target Surrender Premium are attributed to the base plan as
long as the base plan maximum Premium limit is not exceeded. If the maximum is
exceeded the Premiums are again attributed to the increase in the Specified
Amount. All Premiums paid during the Free Look Period that are attributed to
the increase would be refunded upon exercise of the Free Look Provision.

DEATH BENEFIT

     A Policy Owner may elect one of two options to calculate the amount of
death benefit payable under the Policy. Under Option 1 the death benefit will
be equal to the greater of the Specified Amount or the Cash Value multiplied by
the applicable corridor percentage. Under Option 2 the death benefit is the
greater of the Specified Amount plus the Cash Value or the Cash Value
multiplied by the applicable corridor percentage.

     There is a Guaranteed Death Benefit under the Policy while the Policy is
In Effect equal to the Specified Amount, less any Policy indebtedness, provided
that minimum Premiums are paid and subject to certain other conditions. (See
"Premiums - Death Benefit Guarantee.") A Policy Owner may change the death
benefit option as well as the Specified Amount, subject to certain conditions.
(See "Policy Benefits and Rights.")

POLICY LOAN

     A Policy Owner may obtain a cash loan from the Company secured by the
Policy. The maximum loan amount is 90% of the Cash Value minus the Full
Surrender Charge determined at the end of the Valuation Period during which the
loan request is received. The maximum amount that may be borrowed at any time
is the maximum loan amount reduced by any outstanding Policy indebtedness. The
loan will incur interest at an annual rate of 8%. The amount of the loan will
be transferred from the Subaccounts of the Variable Life Account to the
Company's General Account. Cash Value in the General Account will accrue
interest daily at an annual rate of 6%. (See "Policy Benefits and Rights -
Policy Loans" and "Tax Status - Tax Treatment of Loans and Surrenders.")

                                  THE COMPANY

     Sentry Life Insurance Company (the "Company") is a stock life insurance
company incorporated in 1958 pursuant to the laws of the State of Wisconsin.
Its Home Office is located at 1800 North Point Drive, Stevens Point, Wisconsin.
It is licensed to conduct life, annuity, and accident and health insurance
business in the District of Columbia and in all states, except New York. The
Company is a wholly-owned subsidiary of Sentry Insurance a Mutual Company
("SIAMCO"). SIAMCO is a mutual insurance company incorporated under the laws
of Wisconsin with headquarters at 1800 North Point Drive, Stevens Point,
Wisconsin. SIAMCO owns and controls directly, or through subsidiary companies,
a group of insurance and related companies, including Sentry Life Insurance
Company of New York and Sentry Equity Services, Inc.

                           THE VARIABLE LIFE ACCOUNT

     The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Wisconsin insurance laws on February 12,
1985. This segregated asset account has been designated "Sentry Variable Life
Account I" (the "Variable Life Account"). The Company has caused the
Variable Life Account to be registered with the Securities and Exchange
Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940. Such registration does not involve supervision
of the management of the Variable Life Account or the Company by the Securities
and Exchange Commission.

     The assets of the Variable Life Account are the property of the Company.
The assets of the Variable Life Account, equal to the reserves and other policy
liabilities with respect to the Variable Life Account, are not chargeable with
liabilities arising out of any other business the Company may conduct. The
Company does not guarantee the investment performance of the Variable Life
Account. The Cash Values, Cash Surrender Values and, under some circumstances,
death benefits will vary with the value of the assets which underlie the
Variable Life Account and will also vary with the charges deducted from the
Cash Value.



                                      8


<PAGE>   12


     Income, gains and losses, whether or not realized, are, in accordance with
the Policy, credited to or charged against the Variable Life Account without
regard to other income, gains and losses of the Company. Company obligations
arising under the Policies are general corporate obligations of the Company.

                    INVESTMENTS OF THE VARIABLE LIFE ACCOUNT

   
     Currently, Net Premiums applied to the Variable Life Account will be
invested in one or more of the Portfolios of Neuberger & Berman Advisers
Management Trust at net asset value. The assets of the Variable Life Account
are segregated by Portfolio (see "Neuberger & Berman Advisers Management
Trust"), thus establishing a series of Subaccounts within the Variable Life
Account. The Company may, from time to time, add new mutual funds, and, when
appropriate, portfolios within a mutual fund as Eligible Mutual Funds.
    

   
     The selection of investments is subject to the terms and conditions
imposed by the Company. The Policy Owner may change a selection prospectively
without fee, penalty or other charge upon written notice to the Company. The
change shall be effective for Net Premiums received after receipt of such
notice. The Company may impose certain terms and conditions on these
transactions.
    

INITIAL INVESTMENT PERIOD

     Prior to and during the Initial Investment Period (a 30-day period
commencing on the Policy Issue Date), Net Premiums are applied to the Variable
Life Account and will be invested in the Liquid Asset Portfolio notwithstanding
any selection made by the Policy Owner in the application. At the end of the
Initial Investment Period, the Cash Value then in the Liquid Asset Portfolio is
transferred to the Eligible Mutual Fund(s) or Portfolio(s) in accordance with
the selection made by the Policy Owner in the application. Such transfer will
be made automatically by the Company and without charge.

     After the Initial Investment Period has expired, Net Premiums are applied
to the Variable Life Account in accordance with the selection made by the
Policy Owner in the application. The transfer of Net Premiums to the Variable
Life Account is not deemed to be a transfer for purposes of the limitation on
the number of transfers that may be made nor for the purposes of imposing the
Transfer Fee.

TRANSFERS

     The Policy Owner may direct the transfer of all or part of the Subaccount
Cash Values between Portfolio(s) subject to the following conditions:

   
  (1)  The Company has reserved the right to deduct a Transfer Fee for
       transfers, which will be deducted from the amounts which are
       transferred. The Company does not currently deduct a Transfer Fee but in
       the event that it does in the future, the fee will not exceed $25.
    

  (2)  The minimum amount which may be transferred is $250, or, if smaller,
       the remaining Subaccount Cash Value.

  (3)  Any transfer direction must clearly specify:

       (a)  the amount which is to be transferred; and

       (b)  the Portfolio(s) which are to be affected.

  (4)  Four transfers may be made in any Policy Year. Additional transfers
       during the year are subject to approval by the Company.

  (5)  Transfers shall be effected during the Valuation Period next
       following receipt by the Company of a written transfer direction
       containing all required information.

     A transfer request for a transfer from one Portfolio to two Portfolios or
from two Portfolios to one Portfolio will count as one transfer transaction.

     The Company reserves the right, at any time and without prior notice to
any party, to terminate, suspend or modify the transfer privilege.

     When new Eligible Mutual Funds or Portfolios are added, the Policy Owner
may be permitted to select such Eligible Mutual Funds or Portfolios as
investments to underlie the Policy. However, the right to make any such
selection will be limited by the terms and conditions imposed on such
transactions by the Company.

     Subject to the above-identified restrictions on transfers, a Contract
Owner may elect to effect transfers between Eligible Mutual Fund(s) or
Portfolio(s) by telephone by completing the applicable section of the
Application.


                                      9


<PAGE>   13


     The Company will employ reasonable procedures to confirm that telephone
transfer requests are genuine. If it does not, the Company may be liable for
any losses due to unauthorized or fraudulent instructions. The Company will not
be liable for complying with telephone transfer requests it believes to be
genuine and for which it followed reasonable procedures to ensure legitimacy.

     A telephone transfer may be effected by contacting the Company's Home
Office identified on Page 1 and providing specific account information,
including the Contract Owner's name, Contract number, social security number
and/or date of birth. The Company may request additional information concerning
the account and/or Contract Owner to verify the validity of the request. The
Company maintains the right to reject any telephone transfer request.

     Telephone transfer requests received on any business day before 3 p.m.,
Central Standard Time, will effect transfers as of that day. Telephone transfer
requests received after 3 p.m,, Central Standard Time, will effect transfers on
the business day next following the request.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

   
     Neuberger & Berman Advisers Management Trust (the "Trust") is the
funding vehicle for the Policies. Each Portfolio of the Trust invests all of
its net investable assets in its corresponding series (each a "Series") of
Advisers Managers Trust ("Manager's Trust"), an open-end management investment
company. All Series of Managers Trust are managed by Neuberger & Berman
Management Incorporated ("N&B Management"). Each Series invests in securities
in accordance with an investment objective, policies, and limitations identical
to those of its corresponding Portfolio. This "master/feeder fund" structure is
different from that of any other investment companies which directly acquire
and manage their own portoflios of securities. For more information regarding
this structure, see the Trust's prospectus.
    

   
     Shares of the Trust are issued and redeemed in connection with investment
in and payments under variable contracts issued through separate accounts of
the life companies which may or may not be affiliated with the Trust. Shares of
the Balanced Portfolio of the Trust are also offered directly to qualified
pension and retirement plans ("Qualified Plan"). Shares of the Trust are
purchased and redeemed at net asset value. The Boards of Trustees of the Trust
and Managers Trust have undertaken to monitor the Trust and Managers Trust,
respectively, for the existence of any material irreconcilable conflict between
the interests of the variable contracts owners of the life companies and to
determine what action, if any, should be taken in the event of a conflict. The
life companies and N&B Management are responsible for reporting any potential
or existing conflicts to the Boards. Due to differences of tax treatment and
other considerations, the interests of various variable contract owners
participating in the Trust and Managers Trust and the interests of Qualified
Plans investing in the Trust and Managers Trust may conflict. If such a
conflict were to occur, one or more life company separate accounts or Qualified
Plans might withdraw their investment in the Trust. This might force Manager's
Trust to sell portfolio securities at disadvantageous prices.
    

   
     There are seven Portfolios, four of which are currently available in
connection with the Policy. In that the investment objective of each Portfolio
matches that of its corresponding Series, the following information is
presented in terms of the applicable Series of Managers Trust.
    

   
     The investment objective of each Series follows:
    

     AMT LIQUID ASSET INVESTMENTS.  The investment objective of AMT Liquid
Asset Investments is to provide the highest current income consistent with
safety and liquidity. The Series invests in high quality U.S.
dollar-denominated money market instruments of U.S. and foreign issuers,
including governments and their agencies and instrumentalities, banks and other
financial institutions, and corporations, and may invest in repurchase
agreements with respect to these instruments. An investment in the Liquid Asset
Portfolio is neither insured nor guaranteed by the U.S. Government.

     AMT GROWTH INVESTMENTS.  AMT Growth Investments seeks capital appreciation
without regard to income by investing in securities believed to have the
maximum potential for long-term capital appreciation. It does not seek to
invest in securities that pay dividends or interest, and any such income is
incidental. The Series expects to be almost fully invested in common stocks,
often of companies that may be temporarily out of favor in the market.

     AMT LIMITED MATURITY BOND INVESTMENTS.  The investment objective of AMT
Limited Maturity Bond Investments is to provide the highest current income
consistent with low risk to principal and liquidity, and secondarily, total
return. The Series invests in a diversified portfolio of fixed and variable
rate debt securities and seeks to increase income and preserve or enhance total
return by actively


                                     10


<PAGE>   14


managing average portfolio maturity in light of market conditions and
trends. These are short-to-intermediate term debt securities. The Series'
dollar-weighted average portfolio maturity may range up to five years.

     AMT BALANCED INVESTMENTS.  The investment objective of AMT Balanced
Investments is long-term capital growth and reasonable current income without
undue risk to principal. The investment adviser anticipates that the Series'
investments will normally be managed so that approximately 60% of the Series'
total assets will be invested in common stocks and the remaining assets will be
invested in debt securities. However, depending on the investment adviser's
view regarding current market trends, the common stock portion of the Series'
investments may be adjusted downward to as low as 50% or upward to as high as
70%. At least 25% of the Series' assets will be invested in fixed-income senior
securities.

SUBSTITUTION OF SECURITIES

     If the shares of any of the Eligible Mutual Funds, or any Portfolio within
an Eligible Mutual Fund, should no longer be available for investment by the
Variable Life Account or, if in the judgment of the Company's Board of
Directors, further investment in such shares should become inappropriate in
view of the purpose of the Policy, the Company may substitute shares of another
mutual fund for fund shares already purchased or to be purchased in the future
by Net Premiums under the Policy. No substitution of securities in any
Subaccount may take place without prior approval of the Securities and Exchange
Commission and under such requirements as it may impose.

                                   THE POLICY
GENERAL

     The Policy offered by this Prospectus is an individual flexible premium
variable life insurance policy. The Policy is designed to provide the Policy
Owner with lifetime insurance protection and significant flexibility in
connection with the frequency and amount of Premium payments and the level of
life insurance proceeds payable under the Policy. Unlike traditional life
insurance, the Policy will not lapse if Premium payments are not made. However,
the Policy will lapse if the Cash Surrender Value is insufficient to pay the
monthly charges due under the Policy and the grace period expires without
sufficient additional Premium payments or a loan repayment having been made.
(See "Premiums - Grace Period.") The Policy allows the Policy Owner to vary
the Premium payments. The Policy provides for a Death Benefit Guarantee,
subject to certain conditions including the payment of minimum Premiums. (See
"Premiums - Death Benefit Guarantee.") In addition, the Policy allows the
Policy Owner to adjust the level of life insurance proceeds payable under the
Policy by increasing or decreasing the Specified Amount of insurance without
having to purchase a new policy. Any increase in the Specified Amount may
require evidence of insurability.

     To purchase a Policy, a completed application must be sent to the Company
at its Home Office at 1800 North Point Drive, Stevens Point, Wisconsin 54481.
The Initial Premium is due on or prior to the Policy Date. The initial
Specified Amount cannot be less than $100,000 unless the Company's current
administrative rules specify a lower amount. Acceptance of the application is
subject to the Company's underwriting rules and the Company may, at its sole
discretion, reject any application or Premium for any reason.

INSURANCE UNDERWRITING

     Insurance underwriting is designed to group applicants of the same age and
sex into classifications which can be expected to produce mortality experience
consistent with the actuarial structure for that class. The Company uses
established underwriting guidelines which may or may not require a medical
examination.

     Medical examinations are not normally required if the proposed Insured's
age is 45 or less and the initial insurance amount (the initial Specified
Amount plus any additional amounts provided by riders) is not more than the
amounts shown in the following table:

<TABLE>
<CAPTION>
                   ISSUE AGE  INITIAL INSURANCE AMOUNT
                   ---------  ------------------------
                    <S>              <C>
                     0-30            $300,000
                    31-35            $200,000
                    36-40            $125,000
                    41-45            $ 75,000
</TABLE>


     In other situations, paramedical or medical underwriting is used.


                                     11


<PAGE>   15


     Policies will be issued as either standard non-smoker, substandard smoker
or medically substandard. The monthly cost of insurance charges will depend on
the underwriting classification. (See "Charges and Deductions - Deductions
from Cash Value" for a discussion of the cost of insurance.)

RIGHT TO EXCHANGE THE POLICY

     The Policy may be exchanged for a policy of permanent fixed premium fixed
benefit life insurance on the life of the Insured. This exchange may only be
made within 24 months after the Policy Date. No evidence of insurability is
required. All Policy indebtedness must be repaid before the exchange is made.

     The exchange will become effective when the Company receives:

     (1)  proper written request for the Policy exchange;
 
     (2)  surrender of the Policy being exchanged; and

     (3)  any amount due the Company on exchange.

     The new Policy will have the same Policy Date and issue age as the
original Policy and will have the same risk classification. The basic amount of
insurance of the new Policy will be equal to either the initial Specified
Amount of the original Policy or the net amount at risk under the original
Policy on the date of exchange, as selected by the Policy Owner. For purposes
of this provision, net amount at risk is defined as the difference between the
death benefit and the Policy Cash Value. The Policy Owner and Beneficiary of
the new Policy will be the same as those of the original Policy on the
effective date of the exchange.

     If there is an increase in the Specified Amount and such increase is not
the result of a change in death benefit option, the Policy Owner will be
granted an exchange privilege with respect to the increase, subject to the
conditions applicable to an exchange of the entire Policy. The Policy Owner
will also have the option to transfer to the new Policy, without charge, on the
exchange date, Cash Value attributable to the increase. The Cash Value
attributable to the increase is the amount by which the total premiums paid
exceed the Maximum Premium Limitation for the Policy calculated as if the
increase had not occurred. However, amounts of Cash Value will not be applied
to the exchange if they would cause the Cash Surrender Value of the remaining
Policy to become negative.

ILLUSTRATIONS

   
     This Prospectus contains illustrations of both future Cash Values and
death benefits given certain assumed Variable Life Account yields, and which
may be helpful in understanding how the Policy works (see Appendix A). For
illustrations not shown, the Policy Owner should contact his or her agent.
    

     The Policy Owner may request a projection of illustrative future death
benefits and Policy values at any time. Such a request must be in writing. The
Company may charge a maximum service fee of $25 for this projection. The
illustration will be based on assumptions as to the Specified Amount,
anticipated earnings and future Premium payments specified by the Policy Owner,
and other assumptions as are necessary and agreed upon by the Company and the
Policy Owner.

                                    PREMIUMS
INITIAL PREMIUM

   
     The Initial Premium is due on or prior to the Policy Date. It must be paid
to the Company at its Home Office. Coverage under the Policy does not take
effect until the Policy has been issued and the Premium paid during the
Insured's lifetime.
    

NET PREMIUMS

     The Net Premium is equal to 95% of the Premium less any applicable premium
taxes. The 5% deduction is for the front-end sales expense charge.

FIRST YEAR MINIMUM PREMIUM

     The Initial Premium together with the first year Planned Premiums must be
sufficient to meet the minimum Premium requirement under the Death Benefit
Guarantee for the first year.


                                     12


<PAGE>   16


PLANNED PREMIUMS

     While the Policy provides for flexible Premium payments, Policy Owners can
establish a Planned Premium Payment Plan which may provide for Premiums to be
made annually, semi-annually, quarterly or by automatic bank check. The Planned
Premiums are subject to the following minimum amounts unless the Company's then
current administrative rules specify lower amounts:

<TABLE>
<CAPTION>
                                          PLANNED PREMIUM
                      MODE OF PAYMENT     MINIMUM AMOUNT
                      ---------------     ---------------
                     <S>                      <C>
                     Annual                   $200
                     Semi-Annual               125
                     Quarterly                  75
                     Automatic Bank Check       15
</TABLE>


     The Policy Owner may change the frequency and amount of Planned Premiums
by sending the Company a written notice. The Company reserves the right to
limit the amount of any increase of the Planned Premium. Any Premium which
exceeds the Planned Premium will be considered an Additional Premium subject to
the "Additional Premiums" provision of the Policy described below.

   
     Payment of a Planned Premium will not guarantee that the Policy will
remain In Effect because even if a Premium payment is made, the Policy will
lapse any time the Cash Surrender Value is insufficient to pay the monthly
charges and the grace period expires without a sufficient Premium payment or
loan repayment having been made. However, the Death Benefit Guarantee may be in
effect which will provide a death benefit even if the Cash Surrender Value is
insufficient, provided that certain conditions are met. (See "Premiums - Death
Benefit Guarantee" and "Premiums - Grace Period.")
    

ADDITIONAL PREMIUMS

     Additional Premium payments of at least $50 may be made at any time prior
to the Maturity Date. The Company reserves the right to limit the amount of
Additional Premium payments to those that conform to the requirements of the
Internal Revenue Code and the regulations thereunder. Even if there is a loan
outstanding, unless the Policy Owner directs to the contrary, all payments will
be deemed to be Premium payments. Premium limitations for the Policy are set
out on the Policy Specifications Page of the Policy.

MAXIMUM PREMIUM LIMITATIONS

     In order to conform to the requirements of the Internal Revenue Code, the
Company will limit the total amount of Premiums, both Planned and Additional,
that may be paid during each Policy Year (the "Maximum Premium Limitation").
Because the Maximum Premium Limitation is in part dependent on the Specified
Amount for each Policy, changes in the Specified Amount may affect this
limitation. In the event that a Premium is paid that exceeds the Maximum
Premium Limitation, the Company will accept only the portion of the Premium up
to the maximum limitation and return the excess to the Policy Owner.
Thereafter, no additional Premiums will be accepted until allowed by the
Maximum Premium Limitation.

DEATH BENEFIT GUARANTEE

     If the minimum Premium requirement described below is met, the Policy will
not lapse, even if the Cash Surrender Value is insufficient to cover the
Monthly Deduction when due.

     The minimum Premium requirement is met if the sum of all Premiums paid is
not less than:

     (1)  the sum of all monthly Death Benefit Guarantee Premiums as shown on
          the Policy Specifications Page of the Policy, plus

     (2)  the current Policy indebtedness, plus

     (3)  the sum of all partial surrenders, Partial Surrender Charges and
          Partial Surrender Administrative Fees, plus

     (4)  the sum of all Monthly Deductions for any additional benefits
          provided by a rider.

     All sums in the minimum Premium requirement include values for the current
Policy Month.

   
     The initial monthly Death Benefit Guarantee Premium is shown on the Policy
Specifications Page. This Premium will change upon any increase or decrease in
the Specified Amount or a change in the Death Benefit Option. At the time of
the change, the Company will recalculate the monthly Death Benefit Guarantee
Premium based on the Insured's Age, the Death Benefit Option chosen and the new
Specified Amount. Any change in the monthly Death Benefit Guarantee Premium
will be shown on a Policy amendment.
    


                                     13
<PAGE>   17


GRACE PERIOD

     If the Death Benefit Guarantee is not In Effect, and if the Cash Surrender
Value is not sufficient to cover the Monthly Deduction when due, a grace period
of 61 days will be allowed for the payment of a Premium or loan repayment
sufficient to cover the Monthly Deduction. The grace period begins on the
Monthly Processing Day during which there was insufficient Cash Surrender
Value. The Company will mail a notice that the grace period is In Effect to the
Policy Owner's last known address.

     The Policy will continue to be In Effect during this grace period. During
the grace period the death benefit will equal the amount of death benefit In
Effect immediately prior to the grace period, less any indebtedness and due and
unpaid charges.

     If a Premium or loan repayment sufficient to cover the Monthly Deduction
is still unpaid at the end of the grace period, the Policy will lapse and all
coverage under the Policy will terminate without value.

     Under certain circumstances, even if there is insufficient Cash Surrender
Value to cover the Monthly Deduction, the Policy will not lapse if the Death
Benefit Guarantee is In Effect. (See "Premiums - Death Benefit Guarantee.")

REINSTATEMENT

     After a lapse, the Policy Owner may request that the Policy be put back In
Effect. The Company will reinstate the Policy subject to the following
conditions:

     (1)  the request is in writing and received by the Company within three
          years from the date of lapse;

     (2)  the Company receives satisfactory proof that the Insured is still
          insurable; and

     (3)  a Premium sufficient to cover the Monthly Deductions for the first
          two Policy Months following reinstatement is paid.

     The Policy will be reinstated on the next Valuation Date following the
date that all of the above conditions have been satisfied. The Company will not
reinstate a Policy surrendered for its full Cash Surrender Value.

                             CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUMS

     SALES CHARGE - The Company deducts a front-end sales expense charge of 5%
from each Premium Payment. The amount of sales load deducted in any Policy Year
cannot be specifically related to the actual sales expenses incurred in that
year. To the extent that the sales loads are insufficient to recover the actual
sales expenses, such expenses may be recovered from sources other than charges
deducted from Premiums including amounts derived indirectly from the charge for
mortality and expense risks, the deferred sales charge and from mortality
gains.

     PREMIUM TAX - The Company deducts the amount of any premium taxes levied
by any state or governmental entity. Premium taxes currently vary from state to
state and range from 0% to 4%.

DEDUCTIONS FROM THE VARIABLE LIFE ACCOUNT

     MORTALITY AND EXPENSE RISK PREMIUM - The Company deducts a Mortality and
Expense Risk Premium equal on an annual basis to 0.90% of the daily net asset
value of the Variable Life Account to compensate the Company for the mortality
and expense risks assumed under the Policy. The mortality risk assumed by the
Company is that the Insureds, as a group, may not live as long as expected. The
expense risk assumed by the Company is that actual expenses may be greater than
those assumed. The Company is responsible for all administration of the
Policies and the Variable Life Account. (See "Deductions from Cash Value -
Monthly Deduction.")

     DEATH BENEFIT GUARANTEE RISK CHARGE - The Company deducts a Death Benefit
Guarantee Risk Charge equal on an annual basis to 0.15% of the daily net asset
value of the Variable Life Account to compensate the Company for assuming risks
associated with the Death Benefit Guarantee.

   
     TAXES - The Company reserves the right to make a provision for any income
taxes which result from the investment operation of any Subaccount. The Company
does not currently deduct for taxes.
    

DEDUCTIONS FROM CASH VALUE

     TRANSFER FEE - The Company may deduct a Transfer Fee for each transfer.
The Transfer Fee will be deducted from the amounts which are transferred. The
Transfer Fee will not exceed $25.



                                     14


<PAGE>   18


     MONTHLY DEDUCTION - The Company makes a Monthly Deduction from the Cash
Value of the Policy at the beginning of each Policy Month that is equal to the
sum of the following:

     (1)  the cost of insurance for the Policy and any additional benefits
          provided by rider for the Policy Month;

     (2)  a $5 monthly administrative fee. This charge reimburses the Company
          for the administration of the Policy and the Variable Life
          Account. Such administration includes Policy issuance, underwriting,
          maintenance of Policy records, Policy Owner service, premium billing
          and collection, reports to Policy Owners and all accounting, reserve
          calculations, regulatory and reporting requirements, and auditing of
          the Variable Life Account.

     The monthly deduction will result in the cancellation of Accumulation
Units (see "Definitions" and "Policy Benefits and Rights - Determination of
Accumulation Unit") from each applicable Subaccount in the ratio that the
value of the Subaccount bears to the sum of the Subaccount Cash Values.

     The COST OF INSURANCE for the Policy is determined on a Policy Month
basis. This amount will vary from month to month and is dependent upon the
Death Benefit Option In Effect, the Cash Value, the Insured's Sex and Age, as
well as the risk class of the Policy. The cost of insurance is determined by
multiplying the difference between the Death Benefit In Effect divided by
1.0040741 and the Cash Value by the monthly MORTALITY CHARGE. Because insurance
investment performance or the level of Premium payments will affect the Death
Benefit or the Cash Value, they will also affect the cost of insurance.

     The cost of insurance for any rider is calculated separately for each
rider.

     The monthly MORTALITY CHARGE is based on the Company's current mortality
rates. The current mortality rates are based on the Insured's age, sex, and
risk class. The risk class will be determined separately for the initial
Specified Amount and for any subsequent increase in the Specified Amount
requiring evidence of insurability. Current mortality rates are determined by
the Company according to expectations of future mortality experience. These
rates are not guaranteed and may be changed from time to time, but will never
exceed the maximum rates shown in the Table of Guaranteed Maximum Mortality
Rates which is set out in the Policy. Any change in mortality rates will apply
to all Insureds of the same age, sex, and risk class. The guaranteed rates for
standard risks are based on the 1980 Commissioner's Standard Ordinary Mortality
Table, Age Last Birthday ("1980 CSO Table"). The guaranteed rates for
Insureds classified as smokers or medically substandard are based on a multiple
of the 1980 CSO Table. Such multiples could be as high as five times the 1980
CSO Table.

DEDUCTIONS FROM SURRENDERED VALUES

     FULL SURRENDER CHARGE - In the event that the Policy is totally
surrendered prior to the Maturity Date, a Full Surrender Charge may be
assessed. Full surrender of the Policy during the first nine (9) years will
result in the imposition of the Full Surrender Charge, the amount of which is
the total (or a percentage thereof) of the four charges ((1) through (4))
below. The Full Surrender Charge will be reduced during that time until it
reaches zero in the tenth year. The amount of the charge due is determined by
multiplying the applicable percentage in the Table set out under (5) below by
the sum of the four charges.

   
     (1)  CONTINGENT DEFERRED ADMINISTRATIVE EXPENSE CHARGE. This charge is
          calculated as $3.50 per $1,000 on the first $100,000 of the
          Specified Amount plus $1.50 per $1,000 on the excess above $100,000
          of the Specified Amount. The maximum Contingent Deferred
          Administrative Expense Charge is $750. This charge is designed to
          cover the administrative expenses incurred in connection with issuing
          a Policy. Such expenses include processing applications, initial
          underwriting review, medical examinations, inspection reports,
          attending physician's statements, insurance underwriting costs,
          establishing permanent Policy records, policy issuance costs,
          preparation of illustrations to accompany the Policy, preparation of
          riders, and initial confirmations.
    

     (2)  DEFERRED SALES CHARGE. This charge is calculated as 25% of the Target
          Surrender Premium or 25% of the actual premiums paid in the
          first Policy Year, if less. The Target Surrender Premium is shown on
          the Policy Specifications Page of the Policy and is calculated to be
          less than or equal to the guideline annual premium as defined in the
          applicable rules and regulations pursuant to the Investment Company
          Act of 1940.

     (3)  ADDITIONAL CONTINGENT DEFERRED ADMINISTRATIVE EXPENSE CHARGE. This
          charge may result from an increase in the Specified Amount. The
          maximum additional Contingent Deferred Administrative Expense Charge
          is calculated as $3.50 per $1,000 on the first $100,000 of the
          increase in the Specified Amount plus $1.50 per $1,000 on the excess
          above $100,000 of the


                                     15


<PAGE>   19


     increase in the Specified Amount. The maximum Contingent Deferred
     Administrative Expense Charge is $750 for each increase in the Specified
     Amount.

(4)  ADDITIONAL DEFERRED SALES CHARGE. This charge may result from an
     increase in the Specified Amount. This charge is 25% of the lesser of:

     (a)  the Target Surrender Premium for the increase in the Specified
          Amount as shown on the Policy amendment; or

     (b)  the portion of the actual Premiums paid in the first twelve
          (12) Policy Months following the effective date of the increase
          in the Specified Amount that exceeds the Target Surrender
          Premium for the Policy that was in effect prior to the increase
          in the Specified Amount.

     The Target Surrender Premium is based on the Insured's sex and age on the
     effective date of the change. The Company reserves the right to require a
     minimum Premium payment during the first 12 months following the effective
     date of the increase in the Specified Amount.

(5)  The applicable percentage is shown in the following Table where Year
     is the number of full Policy Years from the original Policy Date or from
     the Policy Anniversary on or preceding the date of each increase in the
     Specified Amount to the date of surrender.

<TABLE>
<CAPTION>
                 COMPLETED POLICY YEARS  APPLICABLE PERCENTAGE
                 ----------------------  ---------------------
                     <S>                     <C>
                        0-4                     100
                          5                      80
                          6                      60
                          7                      40
                          8                      20
                          9+                      0
</TABLE>


     However, in no event will the sum of the front-end sales charges and the
Deferred Sales Charges exceed the sales load limitations of applicable federal
securities laws.

     The Full Surrender Charge, as calculated above, is reduced by the sum of
all Partial Surrender Charges previously deducted. In no event will the Full
Surrender Charge be less than zero.

     A decrease in the Specified Amount will not change any existing surrender
charges.

   
     PARTIAL SURRENDER CHARGE - In the event that the Policy is partially
surrendered, a Partial Surrender Charge may be assessed. The Policy Owner has
the right to partially surrender the Policy by withdrawing Cash Value. (See
"Policy Benefits and Rights - Partial Surrender.") A partial surrender will
result in the imposition of a portion of the Full Surrender Charge described
above which will be equal to the percentage of Cash Surrender Value that the
withdrawal represents. For example, if the partial withdrawal amounts to 20% of
the Policy's Cash Surrender Value (measured at the end of the Valuation Period
following the request for a partial surrender), 20% of the applicable Full
Surrender Charge will be imposed.
    

     PARTIAL SURRENDER ADMINISTRATIVE FEE - In the event that the Policy is
partially surrendered, a Partial Surrender Administrative Fee is assessed. This
charge is the lesser of 2% of the amount surrendered or $25, and compensates
the Company for the administrative expenses incurred in processing a partial
surrender.

     The Policy Owner may designate from which Subaccounts the Partial
Surrender Administrative Fee and Partial Surrender Charge will be made if they
are not to be deducted proportionately from all the Subaccounts in which the
Policy is invested. These charges are in addition to the amounts surrendered.

GROUP ARRANGEMENTS

     The front-end sales charge, monthly administrative charge, Deferred Sales
Charge, Deferred Administrative Expense Charge, minimum Premium, and minimum
amount of insurance may be reduced or eliminated when the Policy is issued to
individuals or a group of individuals in such a manner that results in a
savings of sales or administrative expenses. The entitlement to such a
reduction will be determined by the Company in the following manner:

     (1)  The size and type of group to which sales are to be made will be
          considered. Generally, the sales expenses for a larger group are less
          than for a smaller group because of the ability to issue large numbers
          of Policies with fewer sales contacts.

     (2)  The total amount of Premiums to be received will be considered. Per
          Policy sales expenses are likely to be less on larger Premium payments
          than on smaller ones.



                                     16


<PAGE>   20


     (3)  Any prior or existing relationship with the Company will be
          considered. Per Policy sales and administrative expenses are likely to
          be less when there is a prior or existing relationship because of the
          likelihood of issuing the Policies with fewer sales contacts and less
          administrative effort.

     (4)  There may be other circumstances of which the Company is not
          presently aware that could result in reduced sales or administrative
          expenses.

     The Company may modify from time to time, on a uniform basis, both the
amounts of reductions and the criteria for qualification. In no event will
reductions or elimination of these charges or other Policy provisions be
permitted where such reductions or elimination will be unfairly discriminatory
to any person.

                           POLICY BENEFITS AND RIGHTS

DEATH BENEFIT

     A death benefit will be paid upon the death of the Insured so long as the
Policy is In Effect. The death benefit payable will be reduced by any
indebtedness and any due and unpaid charges.

     The death benefit under the Policy is payable to the named Beneficiary
when the Insured dies. All or part of the death benefit may be paid in cash or
applied under one or more of the optional settlement plans.

     There are two death benefit options and the amount of death benefit
payable under the Policy will depend upon the death benefit option In Effect at
the time of the Insured's death. A Policy Owner may elect one of two options to
determine the amount of death benefit payable under the Policy. Under Option 1
the death benefit equals the greater of the Specified Amount or the Cash Value
multiplied by the applicable corridor percentage. Under Option 2 the death
benefit is the greater of the Specified Amount plus the Cash Value or the Cash
Value multiplied by a corridor percentage. The Specified Amount and Policy Cash
Value will be calculated at the end of the next Valuation Period following the
date of death of the Insured.

                              CORRIDOR PERCENTAGES

The Corridor Percentages shown in the following table are based on the 
Insured's Age.

<TABLE>
<CAPTION>
       AGE                  %                 AGE                 %                 AGE                 %
       ---                 ---                ---                ---                ---                ---
     <S>                  <C>                <C>                <C>               <C>                 <C>
     40 or less            250                55                 150                70                 115
        41                 243                56                 146                71                 113
        42                 236                57                 142                72                 111
        43                 229                58                 138                73                 109
        44                 222                59                 134                74                 107
        45                 215                60                 130                75                 105
        46                 209                61                 128                76                 105
        47                 203                62                 126                77                 105
        48                 197                63                 124                78                 105
        49                 191                64                 122              79-90                105
        50                 185                65                 120                91                 104
        51                 178                66                 119                92                 103
        52                 171                67                 118                93                 102
        53                 164                68                 117                94                 101
        54                 157                69                 116                95+                100
</TABLE>


     The effect of an increase in Cash Value differs under the two death
benefit options. Under either option, both Premium payments and favorable
investment results will increase Cash Value. Under Death Benefit Option 1,
increased Cash Value will decrease the amount of the Monthly Deductions and,
therefore, the amount of additional Premium necessary to keep the Policy In
Effect. Under Death Benefit Option 2, increased Cash Value does not reduce the
amount of the Monthly Deductions but does increase the death benefit. Under
either death benefit option, an increase in Cash Value results in greater
amounts being available to the Policy Owner for policy loans or surrenders.

     The insurance goals of the Policy Owner determine the appropriate death
benefit option. Policy Owners who prefer to have favorable investment results
reflected partly in the form of an increased death benefit should choose Option
2. Policy Owners who are satisfied with the amount of their insurance coverage
and wish to have favorable investment results and additional Premium reflected
to the maximum extent in increasing Cash Values should choose Option 1.


                                      17


<PAGE>   21



     The differences between the death benefit options may be shown graphically
as follows:

                     ILLUSTRATIONS OF DEATH BENEFIT OPTIONS

     DEATH BENEFIT OPTION 1 - Pays a death benefit equal to the Specified
Amount unless exceeded by the Cash Value multiplied by the Corridor Percentages
(as illustrated at Point A).


                                   [GRAPH]
                                Death Benefit
                               Specified Amount
                               Less Cash Value

                               Specified Amount

                                  Cash Value

                                   Point A



     DEATH BENEFIT OPTION 2 - Pays a death benefit equal to the Specified
Amount plus the Policy's Cash Value unless exceeded by the Cash Value
multiplied by the Corridor Percentages.


                                   [GRAPH]

                                Death Benefit

                               Specified Amount

                               Specified Amount

                                  Cash Value


CHANGE OF DEATH BENEFIT OPTION

   
     The Policy Owner may change the death benefit option In Effect by sending
the Company a written request. Upon the Company's acceptance, the effective
date of the change will be the Monthly Processing Day next following receipt of
the request. Such a change may result in a new Specified Amount and may be
subject to evidence of insurability satisfactory to the Company before the
change will be made.
    

     A change from Option 2 to Option 1 will increase the Specified Amount by
the Policy's Cash Value calculated at the end of the Valuation Period following
the effective date of the change. When there is a change from Option 2 to
Option 1, the Company may require evidence of insurability.

     A change from Option 1 to Option 2 will decrease the Specified Amount by
the Policy's Cash Value calculated at the end of the Valuation Period following
the effective date of the change.

     A change of death benefit option will change the cost of insurance charge
for the duration of the Policy. (See "Charges and Deductions - Deductions from
Cash Value.") The mortality charge is the same under both options, but the
difference between the death benefit and the Cash Value varies directly with
Cash Value under Option 1, but is constant under Option 2 unless the death
benefit is derived from the application of the Corridor Percentages.


                                      18


<PAGE>   22


   
CHANGE IN THE SPECIFIED AMOUNT
    

     The Policy Owner may increase or decrease the Specified Amount. Written
requests must be received by the Company and any change is subject to the
following conditions:

     (1)  No changes in the Specified Amount may be made during the first
          Policy Year.
   
     (2)  The Specified Amount may be changed only one time in any Policy Year.
   
     (3)  The Specified Amount cannot be less than the minimum Specified Amount
          of $100,000 unless the Company's current administrative rules 
          specify a lower amount.

     (4)  DECREASES IN THE SPECIFIED AMOUNT - Any decrease will become
          effective on the Monthly Processing Day following the date the
          request is received (see also item (3) above). Decreases in the
          Specified Amount will be effected on a last-in-first-out basis. That
          is, for purposes of determining cost of insurance (see "Charges and
          Deductions - Deductions from Cash Value"), a decrease will apply to
          the Specified Amount provided by the most recent increase, then the
          next most recent increase successively, then to the initial Specified
          Amount. The Company will not allow a decrease in the Specified Amount
          if such decrease causes the Policy to violate the Maximum Premium
          Limitation. There is no Deferred Sales Charge assessed at the time of
          a decrease in the Specified Amount.

   
     (5)  INCREASES IN THE SPECIFIED AMOUNT - Any request for an increase must
          be submitted on a supplemental application. Satisfactory
          evidence of insurability must be supplied. Any approved increase will
          become effective on the next Monthly Processing Day following the
          Company's approval. An increase will not become effective if the
          Policy's Cash Surrender Value is insufficient to cover the Monthly
          Deduction for the Policy Month following the increase. When there is
          an increase in the Specified Amount, the Policy Owner is granted a
          free-look and exchange privilege. (See "Summary - Free Look Provision"
          and "The Policy - Right to Exchange the Policy.")
    

   
               Any change in the Specified Amount will result in a change in the
          cost of insurance charge because this charge is dependent upon the
          difference between the Death Benefit In Effect and the Cash Value.
          (See "Charges and Deductions - Deductions from Cash Value" for a
          discussion of cost of insurance.) (See also "Policy Benefits and
          Rights - Illustrations of Death Benefit Options.")
    

               Any change in the Specified Amount may affect the Premium
          requirement for the minimum Death Benefit Guarantee.

   
               Increases in the Specified Amount will result in the assessment
          of a new Full Surrender Charge, unless the increase is due to a
          change from Death Benefit Option 2 to Death Benefit Option 1 as if a
          new policy had been issued for that Specified Amount. No increase
          will be allowed if the Policy does not have sufficient Cash Surrender
          Value to support the additional Deferred Charges. The Company
          reserves the right to require the payment of an additional Premium in
          an amount equal to the First Year Minimum Premium which would be
          charged based on the then Age and risk class for a newly-issued
          Policy with a Specified Amount equal to the amount of increase, as a
          condition following an increase. (See "Charges and Deductions -
          Deductions from Surrendered Values - Full Surrender Charge." ) Since
          the cost of insurance varies directly with the difference between the
          death benefit and the Cash Value of the Policy, an increase in the
          Specified Amount will generally require higher Premium payments to
          support the Policy. (See "Premiums - Grace Period.") 
    

     For example, assume a 40-year old male non-smoker buys a $100,000 policy
and chooses Option 1. Also assume that all Policy charges and deductions are
made and that the net investment return after all asset-based charges are
deducted is 6% (8.08% gross investment return). The following table shows the
effect on Cash Values and Cash Surrender Values under three alternatives: the
Specified Amount is not changed; the Specified Amount is increased to $250,000;
or the Specified Amount is decreased to $50,000. The changes occur five years
after issue.

<TABLE>
<CAPTION>
               NO CHANGE IN       INCREASE IN SPECIFIED     DECREASE IN SPECIFIED
             SPECIFIED AMOUNT       AMOUNT TO $250,000        AMOUNT TO $50,000
            -------------------  ------------------------  ------------------------
                        CASH                     CASH                      CASH
  END OF      CASH    SURRENDER     CASH       SURRENDER      CASH       SURRENDER
POLICY YR.   VALUE      VALUE       VALUE        VALUE        VALUE        VALUE
- ----------  --------  ---------  -----------  -----------  -----------  -----------
<S>         <C>       <C>        <C>          <C>          <C>          <C>
     5      $ 6,586    $ 6,004    $  6,586     $  6,004      $ 6,586      $ 6,004
     6        8,105      7,668      10,528        8,932        7,300        6,863
     7        9,696      9,405      14,663       13,212        8,046        7,755
    10       14,940     14,940      28,328       27,400       10,495       10,495
    20       38,636     38,636      90,775       90,775       21,359       21,359
  Age 65     55,504     55,504     135,742      135,742       28,941       28,941
</TABLE>



                                      19


<PAGE>   23


     The Premium paid in all cases was assumed to be equal to the minimum
Premium requirement for the Death Benefit Guarantee. This Premium requirement
is $1,511 at issue, increases to $4,368 when the Specified Amount increases to
$250,000 and decreases to $558 when the Specified Amount decreases to $50,000.

MATURITY BENEFITS

     If the Policy is In Effect on the Maturity Date, the Company will pay the
Policy's Cash Value, less any outstanding Policy indebtedness, calculated at
the end of the Valuation Period following the Maturity Date. Benefits may be
paid in a lump-sum or under any optional settlement plan acceptable to the
Company.

CASH VALUE

     Each Policy will have a Cash Value which may change each Valuation Date.
Cash Values will be determined at the end of every Valuation Period. The Cash
Value of the Policy is equal to the sum of the Subaccount Cash Values and any
Cash Value held in the General Account to secure a Policy debt. The Cash Value
varies with the investment performance of the underlying Portfolios and with
the charges imposed in connection with the Policy. (See "Charges and
Deductions.")  THERE IS NO GUARANTEED MINIMUM CASH VALUE.

DETERMINATION OF ACCUMULATION UNIT

     The Cash Value for a Subaccount on any Valuation Date is determined by
multiplying the number of Accumulation Units attributable to that Subaccount by
the value of an Accumulation Unit for the Subaccount. The Subaccount Cash
Values will vary with the investment performance of the underlying Portfolios.

     For each Subaccount, Net Premiums result in Accumulation Units being
credited to the Policy Owner's account. Monthly Deductions and all other
charges and fees affecting the Subaccount will result in the cancellation of
Accumulation Units from the Subaccount. The number of Accumulation Units
credited to or cancelled from the Subaccount is determined by dividing the
dollar value of the transaction by the value of an Accumulation Unit for the
Subaccount. The Subaccount Cash Value is determined by multiplying the number
of Accumulation Units attributable to the Subaccount by the value of an
Accumulation Unit for the Subaccount.

     The Accumulation Unit value for each Subaccount was arbitrarily set
initially at $10. The Accumulation Unit value for any later Valuation Period is
determined by subtracting (2) from (1) and dividing the result by (3) where:

     (1)  is the net result of

          (a)  the assets of the Subaccount, i.e., the aggregate value of the
               underlying Eligible Mutual Fund or Portfolio shares held at the
               end of the Valuation Period; plus or minus

          (b)  the cumulative charge or credit for taxes reserved which is
               determined by the Company to have resulted from the investment
               operation of the Subaccount (the Company is not currently 
               making a charge for taxes);

     (2)  is the cumulative unpaid charge for the mortality and expense and
          death benefit guarantee risks; and

     (3)  is the number of Accumulation Units outstanding at the end of such
          Valuation Period.

     The Accumulation Unit value may increase or decrease from Valuation Period
to Valuation Period.

PARTIAL SURRENDER

     While the Policy is In Effect, the Policy Owner may request a partial
surrender of the Policy upon written request to the Company subject to the
following terms and the Surrender Requirements Provision. The Policy Owner may
specify from which Subaccount the Cash Value is to be withdrawn. Partial
Surrenders will result in the cancellation of Accumulation Units, and unless
directed otherwise by the Policy Owner, will be deducted from each applicable
Subaccount in the ratio that the Cash Value of each Subaccount bears to the sum
of the Subaccount Cash Values.

     There is a Partial Surrender Administrative Fee, which is the lesser of 2%
of the amount surrendered or $25. There may also be a Partial Surrender Charge
(which is a portion of the Full Surrender Charge) assessed as a result of the
partial surrender. (See "Charges and Deductions.")


                                      20


<PAGE>   24


     The Cash Value and death benefit will be reduced by the sum of any partial
surrenders, Partial Surrender Charges and Partial Surrender Administrative
Fees. If the Policy Owner has selected Death Benefit Option 1, the Specified
Amount will also be reduced by the sum of any partial surrenders, Partial
Surrender Charges, and Partial Surrender Administrative Fees.

   
     The Company reserves the right to limit the number of partial surrenders
made in a Policy Year. There is currently no limit.
    

     There may be tax consequences to a partial surrender to the extent that
the surrender amount exceeds the Premiums for the Policy. Policy Owners may
find it advantageous to obtain a Policy loan if the need for cash is temporary.
Policy Owners should consult their own tax adviser. (See "Policy Loans"
below.)

FULL SURRENDER

     While the Policy is In Effect, the Policy Owner may completely surrender
the Policy for its full Cash Surrender Value upon written request. A full
surrender will terminate the Policy.

     The full Cash Surrender Value is the Cash Value calculated at the end of
the Valuation Period next following the date on which the request for a
surrender is received, less any indebtedness against the Policy, and less the
applicable surrender charge. The applicable surrender charge is determined by
calculating the Full Surrender Charge as of the end of the Valuation Period
next following the date on which the request for a surrender is received. (For
a complete discussion of Surrender Charges, see "Charges and Deductions.")

SURRENDER REQUIREMENTS

     A request for a partial or full surrender of the Policy is subject to the
following: (1) it must be in writing; (2) it must be made during the Insured's
lifetime; (3) it must be made prior to the Maturity Date; and (4) it must be
made while the Policy is In Effect.

     Surrender proceeds will be paid within seven days of the effective date of
the surrender unless a Suspension of Payments is in effect. (See "Suspension
of Payments.")

POLICY LOANS

LOAN VALUE OF THE POLICY

     As long as the Policy is In Effect, the Policy Owner may borrow from the
Company at any time after the first Policy Anniversary using the Policy as the
only security for the loan. Requests for Policy loans must be in writing. The
maximum loan amount is 90% of the Cash Value minus the Full Surrender Charge at
the end of the Valuation Period during which the loan request is received. The
maximum amount that may be borrowed at any time is the maximum loan amount
reduced by any outstanding Policy indebtedness. Policy loans will normally be
paid within seven days after the Company receives a loan request. Payments may
be postponed under situations detailed under "Suspension of Payments."

     Generally, a Policy will not be a modified endowment contract. However, if
a Policy is a modified endowment contract, loan proceeds may be taxable. (See
"Tax Status - Tax Treatment of Loans and Surrenders.")

ALLOCATION OF LOANS

   
     At the end of the Valuation Period during which the loan becomes
effective, a portion of the Policy's Cash Value equal to the amount of the loan
will be transferred from the Subaccounts of the Variable Life Account to the
Company's General Account. The amount transferred to the General Account does
not participate in the investment experience of the Variable Life Account. Any
loan interest that is due and unpaid will also be transferred. Such transfers
result in the cancellation of Accumulation Units within the Subaccounts of the
Variable Life Account. Accumulation Units will be cancelled from each
applicable Subaccount in the ratio that the Cash Value of the Subaccounts bears
to the sum of the Subaccount Cash Values. The Policy Owner must specify in
writing in advance which units are to be cancelled if other than this method is
desired.
    

INTEREST CREDITED

     Cash Value in the General Account will accrue interest daily at an annual
rate of 6%. This interest will be credited at the end of each Policy Year and
transferred to the Subaccounts of the Variable Life Account in the same manner
that Premiums are being allocated to the Subaccounts.

INTEREST CHARGED

     The Company will charge an annual effective interest rate of 8% on all
Policy loans. Interest is due at the end of each Policy Year. Unpaid interest
will be added to the existing Policy indebtedness and will be charged interest
at the same rate.


                                      21


<PAGE>   25


LAPSE DUE TO LOAN

   
     Policy indebtedness equals the sum of all outstanding Policy loans and
accrued interest thereon. If the Policy indebtedness causes the Cash Surrender
Value to equal zero or become negative, and the Death Benefit Guarantee is not
in effect, the Company will notify the Policy Owner and any collateral assignee
of record. A payment at least equal to the excess of the Policy indebtedness
over the Cash Value less any remaining surrender charges must be made to the
Company within 61 days from the date notice is sent, or the Policy will lapse
and terminate without value. Policy indebtedness will affect the applicability
of the Death Benefit Guarantee. (See "Premiums -- Death Benefit Guarantee.")
    

LOAN REPAYMENT

   
     Policy indebtedness may be repaid in full or in part at any time while the
Policy is In Effect. Outstanding Policy indebtedness is subtracted from death
benefit payable on the Insured's death, from the Cash Value upon full cash
surrender, and from Cash Value payable at the Maturity Date. During the
Valuation Period during which a repayment is made, the Policy's Cash Value in
the General Account securing the repaid portion of the Policy loan will be
transferred to the Subaccounts of the Variable Life Account in the same manner
that Premiums are then being allocated to the Subaccounts. Payments received by
the Company will be treated as Premium payments and not as a repayment of an
outstanding loan unless directed to the contrary by the Policy Owner.
    

                            OTHER POLICY PROVISIONS
POLICY OWNER

     The Policy Owner is the Insured, unless otherwise specified in the
application. The Policy Owner may exercise all Policy rights and privileges
while the Insured is living without the consent of any revocable Beneficiary.

CONTINGENT POLICY OWNER

     The Policy Owner, if not the Insured, may name a Contingent Policy Owner.
If the Policy Owner dies before the Insured, the Contingent Policy Owner named
in the application will become the Policy Owner and will possess all rights of
a Policy Owner. If the Contingent Policy Owner is dead, or if no Contingent
Policy Owner has been named at the death of the Policy Owner, ownership passes
to the Policy Owner's estate.

CHANGE OF POLICY OWNER OR CONTINGENT POLICY OWNER

     The Policy Owner may change the Policy Owner or the Contingent Policy
Owner. The change requires satisfactory written notice to the Company. After
the Company records it, the change is effective on the date of the signed
notice. The Insured does not have to be living when the Company records a
change of Policy Owner for it to be effective. The Policy Owner does not have
to be living when the Company records a change of Contingent Policy Owner for
it to be effective. The Company will not be responsible for any payment made or
other action taken before any change is recorded.

ASSIGNMENT

     The Policy Owner may assign the Policy as collateral. The Company is not
responsible for the validity or effect of any collateral assignment. The
interest of any revocable Beneficiary will be subject to the terms of the
assignment. The Company will not be responsible for knowledge of any assignment
until the written notice has been recorded.

BENEFICIARY

     The Beneficiary is named in the application. If there is no Beneficiary at
the time of the Insured's death, the Company will pay the death benefit to the
Policy Owner or the Policy Owner's estate. If any Beneficiary dies at the same
time or within 10 days of the Insured, the death benefit will be paid as though
the Beneficiary died before the Insured.

CHANGE OF BENEFICIARY

     The Policy Owner may change the Beneficiary. The change requires
satisfactory written notice to the Company. Once the Company records the
change, it becomes effective from the date the written notice was signed. The
Insured does not have to be living at the time the Company records the change
for it to be effective. The Company will not be responsible for any payment
made or other action taken before the change has been recorded.

INCONTESTABILITY

     Except for failure to pay Premiums, the Company will not contest the
validity of the Policy after it has been In Effect during the Insured's
lifetime for two years from the Policy Date. This will not apply


                                      22


<PAGE>   26


to any riders attached to the Policy. Any increase in the Specified Amount
after the Policy Date will be incontestable only after such increase has been
In Effect during the Insured's lifetime for two years following the effective
date of such increase.

MISSTATEMENT OF AGE OR SEX

     If the Insured's age or sex has been misstated in an application, the
Policy proceeds will be adjusted by the difference between the Monthly
Deductions actually deducted and the Monthly Deductions which would have been
deducted at the correct age and sex. The adjustment will be accumulated based
on investment returns that were credited to the Cash Value.

NO DIVIDENDS

     The Policy is a nonparticipating Policy. It does not pay dividends and
will not share in the Company's profits or surplus.

OPTIONAL SETTLEMENT PLANS

   
     Any proceeds payable under this Policy will be paid in one lump sum unless
an Optional Settlement Plan is chosen. While the Insured is living, the Policy
Owner may request one of the plans. If no plan has been requested prior to the
Insured's death, the Beneficiary may request a plan. The request requires
satisfactory written notice to the Company. Upon the Company's acceptance, the
request is effective from the date the notice was signed. The Company will not
be responsible for any payment made or other action taken before the request
has been recorded by the Company.
    

     The Policy proceeds payable upon settlement of the Policy may be paid
under one of the following plans or any other plan acceptable to the Company.

   
     PLAN 1. PROCEEDS HELD AT INTEREST. The Company will hold the Policy
     proceeds and make payments at the times and in the amounts agreed upon, as
     long as the Policy remains In Effect. The Company will credit the Policy
     proceeds held with an annual effective interest rate of at least 4%. When
     the payee dies, any remaining Policy proceeds will be paid to his or her
     estate, unless otherwise specified. 
    

     PLAN 2. LIFETIME PAYMENTS WITH A GUARANTEE. The Company will make
     monthly payments for as long as the payee lives. A guaranteed number of
     payments may be chosen. If the payee dies before the guaranteed number of
     payments has been made, the Company will continue the payments until the
     guaranteed number of payments has been made.

                             SUSPENSION OF PAYMENTS

     The Company reserves the right to suspend or postpone any payment under
the Policy when:

     (1)  the New York Stock Exchange is closed on other than customary weekend
          and holiday closings;

     (2)  trading on the New York Stock Exchange is restricted;

     (3)  an emergency exists as a result of which disposal of securities held
          in the Variable Life Account is not reasonably practicable or it is 
          not reasonably practicable to determine the value of the Variable Life
          Account's net assets; or

     (4)  during any other period when the Securities and Exchange Commission,
          by order, so permits for the protection of security holders;

          provided that applicable rules and regulations of the Securities
          and Exchange Commission shall govern as to whether the conditions
          described in (2) and (3) exist.


                                   TAX STATUS

   
NOTE:  The following description is based upon the Company's understanding of
current federal income tax law applicable to life insurance in general. The
Company cannot predict the probability that any changes in these laws will be
made. Purchasers are cautioned to seek competent tax advice regarding the
possibility of any changes. Section 7702 of the Internal Revenue Code of 1986,
as amended (the "Code"), defines the term "life insurance contract" for the
purposes of the Code. The Company believes that the Policy qualifies as a
"life insurance contract" under Section 7702. However, the Company does not
guarantee the tax status of the Policy. Purchasers bear the complete risk that
the Policy may not be treated as "life insurance" under federal income tax
laws. Purchasers should consult their own tax adviser. It should be further
understood that the following discussion is not exhaustive and that special
rules not described in this Prospectus may be applicable in certain situations.
Moreover, no attempt has been made to consider any applicable state or other
tax laws.
    

                                      23


<PAGE>   27


INTRODUCTION

     The discussion contained herein is general in nature and is not intended
as tax advice. Each person concerned should consult a competent tax adviser. No
attempt is made to consider any applicable state or other tax laws. Moreover,
the discussion herein is based on the Company's understanding of current
federal income tax laws as they are currently interpreted. No representation is
made regarding the likelihood of continuation of those current federal income
tax laws or of the current interpretations by the Internal Revenue Service.

     The Company is taxed as a life insurance company under the Code. For
federal income tax purposes, the Variable Life Account is not a separate entity
from the Company and its operations form a part of the Company.

DIVERSIFICATION

   
     Section 817(h) of the Code imposes certain diversification standards on
the underlying assets of variable life insurance policies. The Code provides
that a variable life insurance policy will not be treated as life insurance for
any period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
Policy as a life insurance contract would result in imposition of federal
income tax to the Policy Owner with respect to earnings allocable to the Policy
prior to the receipt of payments under the Policy. The Code contains a safe
harbor provision which provides that life insurance policies such as the Policy
meet the diversification requirements if, as of the close of each quarter, the
underlying assets meet the diversification standards for a regulated investment
company and no more than 55% of the total assets consist of cash, cash items,
U.S. Government securities and securities of other regulated investment
companies. There is an exception for securities issued by the U.S. Treasury in
connection with variable life insurance policies.
    

   
     On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable life insurance policies such as the Policy. The
regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the regulations, an investment portfolio will be deemed
adequately diversified if (1) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment; (2) no more than 70% of
the value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of these regulations, all securities of the same
issuer are treated as a single investment.  The Code provides that for
purposes of determining whether or not the diversification standards imposed on
the underlying assets of variable contracts by Section 817(h) of the Code have
been met, "each United States government agency or instrumentality shall be
treated as a separate issuer."
    

   
     The Company intends that all Eligible Mutual Funds underlying the Policy
will be managed by the investment adviser(s) for the Eligible Mutual Funds so
as to comply with these diversification requirements.
    

     The Treasury Department has indicated that the diversification regulations
do not provide guidance regarding the circumstances in which Policy Owner
control of the investments of the Variable Life Account will cause the Policy
Owner to be treated as the owner of the assets of the Variable Life Account,
thereby resulting in the loss of favorable tax treatment for the Policy. At
this time it cannot be determined whether additional guidance will be provided
and what standards may be contained in such guidance.

     The amount of Policy Owner control which may be exercised under the Policy
is different in some respects from the situations addressed in published
rulings issued by the Internal Revenue Service in which it was held that a
policy owner was not the owner of the assets of a separate account. It is
unknown whether these differences, such as the Policy Owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the Policy Owner to be considered the owner of the
assets of the Variable Life Account.

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

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


                                      24


<PAGE>   28


TAX TREATMENT OF THE POLICY

     The Policy has been designed to comply with the definition of life
insurance contained in Section 7702 of the Code. Although some interim guidance
has been provided and proposed regulations have been issued, final regulations
have not been adopted. Section 7702 of the Code requires the use of reasonable
mortality and other expense charges. In establishing these charges, the Company
has relied on the interim guidance provided in IRS Notice 88-128 and proposed
regulations issued on July 5, 1991. Currently, there is even less guidance as
to a Policy issued on a substandard risk basis and thus it is even less clear
whether a Policy issued on such basis would meet the requirements of Section
7702 of the Code.

     While every attempt has been made by the Company to comply with Section
7702, the law in this area is very complex and unclear. There is a risk,
therefore, that the Internal Revenue Service will not concur with the Company's
interpretations of Section 7702 that were made in determining such compliance.
In the event the Policy is determined not to comply, it would not qualify for
the favorable tax treatment usually accorded life insurance policies. Policy
Owners should consult their tax advisers with respect to the tax consequences
of purchasing the Policy.

POLICY PROCEEDS

   
     The tax treatment accorded to loan proceeds and/or surrender payments from
the Policy will depend on whether the Policy is considered to be a modified
endowment contract. (See "Tax Treatment of Loans and Surrenders.") Otherwise
the Policy should receive the same federal income tax treatment as any other
type of life insurance. As such, the death benefit thereunder is excludable
from the gross income of the Beneficiary under Section 101(a) of the Code.
Also, the Owner is not deemed to be in constructive receipt of the Cash Value
or Cash Surrender Value, including increments thereon, under a Policy until
actual surrender thereof, or borrowing if a "modified endowment contract."
(See below.)
    

     Federal estate and state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or Beneficiary.

TAX TREATMENT OF LOANS AND SURRENDERS

     Section 7702A of the Code sets forth the rules for determining when a life
insurance policy will be deemed to be a modified endowment contract. A modified
endowment contract is a contract which is entered into or materially changed on
or after June 21, 1988, and fails to meet the 7-pay test. A Policy fails to
meet the 7-pay test when the cumulative amount paid under the Policy at any
time during the first 7 Policy Years exceeds the sum of the net level premiums
which would have been paid on or before such time if the Policy provided for
paid-up future benefits after the payment of 7 level annual premiums. A
material change would include any increase in the future benefits or addition
of qualified additional benefits provided under a Policy unless the increase is
attributable to (1) the payment of premiums necessary to fund the lowest death
benefit and qualified additional benefits payable in the first 7 Policy Years;
or (2) the crediting of interest or other earnings (including policyholder
dividends) with respect to such premiums.

     Furthermore, any policy received in exchange for a policy classified as a
modified endowment contract will be treated as a modified endowment contract
regardless of whether it meets the 7-pay test. The status of an exchange of a
contract issued before June 21, 1988, is unclear. However, the Internal Revenue
Service has taken the position in a Private Letter Ruling that a contract
received in an exchange on or after June 21, 1988, will be considered entered
into as of the date of the exchange and therefore subject to Section 7702A.

     Due to the flexible premium nature of the Policy, the determination of
whether it qualifies for treatment as a modified endowment contract depends on
the individual circumstances of each Policy.

     If a Policy is a modified endowment contract, partial or full surrenders
and/or loan proceeds are taxable to the extent of income in the Policy. Such
distributions are deemed to be on a last-in-first-out basis, which means the
taxable income is distributed first. Loan proceeds and/or surrender payments
may also be subject to an additional 10% federal income tax penalty applied to
the income portion of such distribution. The penalty shall not apply to any
distribution (1) made on or after the date on which the taxpayer reaches age
59 1/2; (2) which is attributable to the taxpayer becoming disabled (within the
meaning of Section 72(m)(7) of the Code); or (3) which is part of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the taxpayer or the joint lives (or joint
life expectancies) of such taxpayer and his or her beneficiary.

     If a Policy is not classified as a modified endowment contract, then any
surrenders will be treated first as a recovery of the investment in the Policy
which would not be received as taxable income. However,


                                     25


<PAGE>   29


if a distribution is the result of a reduction in benefits under the Policy
within the first 15 years after the Policy is issued in order to comply with
Section 7702, such distribution will under rules set forth in Section 7702, be
taxed as ordinary income to the extent of income in the Policy.

   
     Any loan from a Policy that is not classified as a modified endowment
contract will be treated as indebtedness of the Owner and not as a
distribution.
    

   
     Personal interest payable on a loan under a Policy owned by an individual
is generally not deductible. Furthermore, no deduction will be allowed for
interest on a loan under a Policy covering the life of any employee or officer
of the taxpayer or any person financially interested in the business carried on
by the taxpayer to the extent the indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on Policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
    

   
     Policy Owners should seek competent advice on the tax consequences of
taking loans, surrendering any Policy issued since June 21, 1988, or making any
material modifications to their Policy.
    

MULTIPLE POLICIES

     The 1988 Act further provides that multiple modified endowment contracts
that are issued within a calendar year period to the same Policy Owner by one
company or its affiliates are treated as one modified endowment contract for
purposes of determining the taxable portion of any loans or distributions. Such
treatment may result in adverse tax consequences including more rapid taxation
of the loans or distributed amounts from such combination of contracts. Policy
Owners should consult a tax adviser prior to purchasing more than one modified
endowment contract in any calendar year period.

TAX TREATMENT OF ASSIGNMENTS

   
     An assignment or pledge of a Policy may be a taxable event. Policy Owners
should consult a competent tax adviser before assigning or pledging their
Policy.
    

QUALIFIED PLANS

   
     The Policy may be used in conjunction with certain qualified retirement
plans. Because the rules governing such use are complex, a purchaser should
consult with a competent pension consultant.
    

                      VARIABLE LIFE ACCOUNT VOTING RIGHTS

   
     In accordance with its view of present applicable law, the Company will
vote the shares of the Eligible Mutual Funds held in the Variable Life Account
at special meetings of the shareholders of the Eligible Mutual Funds in
accordance with instructions received from persons having a voting interest in
the Variable Life Account. The Company will vote shares for which it has not
received instructions in the same proportion as it votes shares for which it
has received instructions. The Company will vote shares which it owns in the
same proportion as it votes shares for which it has received instructions.
    

     However, if the Investment Company Act of 1940 or any regulation
thereunder should be amended, or if the present interpretation thereof should
change, and as a result the Company determines that it is permitted to vote the
shares of the Eligible Mutual Funds in its own right, it may elect to do so.

     The voting interests of the Policy Owner (or the Beneficiary) in the
Eligible Mutual Funds will be determined as follows: Policy Owners may cast one
vote for each $100 of Cash Value of the Policy allocated to the Subaccount on
the record date for the shareholder meeting of the Fund. Fractional votes are
counted. If, however, a Policy Owner has taken a loan secured by the Policy,
amounts transferred from the Variable Life Account to the General Account in
connection with the loan will not be considered in determining the voting
interests of the Policy Owner.

     The number of shares which a person has a right to vote will be determined
as of the date to be chosen by the Company not more than 60 days prior to the
meeting of the Eligible Mutual Fund. Voting instructions will be solicited by
written communication at least 14 days prior to such meeting.

   
     Each person having a voting interest in the Variable Life Account will
receive periodic reports relating to the Eligible Mutual Fund in which he or
she has an interest, proxy material, and a form with which to give such voting
instructions with respect to the proportion of the shares held in the Variable
Life Account corresponding to his or her interest in the Variable Life Account.
    

   
     Shares of the Trust are issued and redeemed in connection with investments
in and payments under certain variable annuity contracts and variable life
insurance policies issued through separate accounts of life insurance companies
(the "Life Companies") which may or may not be affiliated. Shares of the
Balanced Portfolio of the Trust are also offered directly to qualified pension
and retirement plans ("Qualified Plans"). The shares of the Trust are 
purchased and redeemed at net asset value.
    


                                     26


<PAGE>   30


   
     The Trust does not foresee any disadvantage to Policy Owners arising out
of the fact that the Trust offers its shares for products offered by Life
Companies which are not affiliated or that it offers it shares to Qualified
Plans. Nevertheless, the Board of Trustees of the Trust and Manager's Trust
intends to monitor events in order to identify any material irreconcilable
conflict which may possibly arise and to determine what action, if any, should
be taken in response thereto. If such a conflict were to occur, one or more
insurance company separate accounts or Qualified Plans might withdraw their
investment in the Trust. This might force Manager's Trust to sell portfolio
securities at disadvantageous prices.
    

DISREGARD OF VOTING INSTRUCTIONS

     The Company may, when required to do so by state insurance authorities,
vote shares of the Eligible Mutual Fund without regard to instructions from
Policy Owners if such instructions would require such shares to be voted to
cause the Eligible Mutual Fund to make (or refrain from making) investments
which would result in changes in the sub-classification or investment
objectives of the Eligible Mutual Fund. The Company may also disapprove changes
in the investment policy initiated by the Policy Owners or directors or
trustees of the Eligible Mutual Fund, if such disapproval is reasonable and is
based on a good faith determination by the Company that the change would
violate state law or the change would not be consistent with the investment
objective of the Eligible Mutual Fund or which varies from the general quality
and nature of investments and investment techniques used by other Eligible
Mutual Funds with similar investment objectives underlying other separate
accounts of the Company or of an affiliated life insurance company. In the
event the Company does disregard voting instructions, a summary of that action
and the reasons for such action will be included in the next semi-annual report
to the Policy Owners.

                           MANAGEMENT OF THE COMPANY

DIRECTORS AND OFFICERS          

     The Directors and Officers of the Company and their principal
occupations are as follows:

   
<TABLE>
<CAPTION>
         NAME                                               PRINCIPAL OCCUPATION
- -----------------------          -------------------------------------------------------------------------------------
<S>                              <C>
Larry C. Ballard                 Chairman of the Board, Chief Executive Officer and a Director of the Company and
                                 SIAMCO.

Dale R. Schuh                    President, Chief Operating Officer and a Director of the Company. Mr. Schuh is
                                 Executive Vice President and Chief Operating Officer of SIAMCO.

Richard A. Huseby                Vice President of the Company. Mr. Huseby is Vice President of Life, Health, Annuity
                                 and Pension Operations of SIAMCO.

William M. O'Reilly              Secretary, General Counsel and a Director of the Company. Mr. O'Reilly is Vice
                                 President, General Counsel and Corporate Secretary of SIAMCO.

Wayne R. Ashenberg               Treasurer and a Director of the Company. Mr. Ashenberg is Senior Vice President,
                                 Chief Financial Officer and Treasurer of SIAMCO.

Steven R. Boehlke                A Director of the Company. Mr. Boehlke is Vice President of SIAMCO.
</TABLE>
    
                           DISTRIBUTION OF THE POLICY

   
     Sentry Equity Services, Inc. ("SESI"), a wholly-owned subsidiary of
SIAMCO, serves as principal underwriter of the Policy. The Policy is sold by
individuals who, in addition to being licensed as life insurance agents for the
Company, are also NASD registered representatives for SESI or broker-dealers
who have entered into written sales agreements with SESI.
    

   
     Agents are compensated for sales of the Policy on a commission and service
fee basis by SESI. The Company reimburses SESI for such compensation and for
other direct and indirect expenses actually incurred in connection with
marketing and selling the Policy. These expenses include field management
compensation, deferred compensation and insurance benefits of writing agents
and field management, advertising and promotion.
    

   
     Where the Insured is over age 25 the registered representatives will
generally receive a first year commission of no more than 55% of the first year
Premium. Where the Insured is less than age 25 the first year commission may be
higher but in any case will not exceed 80% of the first year Premium. Renewal
year commissions paid to registered representatives will not exceed 2.25% of
renewal Premium.
    


                                      27


<PAGE>   31


The registered representative may also receive a service fee which will not
exceed .30% of the Cash Value of the Policies attributable to the
representative. Representatives who meet certain production and persistency
requirements may be eligible for additional compensation.

     The Policy may also be sold through other broker-dealers authorized by
applicable law and SESI.


                                   CUSTODIAN

     The Custodian of the assets of the Variable Life Account is State Street
Bank and Trust Company, a state chartered trust company having its principal
office located at 225 Franklin Street, Boston, Massachusetts.


                      OTHER POLICIES ISSUED BY THE COMPANY

   
     The Company may, from time to time, offer other policies which may be
similar to the Policy offered herein.
    


                                STATE REGULATION

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


                               REPORTS TO OWNERS

     Policy Owners will receive a confirmation within seven days of the
transaction of the receipt of any premiums (except premiums received before the
Policy Issue Date); any change of allocation of premiums; any transfer between
Subaccounts; any loan, interest repayment, or loan repayment; any partial
surrenders; or any return of premium necessary to comply with applicable
maximum premium limitations. Upon request, a Policy Owner shall be entitled to
a receipt for any premium payment. The Policy Owner will also receive
confirmation within seven days of the transaction of (1) exercise of the
free-look privilege, (2) an exchange of the Policy, (3) full surrender of the
Policy, and (4) payment of the death benefit under the Policy.

     Within 30 days after each Policy Anniversary an annual statement will be
sent to the Policy Owner. The statement will show the current amount of death
benefits payable under the Policy, the current Cash Value, the current Cash
Surrender Value and current Policy indebtedness. The statement will also show
premiums paid and all charges deducted during the Policy Year and will show all
transactions previously confirmed. The Company will also send to Policy Owners
annual and semi-annual reports of the Variable Life Account.


                               LEGAL PROCEEDINGS

     There are no legal proceedings to which the Variable Life Account or the
Principal Underwriter is a party. The Company is engaged in various kinds of
routine litigation which, in the opinion of the Company, are not of material
importance in relation to the total capital and surplus of the Company.


                                    EXPERTS

   
     The statutory financial statements of the Company as of December 31, 1995
and 1994, and for the years then ended, and the financial statements of the
Variable Life Account as of December 31, 1995, and for each of the three years
in the period then ended, included in this Prospectus and the Registration
Statement have been audited by Coopers & Lybrand L.L.P., 203 North LaSalle
Street, Chicago, Illinois, independent accountants, whose reports thereon
appear herein and have been so included in reliance upon their authority as
experts in accounting and auditing.
    


                                      28


<PAGE>   32


                                 LEGAL OPINIONS

     Legal matters in connection with the Policy described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.


                              FINANCIAL STATEMENTS

     The financial statements of the Company included herein should be
considered only as bearing upon the ability of the Company to meet its
obligations under the Policy.

     The most current financial statements of the Company are those as of the
end of the most recent fiscal year. The Company does not prepare financial
statements more often than annually and believes that any incremental benefit
to prospective policyholders that may result from preparing and delivering more
current financial statements, though unaudited, does not justify the additional
cost that would be incurred. In addition, the Company represents that there
have been no adverse changes in the financial condition or operations of the
Company between the end of the most current fiscal year and the date of this
Prospectus.







                                       29

<PAGE>   33




                         SENTRY LIFE INSURANCE COMPANY

   
                         SENTRY VARIABLE LIFE ACCOUNT I
    

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

   
                    FOR THE YEARS ENDED 1995, 1994 AND 1993
    




                                       31

<PAGE>   34



[COOPERS & LYBRAND LETTERHEAD]

                       REPORT OF INDEPENDENT ACCOUNTANTS

THE BOARD OF DIRECTORS
SENTRY LIFE INSURANCE COMPANY
     AND
THE CONTRACT OWNERS OF
SENTRY VARIABLE LIFE ACCOUNT I:

We have audited the accompanying statement of assets, liabilities and contract
owners' equity of the Liquid Asset Portfolio, Growth Portfolio, Limited
Maturity Bond Portfolio and Balanced Portfolio of the Sentry Variable Life
Account I as of December 31, 1995, and the related statements of operations and
changes in contract owners' equity for each of the three years in the period
then ended. These financial statements are the responsibility of Sentry Life
Insurance Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Liquid Asset Portfolio,
Growth Portfolio, Limited Maturity Bond Portfolio and Balanced Portfolio of the
Sentry Variable Life  Account I as of December 31, 1995, and the results of
their operations and the changes in their contract owners' equity for each of
the three years in the period then ended in conformity with generally accepted
accounting principles.


Cooper & Lybrand L.L.P.


Chicago, Illinois
February 9, 1996

                                       32

<PAGE>   35


                         SENTRY LIFE INSURANCE COMPANY

                         SENTRY VARIABLE LIFE ACCOUNT I

                        STATEMENT OF ASSETS, LIABILITIES
                          AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1995

<TABLE>
<S>                                                      <C>
ASSETS:

Investments at market value:

  Neuberger & Berman Advisers Management Trust:

   Liquid Asset Portfolio, 221,017
    shares (cost $221,017)                               $  221,017

   Growth Portfolio, 99,586
    shares (cost $2,219,496)                              2,575,285

   Limited Maturity Bond Portfolio, 12,256
    shares (cost $173,089)                                  180,327

   Balanced Portfolio, 45,335
    shares (cost $690,232)                                  794,229
                                                         ----------

    Total investments                                     3,770,858

Dividends receivable                                            900
                                                         ----------

    Total assets                                          3,771,758

LIABILITIES:

Accrued expenses                                              1,617
                                                         ----------
CONTRACT OWNERS' EQUITY (NET ASSETS)                     $3,770,141
                                                         ==========
</TABLE>







   The accompanying notes are an integral part of these financial statements

                                       33

<PAGE>   36



SENTRY LIFE INSURANCE COMPANY
SENTRY VARIABLE LIFE ACCOUNT I

STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

   
<TABLE>
<CAPTION>
                                              SUB-ACCOUNTS INVESTING IN:
                                              --------------------------
                                                        LIQUID ASSET                            GROWTH
                                                         PORTFOLIO                             PORTFOLIO
                                              ----------------------------------  ----------------------------------
                                                 1995         1994          1993        1995        1994        1993
                                                 ----         ----          ----        ----        ----        ----
<S>                                           <C>       <C>           <C>         <C>         <C>         <C>
Income:
  Dividends                                   $  9,124      $  6,269    $  4,000  $    4,390  $    8,224  $   10,005
Expenses:
  Risk charges                                   1,940         1,979       1,800      23,650      17,946      15,480
                                              --------      --------    --------  ----------  ----------  ----------
Net investment income (loss)                     7,184         4,290       2,200     (19,260)     (9,722)     (5,475)
                                              --------      --------    --------  ----------  ----------  ----------
Realized net investment gain (loss)                 --            --          --      46,745     44,083       73,172
Unrealized appreciation (depreciation), net         --            --          --     473,452    (332,294)     (1,361)
Capital gain distributions received                 --           210         115      58,834     192,558      21,774
                                              --------      --------    --------  ----------  ----------  ----------
Realized and unrealized gain (loss)
  on investments and capital
  gain distributions, net                           --           210         115     579,031     (95,653)     93,585
                                              --------      --------    --------  ----------  ----------  ----------
Net increase (decrease) in contract owners'
  equity from operations                         7,184         4,500       2,315     559,771    (105,375)     88,110
                                              --------      --------    --------  ----------  ----------  ----------
Purchase payments                               90,888       195,485     245,524     478,225     461,504     386,443
Transfers between subaccounts, net             (54,134)     (155,730)   (202,250)     62,754     162,021      84,408
Withdrawals and surrenders                      (1,034)         (634)    (63,267)   (116,440)   (159,695)    (24,291)
Monthly deductions                             (12,109)      (13,666)    (12,891)   (183,791)   (158,175)   (130,795)
Policy loans                                       (31)         (239)     (2,541)    (37,216)    (55,443)    (65,095)
                                              --------      --------    --------  ----------  ----------  ----------
Net increase (decrease) in contract owners'
  equity derived from principal transactions    23,580        25,216     (35,425)    203,532     250,212     250,670
                                              --------      --------    --------  ----------  ----------  ----------
Total increase (decrease) in contract
  owners' equity                                30,764        29,716     (33,110)    763,303     144,837     338,780
Contract owners' equity at beginning of year   190,683       160,967     194,077   1,811,605   1,666,768   1,327,988
                                              --------      --------    --------  ----------  ----------  ----------
Contract owners' equity at end of year        $221,447      $190,683    $160,967  $2,574,908  $1,811,605  $1,666,768
                                              ========      ========    ========  ==========  ==========  ==========
</TABLE>
    




   The accompanying notes are an integral part of these financial statements

                                       34

<PAGE>   37
<TABLE>
<CAPTION>
            LIMITED MATURITY                            BALANCED
             BOND PORTFOLIO                             PORTFOLIO                           TOTAL
- ----------------------------------------------------------------------------------------------------------------
     1995             1994        1993        1995         1994        1993        1995        1994        1993
     ----             ----        ----        ----         ----        ----        ----        ----        -----
   <S>              <C>         <C>          <C>         <C>         <C>        <C>          <C>        <C>
   $ 9,541          $  7,291    $  6,571     $ 11,714    $  9,450    $  6,857   $  34,769    $ 31,234   $  27,433

     1,908             1,906       2,038        7,621       6,379       5,612      35,119      28,210      24,930
   -------          --------    --------     --------    --------    --------    --------    --------    --------
     7,633             5,385       4,533        4,093       3,071       1,245        (350)      3,024       2,503
   -------          --------    --------     --------    --------    --------    --------    --------    --------
     1,206              (227)      2,338       19,996      11,174      15,051      67,948      55,030      90,561
     8,032            (8,658)      2,380      114,203     (55,710)     11,383     595,686    (396,662)     12,402
        --             1,080         885        3,765      15,613       1,029      62,599     209,461      23,803
   -------          --------    --------     --------    --------    --------    --------    --------    --------


     9,238            (7,805)      5,603      137,964     (28,923)     27,463     726,233    (132,171)    126,766
   -------          --------    --------     --------    --------    --------    --------    --------    --------

    16,871            (2,420)     10,136      142,057     (25,852)     28,708     725,883    (129,147)    129,269
   -------          --------    --------     --------    --------    --------    --------    --------    --------
    27,036            23,864      20,066      161,567     111,653     128,170     757,716     792,506     780,203
    (3,276)            4,506       4,551       (5,344)    (10,797)    113,291          --          --          --
   (12,119)          (40,827)     (3,846)     (29,762)    (22,365)    (13,625)   (159,354)   (223,521)   (105,029)
   (13,030)          (13,342)    (13,504)     (81,053)    (67,614)    (64,263)   (289,984)   (252,797)   (221,453)
    (3,029)              (10)     (2,467)      (1,715)    (14,764)    (11,149)    (41,991)    (70,456)    (81,252)
   -------          --------    --------     --------    --------    --------    --------    --------    --------
    (4,418)          (25,809)      4,800       43,693      (3,887)    152,424     266,387     245,732     372,469
   -------          --------    --------     --------    --------    --------    --------    --------    --------
    12,453           (28,229)     14,936      185,750     (29,739)    181,132     992,270     116,585     501,738
   167,729           195,958     181,022      607,854     637,593     456,461   2,777,871   2,661,286   2,159,548
   -------          --------    --------     --------    --------    --------    --------    --------    --------
 $ 180,182         $ 167,729   $ 195,958    $ 793,604   $ 607,854   $ 637,593  $3,770,141  $2,777,871  $2,661,286
 =========         =========   =========    =========   =========   =========  ==========  ==========  ==========
</TABLE>




                                       35

<PAGE>   38



                         SENTRY LIFE INSURANCE COMPANY
   
                         SENTRY VARIABLE LIFE ACCOUNT I
    
                         NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 1995, 1994 AND 1993

   
1.   ORGANIZATION AND CONTRACTS
    

     The Sentry Variable Life Account I (the Variable Life Account) is a
     segregated investment account of the Sentry Life Insurance Company (the
     Company) and is registered with the Securities and Exchange Commission as a
     unit investment trust pursuant to the provisions of the Investment Company
     Act of 1940. The Variable Life Account was established by the Company on
     February 12, 1985 and commenced operations on January 13, 1987.
     Accordingly, it is an accounting entity wherein all segregated account
     transactions are reflected.

     The assets of the Variable Life Account are invested in one or more of
     the portfolios of Neuberger & Berman Advisers Management Trust (the Trust)
     at the portfolio's net asset value in accordance with the selection made by
     the contract owners.

     A copy of the Neuberger & Berman Advisers Management Trust Annual Report
     is included in the Variable Account's Annual Report.

   
2.   SIGNIFICANT ACCOUNTING POLICIES
    

     VALUATION OF INVESTMENTS

     Investments in the Trust are valued by using net asset values which are
     based on the daily closing prices of the underlying securities in the
     Trust's portfolios.

     SECURITIES TRANSACTIONS AND INVESTMENT INCOME

     Securities transactions are recorded on the trade date (the date the
     order to buy and sell is executed). Dividend income is recorded on the
     ex-dividend date. The cost of investments sold and the corresponding
     capital gains and losses are determined on a specific identification basis.

     FEDERAL INCOME TAXES

     The Company is taxed as a life insurance company under the provisions of
     the Internal Revenue Code. The operations of the Variable Life Account are
     part of the total operations of the Company and are not taxed as a separate
     entity.

     Under Federal income tax law, net investment income and net realized
     capital gains of the Variable Life Account which are applied to increase
     contract owners' equity are not taxed.

3.   EXPENSES

     A mortality and expense risk premium and a death benefit guarantee risk
     charge are deducted by the Company from the Variable Life Account on a
     daily basis which is equal, on an annual basis, to 1.05% (.90% mortality
     and expense risk and .15% death benefit guarantee risk charge) of the daily
     net asset value of the Variable Life Account. These charges compensate the
     Company for assuming these risks under the variable life contract. The
     liability for accrued mortality and expense risk premium and death benefit
     guarantee risk charge amounted to $1,617 at December 31, 1995.

     At the beginning of each policy month, the company makes a deduction,
     per contract holder, from the cash value of the policy by canceling
     accumulation units. This deduction consists of the cost of insurance for
     the policy and any additional benefits provided by rider, if any, for the
     policy month and a $5 monthly administrative fee. The administrative fee
     reimburses the Company for administrative expenses relating to the issuance
     and maintenance of the contract.


                                      36


<PAGE>   39


                         SENTRY LIFE INSURANCE COMPANY
   
                         SENTRY VARIABLE LIFE ACCOUNT I
    
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


     The Company deducts a front-end sales expense charge of 5.0% from each
     premium payment. A surrender charge may be deducted in the event of a
     surrender to reimburse the Company for expenses incurred in connection with
     issuing a policy. The full surrender charge will be reduced during the
     first nine contract years until it reaches zero in the tenth contract year.

     The Company deducts from each premium payment the amount of premium
     taxes levied by any state or government entity. Premium taxes up to 4% are
     imposed by certain states.


4.   INITIAL CAPITALIZATION

     Initial capital of $500 was provided by the Company for the
     establishment of the Variable Life Account. As an investor in the Variable
     Life Account, the Company shares pro rata in the investment performance of
     the Variable Life Account and is subject to the same valuation procedures
     as are other contract owners in the Variable Life Account. The Company's
     investment, at market value, was $724 at December 31, 1995.

5.   CONTRACT OWNERS' EQUITY

     Contract owners' equity is represented by accumulation units in the
     related Variable Life Account. 

     At December 31, 1995 ownership of the Variable Life Account was 
     represented by the following accumulation units and accumulation unit 
     values:

   
<TABLE>
<CAPTION>
                                       ACCUMULATION               ACCUMULATION
                                          UNITS                    UNIT VALUE                   VALUE
                                       ------------               ------------               -----------
<S>                                  <C>                        <C>                        <C>
     Liquid Asset Portfolio               15,235                  $14.54                     $  221,447
     Growth Portfolio                    122,318                   21.05                      2,574,908
     Limited Maturity Bond Portfolio      11,223                   16.05                        180,182
     Balanced Portfolio                   47,615                   16.67                        793,604
                                                                                             ----------
      Total contract owners' equity                                                          $3,770,141
                                                                                             ==========
</TABLE>
    

At December 31, 1994 ownership of the Variable Life Account was represented by
the following accumulation units and accumulation unit values:


   
<TABLE>
<CAPTION>
                                             ACCUMULATION               ACCUMULATION 
                                                UNITS                    UNIT VALUE                  VALUE 
                                             ------------               ------------               -----------
<S>                                    <C>                        <C>                        <C>
     Liquid Asset Portfolio                    13,639                    $13.98                    $  190,683 
     Growth Portfolio                         112,195                     16.15                     1,811,605 
     Limited Maturity Bond Portfolio           11,473                     14.62                       167,729 
     Balanced Portfolio                        44,673                     13.61                       607,854 
                                                                                                   ---------- 
      Total contract owners' equity                                                                $2,777,871 
                                                                                                   ==========

</TABLE>
    


At December 31, 1993 ownership of the Variable Life Account was
represented by the following accumulation units and accumulation unit values:


   
<TABLE>
<CAPTION>
                                     ACCUMULATION              ACCUMULATION
                                        UNITS                    UNIT VALUE                 VALUE
                                    ------------               ------------               -----------
<S>                                   <C>                        <C>                        <C>
     Liquid Asset Portfolio              11,788                  $13.65                     $  160,967
     Growth Portfolio                    97,052                   17.17                      1,666,768
     Limited Maturity Bond Portfolio     13,246                   14.79                        195,958
     Balanced Portfolio                  44,822                   14.23                        637,593
                                                                                            ----------
      Total contract owners' equity                                                         $2,661,286
                                                                                            ==========
</TABLE>
    


                                      37

<PAGE>   40


                         SENTRY LIFE INSURANCE COMPANY
   
                         SENTRY VARIABLE LIFE ACCOUNT I
    
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


   
6.   PURCHASES AND SALES OF SECURITIES
    

     In 1995, purchases and proceeds on sales of the Trust's shares
     aggregated  $1,062,251 and $733,637, respectively, and were as follows:

   
<TABLE>
                           LIQUID ASSET  GROWTH     LIMITED MATURITY  BALANCED
                           PORTFOLIO     PORTFOLIO  BOND PORTFOLIO    PORTFOLIO  TOTAL
                           ------------  ---------  ----------------  ---------  ----------
     <S>                   <C>           <C>        <C>               <C>        <C>
     Purchases             $141,210      $663,423   $ 48,185          $209,433   $1,062,251
     Proceeds on sales      110,647       420,666     45,063           157,261      733,637

</TABLE>
    

     In 1994, purchases and proceeds on sales of the Trust's shares aggregated
     $1,340,961 and $883,968, respectively, and were as follows: 

   
<TABLE>
<CAPTION>
                           LIQUID ASSET  GROWTH     LIMITED MATURITY  BALANCED                               
                           PORTFOLIO     PORTFOLIO  BOND PORTFOLIO    PORTFOLIO  TOTAL                       
                           ------------  ---------  ----------------  ---------  ----------                  
     <S>                   <C>           <C>        <C>               <C>        <C>                         
     Purchases             $256,685      $879,777    $ 44,442          $160,057   $1,340,961                   
     Proceeds on sales      227,423       446,780      63,883           145,882      883,968                   
                                                                                                              
</TABLE>
    

     In 1993, purchases and proceeds on sales of the Trust's shares aggregated
     $1,148,285 and $749,546, respectively, and were as follows:

   
<TABLE>
<CAPTION>
                           LIQUID ASSET  GROWTH     LIMITED MATURITY  BALANCED
                           PORTFOLIO     PORTFOLIO  BOND PORTFOLIO    PORTFOLIO  TOTAL
                           ------------  ---------  ----------------  ---------  ----------
     <S>                   <C>           <C>        <C>               <C>        <C>
     Purchases             $280,844      $549,530   $ 42,665          $275,246   $1,148,285
     Proceeds on sales      314,118       282,083     32,408           120,937      749,546
</TABLE>
    




                                       38

<PAGE>   41


                         SENTRY LIFE INSURANCE COMPANY

            REPORT ON AUDITS OF STATUTORY-BASIS FINANCIAL STATEMENTS

                           DECEMBER 31, 1995 AND 1994




























                                       39



<PAGE>   42



[COOPERS & LYBRAND LETTERHEAD]


                       REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors
Sentry Life Insurance Company

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

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

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

In our opinion, the statutory-basis financial statements referred to above
present fairly, in all material respects, the admitted assets, liabilities, and
capital stock and surplus of Sentry Life Insurance Company as of December 31,
1995 and 1994, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting practices prescribed or
permitted by the Insurance Department of the State of Wisconsin.

Our audit was conducted for the purpose of expressing an opinion on the
statutory financial statements taken as a whole. The Supplemental Schedule of
Assets and Liabilities is presented to comply with the NAIC's Annual Statement
Instructions and is not a required part of the basic statutory financial
statements. Such information has been subjected to the auditing procedures 
applied in the audit of the basic statutory financial statements and, in our 
opinion, is fairly stated in all material respects in relation to the basic 
statutory financial statements taken as a whole.

Coopers & Lybrand L.L.P.

Chicago, Illinois
February 16, 1996

                                       40

<PAGE>   43


                         SENTRY LIFE INSURANCE COMPANY

                         STATUTORY-BASIS BALANCE SHEETS

                           DECEMBER 31, 1995 AND 1994


   
<TABLE>
<CAPTION>
ASSETS                                                                1995            1994
- ------                                                           --------------  --------------
<S>                                                              <C>             <C>
Investments:
  Bonds .......................................................  $1,052,280,485  $  994,836,423
  Investments in subsidiaries .................................       9,802,566      12,480,135
  Mortgage loans ..............................................         266,690         356,804
  Policy loans ................................................      26,032,529      25,955,860
  Cash and short-term investments .............................      24,511,847      19,790,643
                                                                 --------------  --------------
        Total investments .....................................   1,112,894,117   1,053,419,865
Accrued investment income .....................................      17,081,696      16,617,943
Premiums deferred and uncollected .............................       4,314,558       4,052,318
Due from affiliates ...........................................       3,137,723         784,098
Other assets ..................................................       4,133,884       2,549,623
Assets held in separate accounts ..............................     353,150,081     297,679,331
                                                                 --------------  --------------
        Total assets ..........................................  $1,494,712,059  $1,375,103,178
                                                                 ==============  ==============
<CAPTION>

LIABILITIES                                                            1995            1994
- -----------                                                      --------------  --------------
<S>                                                              <C>             <C>
Future policy benefits:
  Life ........................................................  $  249,333,860  $  243,390,197
  Accident and health .........................................       5,440,914       6,538,298
  Annuity .....................................................     144,504,621     143,462,137
Policy and contract claims ....................................       3,950,311       4,856,792
Premium and other deposit funds ...............................     592,383,093     525,216,191
Other policyholder funds ......................................       9,770,566      10,434,913
Accounts payable and other liabilities ........................       3,157,210       4,572,053
Federal income taxes accrued ..................................      10,055,993       9,588,259
Asset valuation reserve .......................................      11,347,291      11,064,225
Interest maintenance reserve ..................................       8,755,251      10,523,368
Liabilities related to separate accounts ......................     353,150,081     297,679,331
                                                                 --------------  --------------
        Total liabilities .....................................  $1,391,849,191  $1,267,325,764
                                                                 ==============  ==============

CAPITAL STOCK AND SURPLUS
Capital stock, $10 par value; authorized 400,000 shares; issued
  and outstanding 316,178 shares in 1995 and 1994 .............       3,161,780       3,161,780
Paid-in surplus ...............................................      43,719,081      43,719,081
Earned surplus, unappropriated ................................      55,982,007      60,896,553
                                                                 --------------  --------------
        Total capital stock and surplus .......................     102,862,868     107,777,414
                                                                 --------------  --------------

        Total liabilities, capital stock and surplus ..........  $1,494,712,059  $1,375,103,178
                                                                 ==============  ==============
</TABLE>
    


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

                                       41

<PAGE>   44


                         SENTRY LIFE INSURANCE COMPANY

                    STATUTORY-BASIS STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994



   
<TABLE>
<CAPTION>
                                                                  1995            1994
                                                             --------------  --------------
<S>                                                          <C>             <C>
Premiums and other income:
  Premiums and annuity considerations .....................  $ 73,310,642    $ 74,979,487
  Other fund deposits .....................................    53,522,784      39,627,588
  Commissions and expense allowances on
    reinsurance ceded .....................................    27,816,523      24,334,219
  Net investment income ...................................    95,506,086      83,719,032
  Other income ............................................     7,337,287       7,441,791
                                                             ------------    ------------
       Total premiums and other income ....................   257,493,322     230,102,117
                                                             ------------    ------------
Benefits and expenses:
  Policyholder benefits and fund withdrawals ..............   139,196,562     141,216,295
  Increase in future life policy benefits
    and other reserves ....................................    74,468,971      45,952,969
  Commissions .............................................    15,210,518      12,497,493
  Other expenses ..........................................    34,133,546      33,576,466
  Transfers from separate accounts, net ...................   (37,938,202)    (24,934,339)
                                                             ------------    ------------
       Total benefits and expenses ........................   225,251,395     208,308,884
                                                             ------------    ------------
Income before federal income tax expense
  and net realized gains (losses) on investments ..........    32,241,927      21,793,233

       Federal income tax expense, less tax on net realized
        (losses) gains tax and transfers to the IMR .......     9,009,062       6,488,885
                                                             ------------    ------------
Income before net realized gains (losses) on investments ..    23,232,864      15,304,348

       Net realized gains (losses) on investments .........      (259,451)      6,430,844
                                                             ------------    ------------
Net income ................................................  $ 22,973,414    $ 21,735,192
                                                             ============    ============
</TABLE>
    



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

                                       42

<PAGE>   45


                         SENTRY LIFE INSURANCE COMPANY

       STATUTORY-BASIS STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994



   
<TABLE>
<CAPTION>
                                                        1995            1994
                                                   --------------  --------------
<S>                                                <C>             <C>
Capital stock, beginning and end of year ........  $  3,161,780    $  3,161,780
                                                   ------------    ------------
Paid-in surplus, beginning and end of year ......    43,719,081      43,719,081
                                                   ------------    ------------
Earned surplus,  unappropriated:
 Balance at beginning of year ...................    60,896,553      52,478,908
 Net income .....................................    22,973,414      21,735,192
 Change in non-admitted assets ..................        28,536          18,706
 Change in asset valuation reserve ..............      (283,066)       (425,824)
 Dividend to stockholder ........................   (25,000,000)     (8,000,000)
 Change in net unrealized gains on investments ..    (2,633,430)     (4,910,429)
                                                   ------------    ------------
 Balance at end of year .........................    55,982,007      60,896,553
                                                   ------------    ------------
      Total capital stock and surplus ...........  $102,862,868    $107,777,414
                                                   ============    ============
</TABLE>
    



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

                                       43

<PAGE>   46


                         SENTRY LIFE INSURANCE COMPANY

                    STATUTORY-BASIS STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994


   
<TABLE>
<CAPTION>
                                                              1995            1994
                                                         --------------  --------------
<S>                                                     <C>             <C>
Premiums and annuity considerations ...................  $ 73,042,879    $ 74,315,388
Other fund deposits ...................................    53,522,784      39,627,588
Other premiums, considerations and deposits ...........       417,089         204,773
Allowances and reserve adjustments received on
  reinsurance ceded ...................................    26,569,280      28,044,934
Investment income received (excluding realized gains
  and losses and net of investment expenses) ..........    91,417,021      79,022,876
Other income received .................................     6,920,198       7,237,018
Life and accident and health claims paid ..............   (22,360,188)    (21,794,823)
Surrender benefits ....................................   (72,363,693)    (76,370,684)
Other benefits to policyholders paid ..................   (45,839,143)    (42,260,670)
Commissions, other expenses, and taxes paid
  (excluding federal income taxes) ....................   (48,454,751)    (45,821,611)
Net transfers from separate accounts ..................    38,008,886      25,048,188
Dividends to policyholders paid .......................      (317,157)       (323,365)
Federal income taxes paid .............................    (6,917,151)     (5,609,555)
Net increase in policy loans ..........................       (76,668)       (866,376)
                                                         ------------    ------------
  Net cash from operations ............................    93,569,386      60,453,681
                                                         ------------    ------------
Proceeds from investments sold, matured, or repaid:
  Bonds ...............................................    95,892,606     153,338,441
  Stocks ..............................................       383,095      13,075,468
  Mortgage loans ......................................        90,113         149,858
  Real estate .........................................             0          44,000
  Tax on net capital gains ............................    (1,572,115)     (4,971,389)
                                                         ------------    ------------
       Total investment proceeds ......................    94,793,699     161,636,378
                                                         ------------    ------------
Other cash provided ...................................        54,568       1,881,903
                                                         ------------    ------------
       Total cash provided ............................   188,417,653     223,971,962
                                                         ------------    ------------
Cost of investments acquired:
  Bonds ...............................................   151,782,015     231,872,615
  Stocks ..............................................       392,158               -
                                                         ------------    ------------
       Total investments acquired .....................   152,174,173     231,872,615
Other cash applied:
  Dividend to stockholder .............................    25,000,000       8,000,000
  Other applications, net .............................     6,522,276       2,152,877
                                                         ------------    ------------
       Total cash applied .............................   183,696,449     242,025,492
                                                         ------------    ------------
       Net change in cash and short-term investments ..     4,721,204     (18,053,530)
Cash and short-term investments:
  Beginning of year ...................................    19,790,643      37,844,173
                                                         ------------    ------------
  End of year .........................................  $ 24,511,847    $ 19,790,643
                                                         ============    ============
</TABLE>
    


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



                                       44

<PAGE>   47


                         SENTRY LIFE INSURANCE COMPANY

                 NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

   
(1)  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT STATUTORY-BASIS
     ACCOUNTING POLICIES
    

   
     BASIS OF PRESENTATION
    

     Sentry Life Insurance Company (the Company) is a wholly-owned subsidiary
     of Sentry Insurance a Mutual Company (SIAMCO). The accompanying
     statutory-basis financial statements of the Company have been prepared in
     conformity with the accounting practices prescribed or permitted by the
     Insurance Department of the State of Wisconsin, which is a comprehensive
     basis of accounting other than generally accepted accounting principles
     (GAAP).

     The Company writes life and health insurance products in all states
     except New York primarily through direct writers to market the Company's
     individual life insurance, annuities and group health and pension products.
     The Company also uses direct mail and third party administrators for the
     marketing of its group life and health products.

     Prescribed statutory accounting principles include a variety of
     publications of the National Association of Insurance Commissioners (NAIC),
     as well as state laws, regulations, and general administrative rules.
     Permitted statutory accounting practices encompass all accounting practices
     not so prescribed. The Company does not employ any material permitted
     practices in the preparation of its statutory financial statements.

     The accompanying statutory-basis financial statements have been prepared
     in accordance with statutory accounting principles. The preparation of
     financial statements in conformity with statutory accounting principles
     requires management to make estimates and assumptions that affect the
     reported assets and liabilities at the date of the financial statements and
     the reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from these estimates.

     SIGNIFICANT STATUTORY ACCOUNTING POLICIES

     A.   INVESTMENT SECURITIES

          Investments are valued in accordance with the requirements of
          the National Association of Insurance Commissioners (NAIC). Bonds
          which qualify for amortization are stated at amortized cost; bonds not
          qualifying are carried at the lesser of amortized cost or NAIC market
          values. For purposes of determining fair market disclosure, the market
          value of  bonds in these statutory financial statements is primarily
          based on values supplied by independent pricing services. Under GAAP,
          bonds would be classified as either trading, available for sale,
          held-to-maturity. Bonds classified as trading or as available for sale
          would be carried at market with unrealized gains and losses, net of
          applicable taxes recognized as net income (trading securities) or as a
          direct surplus adjustment (available for sale). Common stocks of the
          Company's unconsolidated subsidiary is carried at its underlying
          statutory capital and surplus. The change in the subsidiary's
          underlying equity between years is reflected as a change in unrealized
          gains (losses). Under GAAP, this entity's balance sheet and results of
          operations would be consolidated with the Company. Mortgage loans on
          real estate are carried at their aggregate unpaid principal balances.
          Policy loans are carried at the aggregate of unpaid principal balances
          plus accrued interest and are not in excess of cash surrender values
          of the related policies.

          Short-term investments are carried at amortized cost, which
          approximates market value. Investment income is recorded when earned.
          Market value adjustments are reflected in earned surplus as unrealized
          gains (losses) on investments. Realized gains and losses are
          determined on the specific identification method and are recorded
          directly in the statements of operations, net of federal income taxes
          and after transfers to the Interest Maintenance Reserve, as prescribed
          by the NAIC.

          Income on mortgage-backed securities is recognized using a
          constant effective yield based on anticipated prepayments and the
          estimated economic life of the securities. When actual prepayments
          differ significantly from anticipated prepayments, the effective yield
          is recalculated to reflect actual payments to date and anticipated
          future payments. The net investment in the


                                       45


<PAGE>   48


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)


      securities is adjusted to the amount that would have existed had the new
      effective yield been applied since the acquisition of the securities. This
      adjustment is reflected in net investment income.

   
  B.  SEPARATE ACCOUNT BUSINESS AND LIABILITY FOR PREMIUM AND OTHER
      DEPOSIT FUNDS
    

      The Company issues group annuity contracts both to affiliated companies
      and others. The deposits received in connection with these contracts are
      placed in deposit administration funds and in separate accounts. The
      Company also issues variable annuity contracts and variable universal
      life contracts. Deposits for those contracts are also placed in separate
      accounts. A separate account is an accounting entity segregated as a
      discrete operation within an insurance company. The stockholder of the
      Company and its policyholders have no claim to assets held in the
      separate accounts except for the Company's seed money investments. The
      contract holders are the only persons having rights to any assets in the
      separate accounts or to income arising from these assets. All separate
      and variable accounts held by the Company are non-guaranteed and
      represent funds where the benefit is determined by the performance of the
      investments held in the separate account. Assets are carried at market
      value and reserves are calculated using the cash value of the contract.
      All reserves fall into the category allowing discretionary withdrawals at
      market value. For the variable annuity, if the contract has been in
      effect at least six years, there is no surrender charge. For the variable
      life, there is a surrender charge through the ninth year. The admitted
      asset value of separate accounts consists primarily of common stock.

   
   C. NON-ADMITTED ASSETS

    
      For statutory accounting purposes, certain assets designated as
      "non-admitted" (principally certain receivables) have been excluded
      from the statutory-basis balance sheets and charged to earned surplus.
      Under GAAP, such assets would be recognized at net realizable value.

      Non-admitted assets totaled $11,396 and $39,932 at December 31, 1995 and
      1994, respectively.

   
   D. POLICY BENEFITS
    

      Liabilities for traditional life and limited-payment life contracts are
      computed using methods, mortality and morbidity tables and interest rates
      which conform to the valuation laws of the State of Wisconsin. The
      liabilities are primarily calculated on a modified reserve basis. The
      effect of using a modified reserve basis partially offsets the effect of
      immediately expensing acquisition costs by providing a policy benefit
      reserve increase in the first policy year which is less than the reserve
      increase in renewal years.

      Future policy benefits for life policies and contracts were primarily
      determined using the Commissioner's reserve valuation method with
      interest rates ranging from 3% to 6%.

      Future policy benefits for annuity contracts, primarily for individual
      and group deferred annuities, were primarily determined using the
      Commissioner's annuity reserve valuation method with interest rates
      ranging from 3% to 11%. Future policy benefits for accident and health
      policies consist primarily of a rate credit reserve.

      Reserves for universal life-type and investment contracts are based on
      the contract account balance, if future benefit payments in excess of the
      account balance are not guaranteed, or on the present value of future
      benefit payments when such payments are guaranteed.

      GAAP reserves are based on mortality, lapse, withdrawal and interest rate
      assumptions that are based on Company experience.

   
  E.  INTEREST MAINTENANCE RESERVE (IMR)
    

      Realized capital gains and losses on fixed income investments
      attributable to interest rate changes are deferred in the IMR account.
      The IMR is recorded as a liability and amortized into investment income
      over the approximate remaining maturities of the bonds sold. This policy
      for recognition of such realized gains and losses is prescribed
      by the NAIC in order to alter the impact of such activity on the
      Company's surplus. For GAAP purposes, there is no such reserve.


                                       46


<PAGE>   49


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)



   
   F. ASSET VALUATION RESERVE (AVR)
    

      The AVR mitigates fluctuations in the values of invested assets including
      bonds, mortgage loans, real estate, and other invested assets. The AVR is
      recorded as a liability and changes are charged or credited directly to
      earned surplus. For GAAP purposes, a valuation allowance is established
      on an individual asset basis for those securities whose cost exceeds
      market value and is considered a decline other than temporary.

   
   G. REVENUE AND EXPENSE RECOGNITION
    

      Premiums for traditional life insurance policies and limited-payment
      contracts are taken into income over the premium paying periods of the
      policies. For investment contracts without mortality risk (such as
      deferred annuities and immediate annuities with benefits paid for a
      period certain) and contracts that permit the insured to make changes in
      the contract terms (such as universal life products), deposits are
      recorded as revenue when received. Under GAAP, deposits are recorded as
      increases to liabilities and revenue is recognized as mortality and other
      assessments are made to policyholders.

      As the Company has no direct employees and does not own equipment, it
      utilizes services provided by employees and equipment of SIAMCO and
      occupies space in SIAMCO's office building. Accordingly, the Company
      participates in an expense allocation system with certain affiliated
      companies. Expenses of the Company consist of direct charges incurred and
      an allocation of expenses (principally salaries, salary-related items,
      rent, and data processing services) between certain affiliated companies.
      The Company recognized expenses of $34,643,002 and $34,007,634 for 1995
      and 1994, respectively, under this allocation agreement.

   
 H.   ACQUISITION COSTS
    

      Costs directly related to the acquisition of insurance premiums, such as
      commissions and premium taxes, are charged to operations as incurred.
      Under GAAP, acquisition costs would be capitalized and amortized over the
      policy periods.

   
 I.   FEDERAL INCOME TAX
    

      The Company is included in the consolidated federal income tax return of
      SIAMCO. Income taxes payable or recoverable are determined on a separate
      return basis by the Company in accordance with a written tax allocation
      agreement. Deferred federal income taxes are not provided for temporary
      differences between tax and financial reporting as they would be under
      GAAP. Additionally, federal income taxes are not provided for unrealized
      appreciation or depreciation on investments.

   
 J.   PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS
    

      The Company participates with SIAMCO and certain other affiliated
      companies in a defined benefit pension plan which covers substantially
      all of their employees. Generally, the companies' funding and accounting
      policies are to make the maximum contribution required under applicable
      regulation and to charge such contributions to expense in the year they
      are deductible for tax purposes. GAAP periodic net pension expense is
      based on the cost of incremental benefits for employee service during the
      period, interest on the projected benefit obligation, actual return on
      plan assets and amortization of actuarial gains and losses.

      In addition to providing the pension benefits, the Company, with SIAMCO
      and its affiliated subsidiaries, provides certain health care, dental and
      life insurance benefits to retired employees and their dependents.
      Substantially all of the employees may become eligible for those benefits
      if they reach normal retirement age while working for the Companies. The
      expected costs of providing those benefits to employees and the
      employees' beneficiaries and covered dependents are accounted for on an
      accrual basis during the years that employees render service in
      accordance with NAIC policy. SIAMCO is amortizing its transition
      obligation, created upon the inital valuation of post retirement  
      benefits, over a period of twenty years and a portion of the annual 
      expense is allocated to the Company.

                                       47


<PAGE>   50


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)



   
(2)  INVESTMENTS
    

The book value and estimated market value of bonds are as follows:

   
<TABLE>
<CAPTION>
                                                                   GROSS              GROSS          ESTIMATED
                                           BOOK                  UNREALIZED         UNREALIZED        MARKET
AT DECEMBER 31, 1995                       VALUE                    GAINS              LOSSES          VALUE
                                           -----                 ----------         ----------       ---------
<S>                                     <C>                  <C>              <C>              <C>
US Treasury securities and                                     
 obligations of US Government                                   
 corporations and agencies             $   47,003,017         $    4,227,481   $      (369)  $   51,230,129
Obligations of states and                                      
 political subdivisions                       436,311                102,552             -          538,863
Corporate securities                      681,937,726             64,330,054    (2,076,597)     744,191,183
Mortgage-backed securities                322,903,431             28,207,436       (68,731)     351,042,136
                                       --------------         --------------   -----------   --------------
  Total                                $1,052,280,485         $   96,867,523   $(2,145,697)  $1,147,002,311
                                       ==============         ==============   ===========   ==============         
<CAPTION>                                                      

                                                                    GROSS              GROSS          ESTIMATED
                                           BOOK                   UNREALIZED         UNREALIZED       MARKET
AT DECEMBER 31, 1994                       VALUE                    GAINS              LOSSES         VALUE
                                           -----                 ----------         ----------       ---------
<S>                                     <C>                  <C>              <C>              <C>
US Treasury securities and                               
   obligations of US Government                          
   corporations and agencies             $287,561,584         $    1,975,746  $(16,396,669)    $273,140,661
Obligations of state and political                       
   subdivisions                               434,704                100,296              -         535,000
Bonds issued by foreign                                  
   governments                                 28,000                      -        (6,662)          21,338
Corporate securities                      648,947,035              6,334,786   (43,310,172)     611,971,649
Mortgage-backed securities                 57,865,100              3,239,787      (391,643)      60,713,244
                                       --------------         --------------   -----------   --------------
  Total                                  $994,836,423         $   11,650,615  $(60,105,146)    $946,381,892
                                       ==============         ==============   ===========   ==============         
</TABLE>                                                 
    

    Book value and estimated market value of bonds at December 31, 1995, by
    contractual maturity, are shown below. Actual maturities may differ
    from contractual maturities because certain issuers have the right to
    call or prepay obligations with or without call or prepayment
    penalties. Because most mortgage-backed securities provide for periodic
    payments throughout their lives, they are listed below in a separate
    category.

   
<TABLE>
<CAPTION>
                                                                   ESTIMATED
                                                     BOOK          MARKET
                                                     VALUE         VALUE
                                                     -----        -----------
<S>                                             <C>             <C>
      Due in one year or less                 $    3,143,843  $    3,168,990
      Due after one year through five years       56,295,732      60,229,804
      Due after five years through ten years     143,409,451     152,722,275
      Due after ten years                        526,528,028     579,839,106
                                              --------------  --------------
         Subtotal                                729,377,054     795,960,175
      Mortgage-backed securities                 322,903,431     351,042,136
                                              --------------  --------------
         Total                                $1,052,280,485  $1,147,002,311
                                              ==============  ==============
</TABLE>
    


                                       48

<PAGE>   51


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)




   The bond portfolio distribution by quality rating (primarily Moody's) at
   December 31, 1995 is summarized as follows:

   
<TABLE>
<S>                                        <C>

            Aaa                            36%
            Aa                              4%
            A                              36%
            Baa                            22%
            Ba & below and not rated        2%
                                          ----
                                          100%
</TABLE>                                  
    

   Generally, bonds with ratings Baa and above are considered to be investment
   grade.

   Proceeds from sales of bonds during 1995 and 1994, including maturities and
   calls, were $95,892,606 and $153,338,441, respectively. In 1995 and 1994,
   respectively, gross gains of $1,063,112 and $5,384,867, and gross losses of
   $1,915,551 and $3,413,602 were realized on these sales before transfer to
   the IMR liability.

   At December 31, 1995 and 1994, investments carried at $4,512,880 and
   $4,004,601, respectively, were on deposit with various governmental agencies
   as required by law.

   
(3) UNCONSOLIDATED SUBSIDIARIES
    

       The Company wholly owed Sentry Life Insurance Company of New York
       (SLONY) during 1995 and 1994. Sentry Investors Life Insurance
       Company (SILIC), which was wholly owned during 1994, was sold
       November 1, 1994 (Note 12). Condensed financial information
       regarding SLONY and SILIC is shown as follows:

   
<TABLE>
<CAPTION>
                                             SLONY              SILIC
                                      ------------------------  ---------
                                      1995         1994         1994
                                      -----------  -----------  ---------
       <S>                            <C>          <C>          <C>
       Investments                    $37,758,583  $40,421,036
       Total assets                    41,821,067   43,976,947
       Policy reserves and benefits    19,714,180   19,607,826
       Total liabilities               32,018,501   31,496,812
       Statutory capital and surplus    9,802,566   12,480,135
       Premium income                   9,462,202    8,118,040    193,156
       Net investment income            3,341,559    3,224,214    991,307
       Benefits and expenses           11,066,418    8,980,353  4,475,788
       Net income                       1,283,176    1,677,305    637,589
</TABLE>
    


(4)  NET INVESTMENT INCOME AND NET REALIZED AND UNREALIZED GAINS (LOSSES)

     Sources of net investment income for 1995 and 1994 are as follows:


   
<TABLE>
<CAPTION>
                                                                    1995         1994
                                                               -----------  -----------
   <S>                                                        <C>          <C>
     Dividends received from affiliates                         $4,000,000   $1,837,588
     Interest:
         Bonds                                                  87,815,295   78,371,213
         Short-term investments                                  1,190,421      912,312
         Other investments                                       1,743,892    1,706,969
         Amortization of IMR                                     1,218,220    1,342,494
                                                               -----------  -----------
             Total investment income                            95,967,828   84,170,576
     Investment expense                                            461,742      451,541
                                                               -----------  -----------
             Net investment income                             $95,506,086  $83,719,032
                                                               ===========  ===========
</TABLE>
    


                                       49

<PAGE>   52


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)



The components of net realized gains (losses) and changes in net
unrealized gains (losses) on investments which are reflected in the accompanying
statutory-basis financial statements are as follows:

   
<TABLE>
<CAPTION>
                                              REALIZED                        UNREALIZED            
                                     --------------------------      ---------------------------
                                         1995        1994                 1995          1994        
                                     -----------   ------------      -------------  ------------
<S>                                  <C>          <C>               <C>             <C>            
Bonds                                $ (852,439)   $ 1,971,264       $    44,139    $    (7,588)    
Stocks                                   (8,971)                                                
Less deferred realized gains            845,995     (1,971,264)                                  
Common stock of                                                                                 
 unconsolidated subsidiaries                         7,328,807        (2,677,569)    (4,902,841)                  
Real estate                                            (15,795)                                  
Less related federal income tax        (244,036)      (882,168)               --             --    
                                     -----------   ------------      ------------   ------------
                                     $ (259,451)   $ 6,430,844       $(2,633,430)   $(4,910,429)  
                                     ===========   ============      ============   ============
</TABLE>    
    

   
(5)  Income Taxes
    

Federal income tax expense in the statutory-basis statements of operations
differs from that computed based on the federal statutory corporate income tax
rate of 35%. The reasons for these differences are as follows:

   
<TABLE>
<CAPTION>
                                                               1995           1994
                                                           ------------   -------------
<S>                                                        <C>            <C>
   Federal income tax calculated at statutory rate
       before net realized gains (losses) on investments   $11,284,674    $  7,627,632
   Changes in liability for dividends                         (296,979)       (150,118)
   Accrual of bond discount                                   (398,747)       (272,882)
   Adjustment for tax deferred acquisition costs               $86,902         243,359
   Dividends received from subsidiaries                     (1,400,000)       (643,156)
   Other, net                                                 (266,788)       (315,950)
                                                           ------------   -------------
                                                           $ 9,009,062    $  6,488,885
                                                           ============   =============
</TABLE>
    


   Under pre-1984 life insurance company income tax laws, a portion of a life
   insurance company's "gain from operations" was not subject to current income
   taxation but was accumulated, for tax purposes, in a memorandum account
   designated as the "policyholders' surplus account." The amounts included in
   this account are includable in taxable income of later years at rates then
   in effect if the life insurance company elects to distribute tax basis
   policyholders' surplus to stockholders as dividends or takes certain other
   actions. Any distributions are first made from another tax memorandum
   account known as the "stockholders' surplus account." The accumulation in
   the tax policyholders' surplus and stockholders' surplus accounts of the
   Company were $5,605,000 and $58,005,000, respectively, at December 31, 1995.

   Federal income tax returns of SIAMCO have been examined through 1988. During
   1995, the Company and the Internal Revenue Service reached agreement on all
   issues relating to 1988 and prior years. Additionally, agreement was reached
   on certain issues relating to 1989 and 1990. The Company and the Internal
   Revenue Service are currently attempting to resolve all other remaining
   issues. In the opinion of management, the Company has adequately provided
   for the possible effect of future assessments related to prior years.

   
(6)  Disclosures About Fair Values of Financial Instruments
    

   Statement of Financial Accounting Standards No. 107 (SFAS 107),
   "Disclosures about Fair Values of Financial Instruments," requires
   disclosure of fair value information about financial instruments, whether or
   not recognized in the balance sheets, for which it is practicable to
   estimate those values. SFAS 107 defines fair value of a financial instrument
   as the amount at which that instrument could be exchanged in a current
   transaction between willing parties, other than in a forced or liquidated
   sale.

   The fair values presented on the next page represent management's best
   estimates and may not be substantiated by comparisons to independent markets
   and, in many cases, could not be realized in immediate settlement of the
   instruments. Certain financial instruments and all nonfinancial instruments
   are exempt from the disclosure requirements of SFAS 107. Financial
   instruments which are exempt include life policy benefits with mortality or
   morbidity risk. Therefore, the aggregate fair value amounts presented do not
   represent the underlying value of the Company.

                                       50

<PAGE>   53


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)



   For cash and short-term investments and accrued investment income, the
   carrying amount approximates fair value.

   The following methods and assumptions were used to estimate the fair value of
   each class of financial instruments for which it is practicable to estimate
   that value:

   
   Bonds
    

   Estimated fair value is generally based on quotes provided by
   independent pricing services. If a quoted market price is not available, fair
   value is estimated by management based on the quoted market price of
   comparable instruments.

   
   Policy Loans
    

   Policy loans have no stated maturity dates; therefore, no reasonable
   estimate of fair value can be made. Interest rates range from 5 to 8 percent.

   
   Separate Accounts
    

   The fair value of the assets held in separate accounts and offsetting
   liabilities are estimated based on the fair value of the underlying assets.

   
   Aggregate Reserves for Investment-Type Contracts
    

   The fair value of investment-type insurance contracts is estimated by
   reducing the policyholder liability for applicable surrender charges.

   
   Structured Settlements
    

   The fair value of the liability for structured settlements is estimated
   by discounting future cash flows using the current rates being offered for
   similar settlements.

   
   Liability for Premium and Other Deposit Funds
    
        
   The fair value for contracts with stated maturities is estimated by
   discounting future cash flows using current rates being offered for similar
   contracts. For those contracts with no stated maturity, the fair value is
   estimated by calculating the surrender value.

   The estimated fair values of the Company's financial instruments are as
   follows:

   
<TABLE>
<CAPTION>
                                                                                STATEMENT                             ESTIMATED
    AT DECEMBER 31, 1995                                                          VALUE                               FAIR VALUE
                                                                             --------------                         --------------
<S>                                                                          <C>                                    <C>
    Assets:                                                                  
       Bonds                                                                 $1,052,280,485                         $1,147,002,311
       Assets held in separate accounts                                         353,150,081                            353,150,081
    Liabilities:
       Aggregate reserves for
        investment-type contracts                                                91,340,270                             90,337,319
       Structured settlements                                                    46,564,331                             51,072,172
       Liability for premium and
        other deposit funds                                                     592,383,093                            591,225,611
Liabilities related to
        separate accounts                                                        353,150,081                            353,150,081

<CAPTION>
                                                                                STATEMENT                             ESTIMATED
    AT DECEMBER 31, 1994                                                          VALUE                               FAIR VALUE
                                                                             --------------                         --------------
<S>                                                                          <C>                                    <C>
    Assets:
       Bonds                                                                   $994,836,423                           $946,381,892
       Assets held in separate accounts                                         297,679,331                            297,679,331
    Liabilities:
       Aggregate reserves for
        investment-type contracts                                                94,223,013                             92,985,237
       Structured settlements                                                    44,521,474                             53,183,174
       Liability for premium and
        other deposit funds                                                     525,216,191                            512,422,720
       Liabilities related to separate accounts                                 297,679,331                            297,679,331
</TABLE>
    

                                       51

<PAGE>   54


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)


(7) PENSION AND 401K PLANS AND OTHER POSTRETIREMENT BENEFITS

    The Company participates with SIAMCO and certain other affiliated companies
    in a defined benefit pension plan which covers substantially all of their
    employees. The benefits are based on years of service, the average of the   
    three highest of the last fifteen years of an employee's compensation and
    primary social security benefits, as defined in the plan. The Company is
    not a separately assignable entity for purposes of allocation of
    accumulated plan benefits or assets. The Company was allocated pension
    expense by SIAMCO of approximately $1,256,000 and $637,000 in 1995 and
    1994, respectively.

    The Company participates with SIAMCO and its affiliated subsidiaries in a
    qualified 401k Plan. Employees who meet certain eligibility requirements
    may elect to participate in the Plan. Participants must contribute at least
    one percent but no more than 16 percent of base compensation. Highly
    compensated employees may contribute a maximum of 10 percent on a pre-tax
    basis. For non-highly compensated employees, the entire 16% may be
    deposited on a pre-tax basis. The Company matches up to 25% of employee
    contributions up to the first 6 percent of base salary deposited by an
    employee. The Company may make additional annual contributions to the Plan
    based on operating profit. The Company was allocated approximately $474,000
    and $461,000 by SIAMCO for 401k Plan benefits in 1995 and 1994,
    respectively.

    In addition to the above-mentioned benefits, the Company, with SIAMCO and
    its affiliated subsidiaries, provides certain health care, dental and life  
    insurance benefits to retired employees and their covered dependents. The
    retiree health care benefits allocated to the Company by SIAMCO were
    approximately $588,000 for 1995 and $776,000 for 1994.

(8) REINSURANCE

    The Company had entered into reinsurance contracts for participation in
    reinsurance pools and surplus protection for its wholly-owned subsidiaries.
    Assumed life in-force amounted to approximately 29% and 32% of total
    in-force (before ceded reinsurance) at December 31, 1995 and 1994,
    respectively. The Company has entered into reinsurance ceded contracts to
    limit the net loss potential arising from large risks. Generally, life
    benefits in excess of $250,000 and all group health liabilities, except for
    certain rate credit reserves, are ceded to reinsurers. The group health
    liabilities are ceded to SIAMCO. The Company cedes insurance to other
    insurers under various contracts which cover individual risks or entire
    classes of business. Although the ceding of insurance does not discharge
    the Company from its primary liability to policyholders in the event any
    reinsurer might be unable to meet the obligations assumed under the
    reinsurance agreements, it is the practice of insurers to reduce their
    balances for amounts ceded. The amounts included in the accompanying
    statutory-basis financial statements for reinsurance, exclusive of the
    assumptive reinsurance, were as follows: 

                                                        1995
                                                   (000'S OMITTED)
                                                   ---------------

<TABLE>
<CAPTION>

                                        AFFILIATED               UNAFFILIATED
                                        ----------               -------------
                                   ASSUMED      CEDED          ASSUMED     CEDED
                                   -------      -----          -------     -----
<S>                                <C>         <C>             <C>        <C>
   Premiums                         $ 289      $101,267        $7,289     $3,819
   Benefits                           585        89,339         7,236      2,058
   Commissions                          5        27,213            (6)       604
   Future Policy Benefits:         
      Life & Annuities                 37          -               29      1,130
      Accident & Health               -         226,669           386         79

 </TABLE>


                                       52

<PAGE>   55


                         SENTRY LIFE INSURANCE COMPANY

           NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)



<TABLE>
<CAPTION>
                                                    1994
                                               (000'S OMITTED)
                                               ---------------
                                      AFFILIATED            UNAFFILIATED
                                      ----------            ------------
                                ASSUMED         CEDED    ASSUMED      CEDED
                                -------         -----    -------      -----
       <S>                      <C>          <C>          <C>       <C>
       Premiums                    $280        $90,058    $7,506     $3,628
       Benefits                     561         69,714     7,440      2,656
       Commissions                   10         23,906         1        428
       Future Policy Benefits:             
           Life & Annuities          40              -        30      1,099
           Accident & Health          -        219,713       241         81
</TABLE>


(9)  Commitments and Contingencies

     In the normal course of business, there are various legal actions and
     proceedings pending against the Company. In the opinion of management and
     counsel, the ultimate resolution of these matters will not have a material
     adverse impact on the Company's statutory-basis financial statements.

     State guaranty funds can assess the Company for losses of insolvent or
     rehabilitated companies. Mandatory assessments may be partially recovered
     through a reduction in future premium taxes in some states. The Company
     believes that its accrual for these assessments is adequate.

(10) Other Related Party Transactions

     The Company is the direct writer of certain employee benefit plans for
     SIAMCO. Premiums included in the accompanying statutory-basis statements of
     operations (net of ceded premiums) are approximately $23,892,000 and
     $18,872,000 in 1995 and 1994, respectively. Because of the existence of
     experience return agreements, the effect of these plans on the Company's
     net income is not significant.

     The Company has provided coverage in the form of annuity contracts as
     structured settlements for SIAMCO workers' compensation claims. Reserves
     for future policy benefits at December 31, 1995 and 1994 included
     $46,564,331 and $44,521,474, respectively, relating to these contracts.

     Also, see Notes 5, 7, 8, and 12 for other related party transactions.

(11) Withdrawal Characteristics of Annuity Reserves and Deposit Liabilities

     Annuity reserves and deposits of approximately $1,022.2 million and $906.2
     million in 1995 and 1994, respectively, are subject to withdrawal at the
     discretion of the annuity contract holders. Approximately 93% and 92%,
     respectively, carry surrender charges.

(12) Sale of SILIC

     SILIC was sold November 1, 1994. In conjunction with the sale, the Company
     entered into an assumption reinsurance agreement effective October 31, 1994
     to assume liability for all of SILIC's policies. Reserves of $4.9 million
     were transferred to the Company as well as deferred and uncollected and
     policy loan assets, and all other insurance related balances. Cash and
     investments equal to the net liabilities assumed were transferred,
     therefore, the assumption reinsurance agreement had no impact on the
     Company's earned surplus.

     Immediately following this transfer, a distribution was made to the Company
     for excess assets not included in the purchase agreement. The distribution
     totaled $6,240,716, and was recorded as an income dividend of $637,588 and
     a return of capital of $5,603,128.

                                       53


<PAGE>   56



                         SENTRY LIFE INSURANCE COMPANY

                SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES

                      FOR THE YEAR ENDED DECEMBER 31, 1995

                      SCHEDULE 1 - SELECTED FINANCIAL DATA


The following is a summary of certain financial data included in other exhibits
and schedules subjected to audit procedures by independent auditors and
utilized by actuaries in the determination of reserves.



<TABLE>
<S>                                                                     <C>
Investment Income Earned:
  Government Bonds ...................................................  $      898,477
  Other bonds (unaffiliated) .........................................      86,916,818
  Common stocks of affiliates ........................................       4,000,000
  Mortgage loans .....................................................          34,857
  Premium notes, policy loans and liens ..............................       1,708,708
  Short-term investments .............................................       1,190,421
  Aggregate write-ins for investment income ..........................             327
                                                                        --------------
  Gross investment income ............................................  $   94,749,608
                                                                        ==============
Mortgage Loans - Book Value:
  Residential mortgages ..............................................  $      266,690
                                                                        ==============
Mortgage Loans By Standing - Book Value:
  Good standing ......................................................  $      266,690
                                                                        ==============
Bonds and Stocks of Parents, Subsidiaries and Affiliates - Book Value:
  Common stocks ......................................................  $    9,802,567
                                                                        ==============
Bonds and Short-Term Investments by Class and Maturity:

  Bonds by Maturity - Statement Value
   Due within one year or less .......................................  $   16,114,158
   Over 1 year through 5 years .......................................     123,082,938
   Over 5 years through 10 years .....................................     230,415,126
   Over 10 years through 20 years ....................................     310,935,495
   Over 20 years .....................................................     371,732,768
                                                                        --------------
   Total by Maturity .................................................  $1,052,280,485
                                                                        ==============
</TABLE>


                                       54

<PAGE>   57





<TABLE>
  <S>                                                           <C>
   Bonds by Class - Statement Value
    Class 1 ..................................................  $  776,648,620
    Class 2 ..................................................     261,013,319
    Class 3 ..................................................      11,121,211
    Class 4 ..................................................       1,998,964
    Class 5 ..................................................       1,498,371
    Class 6 ..................................................               0
                                                                --------------
    Total by Class ...........................................  $1,052,280,485
                                                                ==============

    Total Bonds Publicly Traded ..............................  $  927,542,629
                                                                ==============
    Total Bonds Privately Placed .............................  $  124,737,856
                                                                ==============

  Short-Term Investments - Book Value ........................  $   24,302,551
                                                                ==============
  Cash on Deposit ............................................  $      209,296
                                                                ==============

  Life Insurance In Force (000's omitted):
   Ordinary ..................................................  $    4,882,673
                                                                ==============
   Group Life ................................................  $    3,422,254
                                                                ==============

  Amount of Accidental Death Insurance In Force Under Ordinary
  Policies (000's omitted) ...................................  $      127,211
                                                                ==============

  Life Insurance Policies with Disability Provisions In Force:
   Ordinary ..................................................  $       23,788
                                                                ==============
   Group Life ................................................  $          164
                                                                ==============

  Supplementary Contracts In Force:
   Ordinary - Not Involving Life Contingencies
    Amount on Deposit ........................................  $      253,411
                                                                ==============
    Income Payable ...........................................  $      524,977
                                                                ==============

   Ordinary - Involving Life Contingencies
    Income Payable ...........................................  $      105,651
                                                                ==============
</TABLE>



                                       55

<PAGE>   58




<TABLE>
   <S>                                                          <C>
   Annuities:
     Ordinary
      Immediate - Amount of Income Payable ...................  $  1,435,140
                                                                ============
      Deferred - Fully paid account balance ..................  $ 26,272,599
                                                                ============
      Deferred - Not fully paid account balance ..............  $ 82,150,542
                                                                ============

     Group
      Amount of income payable ...............................  $  5,562,356
                                                                ============
      Fully paid account balance .............................  $ 13,366,184
                                                                ============
      Not fully paid account balance .........................  $902,829,917
                                                                ============
   Accident and Health Insurance - Premiums In Force:
     Ordinary ................................................  $    300,067
                                                                ============
     Group ...................................................  $102,084,084
                                                                ============

   Deposit Funds and Dividend Accumulations:
     Dividend Accumulations - Account Balance ................  $    325,204
                                                                ============

   Claim Payments 1995:
     Group Accident and Health Year  - Ended December 31, 199X
      1995 ...................................................  $          -
                                                                ============
      1994 ...................................................  $          -
                                                                ============
      1993 ...................................................  $          -
                                                                ============
      Other Accident & Health
      1995 ...................................................  $     35,217
                                                                ============
      1994 ...................................................  $     23,499
                                                                ============
      1993 ...................................................  $     83,983
                                                                ============
</TABLE>





                                       56

<PAGE>   59



                                   APPENDIX A

                           ILLUSTRATIONS OF BENEFITS

     Customized computer generated proposal illustrations tailored to the
unique insurance needs of an individual will play a major role in the sales
process. The tables in Appendix A illustrate the way in which a Policy
operates. They show how the death benefit, Cash Value, and Cash Surrender Value
for an Insured of a given age and annual Premium may vary over an extended
period of time. The tables are based on a standard male age 35 with a Specified
Amount of $100,000. The annual Premium illustrated is the minimum first year
Premium for the death benefit option indicated. The tables illustrate values
that would result assuming the Premiums are paid as indicated, no loans,
partial surrenders, or transfers are made, and the Owner has not requested any
changes in Specified Amount, or illustration of future Policy values. Under
these assumptions the Premium illustrated will meet the Premium requirement
under the death benefit guarantee provision for the Policy illustrated.

     The tables illustrate Policy values assuming current mortality charges are
deducted. These tables also illustrate Policy values assuming guaranteed
maximum mortality charges are deducted. Guaranteed maximum mortality charges
are based on the 1980 CSO-ALB mortality tables.

     Gross investment returns of 0%, 6%, and 12% are assumed to be level for
all years shown. The values would be different if rates of return averaged 0%,
6%, and 12% over the period of years but fluctuated above and below those
averages during individual years.

     The Cash Values, Cash Surrender Values and death benefits in the tables
take into account all charges and deductions against the Policy (see "Charges
and Deductions.")

   
     The amounts shown for the death benefits and Cash Surrender Values reflect
the fact that the net investment return of the Subaccounts is lower than the
gross investment return on the assets held in the Portfolios because of the
charges levied against the Subaccounts. The daily investment management and
administration fee is assumed to be equivalent to an annual rate of 0.66% of the
average daily net assets of Neuberger & Berman Advisers Management Trust. The
values also assume that Neuberger & Berman Advisers Management Trust will incur
other expenses annually which are assumed to be .28% of the average daily net
assets of the Trust. These assumptions are based on the fee schedule in effect
as of May 1, 1996. The Variable Life Account will be assessed for mortality and
expense risks at an annual rate of .90% of the net asset value of the Account.
The Variable Life Account will also be assessed for the death benefit guarantee
risk at an annual rate of .15% of the net asset value of the Account. After
taking these expenses and charges into consideration, the illustrated gross
annual investment rates of 0%, 6%, and 12% are equivalent to net rates of
(1.99%), 4.01%, and 10.01%.
    

     The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against the Variable Life Account, since the Company is
not currently making such charges. However, such charges may be made in the
future and, in that event, the gross annual investment rate of return would
have to exceed 0%, 6%, or 12% by an amount sufficient to cover the tax charges
in order to produce the values illustrated.


                                       57

<PAGE>   60
   
                      SENTRY LIFE INSURANCE COMPANY                     Table 1
    



SELF-DIRECTED LIFE             A Flexible Premium Variable Life Insurance Policy

Designed for:  MARK SENTRY                   Prepared By:     JOE AGENT
Issue Age:     35 MALE                       Initial Specified Amount:   100000.
   
Rating Class:  STD. NON SMOKER               Death Benefit Option 1
    
                                             Annual Premium:  1168.
                                             State:     WI                      
                                                                               
===============================================================================

      Summary of end of year values assuming a 12.00% gross rate of return

             This illustration is based on current mortality costs


   
<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           1168      1226         955              313         100000
 37      2           2336      2514        1998             1356         100000
 38      3           3504      3866        3136             2494         100000
 39      4           4672      5286        4378             3736         100000
 40      5           5840      6777        5733             5219         100000
 41      6           7008      8342        7211             6826         100000
 42      7           8176      9985        8825             8568         100000
 43      8           9344     11711       10587            10458         100000
 44      9          10512     13523       12512            12512         100000
 45     10          11680     15426       14617            14617         100000
 55     20          23360     40552       50391            50391         100000
 65     30          35040     81481      141947           141947         173175
 75     40          46720    148149      368949           368949         394775
 95     60          70080    433635     2268572          2268572        2291258
</TABLE>
    

===============================================================================


      Summary of end of year values assuming a 12.00% gross rate of return

            This illustration is based on guaranteed mortality costs

===============================================================================

   
<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           1168      1226         906              264         100000
 37      2           2336      2514        1890             1248         100000
 38      3           3504      3866        2958             2316         100000
 39      4           4672      5286        4116             3474         100000
 40      5           5840      6777        5372             4858         100000
 41      6           7008      8342        6732             6347         100000
 42      7           8176      9985        8208             7951         100000
 43      8           9344     11711        9809             9681         100000
 44      9          10512     13523       11548            11548         100000
 45     10          11680     15426       13437            13437         100000
 55     20          23360     40552       44939            44939         100000
 65     30          35040     81481      126053           126053         153784
 75     40          46720    148149      327053           327053         349946
 95     60          70080    433635     1984096          1984096        2003937
</TABLE>
    

===============================================================================


The hypothetical investment rates of return shown above are illustrative only
and should not be deemed a representation of past or future investment rates of
return. Actual investment returns may be more or less than those shown.

                                       58

<PAGE>   61
   
                      SENTRY LIFE INSURANCE COMPANY                     Table 2
    



SELF-DIRECTED LIFE             A Flexible Premium Variable Life Insurance Policy

Designed for:  MARK SENTRY                   Prepared By:     JOE AGENT
Issue Age:     35 MALE                       Initial Specified Amount:   100000.
   
Rating Class:  STD. NON SMOKER               Death Benefit Option 1
    
                                             Annual Premium:  1168.
                                             State:     WI                      
                                                                               

===============================================================================


      Summary of end of year values assuming a 6.00% gross rate of return

             This illustration is based on current mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           1168      1226         897              255         100000
 37      2           2336      2514        1823             1181         100000
 38      3           3504      3866        2776             2134         100000
 39      4           4672      5286        3757             3115         100000
 40      5           5840      6777        4766             4253         100000
 41      6           7008      8342        5803             5418         100000
 42      7           8176      9985        6868             6611         100000
 43      8           9344     11711        7961             7833         100000
 44      9          10512     13523        9084             9084         100000
 45     10          11680     15426       10236            10236         100000
 55     20          23360     40552       23164            23164         100000
 65     30          35040     81481       36909            36909         100000
 75     40          46720    148149       44474            44474         100000
 95     60          70080    433635           0                0         100000
</TABLE>


===============================================================================

      Summary of end of year values assuming a 6.00% gross rate of return

            This illustration is based on guaranteed mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36     01           1168      1226         850              208         100000
 37     02           2336      2514        1721             1079         100000
 38     03           3504      3866        2612             1970         100000
 39     04           4672      5286        3522             2880         100000
 40     05           5840      6777        4450             3937         100000
 41     06           7008      8342        5395             5009         100000
 42     07           8176      9985        6354             6097         100000
 43     08           9344     11711        7328             7199         100000
 44     09          10512     13523        8314             8314         100000
 45     10          11680     15426        9313             9313         100000
 55     20          23360     40552       19598            19598         100000
 65     30          35040     81481       26907            26907         100000
 75     40          46720    148149       15600            15600         100000
 95     60          70080    433635           0                0         100000
</TABLE>

===============================================================================


The hypothetical investment rates of return shown above are illustrative only
and should not be deemed a representation of past or future investment rates of
return. Actual investment returns may be more or less than those shown.

                                       59

<PAGE>   62
                      SENTRY LIFE INSURANCE COMPANY                     Table 3



SELF-DIRECTED LIFE             A Flexible Premium Variable Life Insurance Policy

Designed for:  MARK SENTRY                   Prepared By:     JOE AGENT
Issue Age:     35 MALE                       Initial Specified Amount:   100000.
   
Rating Class:  STD. NON SMOKER               Death Benefit Option 1
    
                                             Annual Premium:  1168.
                                             State:     WI                      
                                                                               

===============================================================================
      Summary of end of year values assuming a 0.00% gross rate of return

             This illustration is based on current mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36     01           1168      1226         840              198         100000
 37     02           2336      2514        1655             1013         100000
 38     03           3504      3866        2444             1802         100000
 39     04           4672      5286        3208             2566         100000
 40     05           5840      6777        3945             3432         100000
 41     06           7008      8342        4654             4269         100000
 42     07           8176      9985        5336             5079         100000
 43     08           9344     11711        5989             5860         100000
 44     09          10512     13523        6613             6613         100000
 45     10          11680     15426        7208             7208         100000
 55     20          23360     40552       11126            11126         100000
 65     30          35040     81481        8640             8640         100000
 75     40          46720    148149           0                0         100000
 95     60          70080    433635           0                0         100000
</TABLE>

===============================================================================


      Summary of end of year values assuming a 0.00% gross rate of return

            This illustration is based on guaranteed mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           1168      1226         794              152         100000
 37      2           2336      2514        1559              917         100000
 38      3           3504      3866        2294             1652         100000
 39      4           4672      5286        2998             2356         100000
 40      5           5840      6777        3669             3156         100000
 41      6           7008      8342        4305             3920         100000
 42      7           8176      9985        4906             4649         100000
 43      8           9344     11711        5469             5341         100000
 44      9          10512     13523        5994             5994         100000
 45     10          11680     15426        6479             6479         100000
 55     20          23360     40552        8671             8671         100000
 65     30          35040     81481        1969             1969         100000
 75     40          46720    148149           0                0         100000
 95     60          70080    433635           0                0         100000
</TABLE>

===============================================================================


The hypothetical investment rates of return shown above are illustrative only
and should not be deemed a representation of past or future investment rates of
return. Actual investment returns may be more or less than those shown.

                                       60

<PAGE>   63
                      SENTRY LIFE INSURANCE COMPANY                     Table 4



SELF-DIRECTED LIFE             A Flexible Premium Variable Life Insurance Policy

Designed for:  MARK SENTRY                   Prepared By:     JOE AGENT
Issue Age:     35 MALE                       Initial Specified Amount:   100000.
Rating Class:  STD. NON SMOKER               Death Benefit Option 2
                                             Annual Premium:  2281.
                                             State:     WI                      
                                                                               

===============================================================================

      Summary of end of year values assuming a 12.00% gross rate of return

             This illustration is based on current mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           2281      2395        2092             1446         102092
 37      2           4562      4910        4384             3738         104384
 38      3           6843      7550        6894             6248         106894
 39      4           9124     10323        9643             8997         109643
 40      5          11405     13234       12653            12137         112653
 41      6          13686     16291       15949            15561         115949
 42      7          15967     19501       19557            19299         119557
 43      8          18248     22871       23509            23380         123509
 44      9          20529     26409       27837            27837         127837
 45     10          22810     30125       32578            32578         132578
 55     20          45620     79195      113352           113352         213352
 65     30          68430    159124      312542           312542         412542
 75     40          91240    289321      802159           802159         902159
 95     60         136860    846851     4916108          4916108        5016108
</TABLE>

===============================================================================


      Summary of end of year values assuming a 12.00% gross rate of return

            This illustration is based on guaranteed mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           2281      2395        2043             1397         102043
 37      2           4562      4910        4274             3628         104274
 38      3           6843      7550        6712             6066         106712
 39      4           9124     10323        9373             8727         109373
 40      5          11405     13234       12277            11761         112277
 41      6          13686     16291       15447            15059         115447
 42      7          15967     19501       18905            18646         118905
 43      8          18248     22871       22679            22550         122679
 44      9          20529     26409       26797            26797         126797
 45     10          22810     30125       31292            31292         131292
 55     20          45620     79195      106505           106505         206505
 65     30          68430    159124      286744           286744         386744
 75     40          91240    289321      717289           717289         817289
 95     60         136860    846851     4177540          4177540        4277540
</TABLE>
===============================================================================



The hypothetical investment rates of return shown above are illustrative only
and should not be deemed a representation of past or future investment rates of
return. Actual investment returns may be more or less than those shown.


                                       61

<PAGE>   64
                      SENTRY LIFE INSURANCE COMPANY                     Table 5



SELF-DIRECTED LIFE             A Flexible Premium Variable Life Insurance Policy

Designed for:  MARK SENTRY                   Prepared By:     JOE AGENT
Issue Age:     35 MALE                       Initial Specified Amount:   100000.
Rating Class:  STD. NON SMOKER               Death Benefit Option 2
                                             Annual Premium:  2281.
                                             State:     WI                      
                                                                               

===============================================================================
      Summary of end of year values assuming a 6.00% gross rate of return

             This illustration is based on current mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           2281      2395        1972             1326         101972
 37      2           4562      4910        4014             3368         104014
 38      3           6843      7550        6127             5481         106127
 39      4           9124     10323        8313             7667         108313
 40      5          11405     13234       10572            10055         110572
 41      6          13686     16291       12907            12519         112907
 42      7          15967     19501       15319            15061         115319
 43      8          18248     22871       17810            17681         117810
 44      9          20529     26409       20383            20383         120383
 45     10          22810     30125       23039            23039         123039
 55     20          45620     79195       54260            54260         154260
 65     30          68430    159124       92442            92442         192442
 75     40          91240    289321      127573           127573         227573
 95     60         136860    846851         107              107         100107
</TABLE>


===============================================================================

      Summary of end of year values assuming a 6.00% gross rate of return

            This illustration is based on guaranteed mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           2281      2395        1924             1278         101924
 37      2           4562      4910        3911             3265         103911
 38      3           6843      7550        5959             5313         105959
 39      4           9124     10323        8071             7425         108071
 40      5          11405     13234       10244             9728         110244
 41      6          13686     16291       12480            12092         112480
 42      7          15967     19501       14778            14519         114778
 43      8          18248     22871       17138            17009         117138
 44      9          20529     26409       19561            19561         119561
 45     10          22810     30125       22046            22046         122046
 55     20          45620     79195       50123            50123         150123
 65     30          68430    159124       80195            80195         180195
 75     40          91240    289321       95564            95564         195564
 95     60         136860    846851           0                0         100000
</TABLE>

===============================================================================



The hypothetical investment rates of return shown above are illustrative only
and should not be deemed a representation of past or future investment rates of
return. Actual investment returns may be more or less than those shown.

                                       62

<PAGE>   65
                      SENTRY LIFE INSURANCE COMPANY                     Table 6



SELF-DIRECTED LIFE             A Flexible Premium Variable Life Insurance Policy

Designed for:  MARK SENTRY                   Prepared By:     JOE AGENT
Issue Age:     35 MALE                       Initial Specified Amount:   100000.
Rating Class:  STD. NON SMOKER               Death Benefit Option 2
                                             Annual Premium:  2281.
                                             State:     WI                      
                                                                               
===============================================================================

      Summary of end of year values assuming a 0.00% gross rate of return

             This illustration is based on current mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           2281      2395        1853             1207         101853
 37      2           4562      4910        3659             3013         103659
 38      3           6843      7550        5419             4773         105419
 39      4           9124     10323        7132             6486         107132
 40      5          11405     13234        8798             8282         108798
 41      6          13686     16291       10416            10029         110416
 42      7          15967     19501       11986            11728         111986
 43      8          18248     22871       13508            13379         113508
 44      9          20529     26409       14981            14981         114981
 45     10          22810     30125       16406            16406         116406
 55     20          45620     79195       27565            27565         127565
 65     30          68430    159124       30432            30432         130432
 75     40          91240    289321       16121            16121         116121
 95     60         136860    846851           0                0         100000
</TABLE>

===============================================================================


      Summary of end of year values assuming a 0.00% gross rate of return

            This illustration is based on guaranteed mortality costs


<TABLE>
<CAPTION>
                           Premiums
               Sum of       Accum.
 Age  Year  Premiums Paid    @ 5%    Cash Value  Surrender Value  Death Benefit
 <S>  <C>   <C>            <C>       <C>         <C>              <C>

 36      1           2281      2395        1806             1160         101806
 37      2           4562      4910        3562             2916         103562
 38      3           6843      7550        5265             4619         105265
 39      4           9124     10323        6919             6270         106919
 40      5          11405     13234        8513             7996         108513
 41      6          13686     16291       10053             9666         110053
 42      7          15967     19501       11536            11278         111536
 43      8          18248     22871       12961            12832         112961
 44      9          20529     26409       14327            14327         114327
 45     10          22810     30125       15631            15631         115631
 55     20          45620     79195       24882            24882         124882
 65     30          68430    159124       23537            23537         123537
 75     40          91240    289321           0                0         100000
 95     60         136860    846851           0                0         100000
</TABLE>

===============================================================================


The hypothetical investment rates of return shown above are illustrative only
and should not be deemed a representation of past or future investment rates of
return. Actual investment returns may be more or less than those shown.

                                       63


<PAGE>   66
                                REPRESENTATIONS

1.      Registrant represents that Section (b) (13) (iii) (F) of Rule 6e-3(T)
        is being relied on.

2.      Registrant represents that the level of the risk charge is reasonable
        in relation to the risks assumed by the life insurer under the 
        Policies.

3.      Registrant represents that it has analyzed the risk charge taking into
        consideration such facts as current charge levels, potential adverse   
        mortality, the manner in which charges are imposed, the markets in
        which the Policy will be offered, anticipated sales and lapse rates.

4.      Registrant represents that the Company has concludeds that there is a
        reasonable likelihood that the distribution financing arrangement of 
        the Variable Life Account will benefit the Variable Life Account 
        and policyholders and will keep and make available to the Commission,
        on request, a memorandum setting forth the basis for this 
        representation.

5.      Registrant represents that the Variable Life Account will invest only
        in management investment companies undertaking to have a Board, a 
        majority of whom are not interested persons of the Company, which 
        formulates and approves any plan under Rule 12b-1 to finance
        distribution expenses. 

<PAGE>   67
                                    PART II


                          UNDERTAKINGS TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission theretofore or hereafter duly adopted pursuant to authority
conferred in that section.

                                INDEMNIFICATION

The Bylaws of the Company and resolutions adopted by SIAMCO provide that any
person who at any time serves as a director or officer of the Company or any
majority-owned ultimate subsidiary of SIAMCO shall be indemnified or reimbursed
against and for any and all claims for which they become subject by reason of
such service.

   
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication 
of such issue.
    
<PAGE>   68
Part II
Other Information
Page 2

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.
   
   
The Prospectus consisting of 63 pages.
    

Representations.

The signatures.

The following exhibits:

        A.  Copies of all exhibits required by paragraph A of instructions
            for exhibits in Form N-8B-2.

                1.      Resolutions of the Board of Directors of Sentry Life
                        Insurance Company*

                2.      Custodian Agreement**

                3a.     Principal Underwriter's Agreement***

                3b.     Registered Representatives Agreement***

                3c.     General Agent Agreement***

                4.      Not Applicable

                5.      Flexible Premium Variable Life Insurance Policy***
                        Amendatory Riders for Various States

                6a.     Articles of Incorporation of the Company*
                
                6b.     Bylaws of the Company*

                7.      Not Applicable

                8.      Not Applicable

                9a.     Sales Agreement (Fund Participation Agreement)*****

   
                9b.     Assignment and Modification Agreement
    

                10.     Application Form******

                11.     Memorandum of Exchange Right***

   
                27.     Financial Data Schedule
    

        B.  Opinion and Consent of Counsel****

        C.  Consent of Independent Accountants attached hereto as Exhibit C

        D.  Consent of Actuary attached hereto as Exhibit D

*       Incorporated by reference to Registrant's Form N-8B-2
**      Incorporated by reference to Registrant's Pre-Effective Amendment No. 1
        to Form S-6
***     Incorporated by reference to Registrant's Pre-Effective Amendment No. 2
        to Form S-6
****    Incorporated by reference to Registrant's Post-Effective Amendment No. 2
        to Form S-6
*****   Incorporated by reference to Registrant's Post-Effective Amendment No. 7
        to Form S-6 filed on or about May 1, 1991.
******  Incorporated by reference to Registrant's Post-Effective Amendment No.
        10 to Form S-6 filed on or about April 28, 1994.
 
 

 
<PAGE>   69
                                   SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the Registrant,
SENTRY VARIABLE LIFE ACCOUNT I and SENTRY LIFE INSURANCE COMPANY have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Stevens Point, State of Wisconsin, on the 22 day
of April, 1996.  The Registrant certifies that it meets the requirements of
the Securities Act Rule 485(b) for effectiveness of this Registration Statement.

                                        Sentry Variable Life Account I
                                        ---------------------------------
                                                Registrant

                                        BY:  Sentry Life Insurance Company

                                        BY:  s/Dale R. Schuh
                                             -----------------------------
                                             Dale R. Schuh, President, Chief
                                             Operating Officer and Director

                                        Sentry Life Insurance Company
                                        -----------------------------------
                                               Depositor

                                        BY:  s/Dale R. Schuh
                                             ------------------------------
                                             Dale R. Schuh, President, Chief
                                             Operating Officer and Director
<PAGE>   70
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.



s/Larry C. Ballard              Chairman of the Board and       April 22, 1996.
- ------------------------        Chief Executive Officer         
Larry C. Ballard



s/Dale R. Schuh                 President, Chief Operating      April 22, 1996.
- ------------------------        Officer and Director
Dale R. Schuh



s/Steven R. Boehlke             Director                        April 22, 1996.
- ------------------------
Steven R. Boehlke


s/William M. O'Reilly           Secretary, General Counsel      April 22, 1996.
- ------------------------        and Director
William M. O'Reilly



s/Wayne R. Ashenberg            Treasurer and Director          April 22, 1996.
- -------------------------
Wayne R. Ashenberg



s/Richard A. Huseby             Vice President                  April 22, 1996.
- -------------------------
Richard A. Huseby
<PAGE>   71











                                  EXHIBITS TO

                        POST-EFFECTIVE AMENDMENT NO. 12

                                       TO

                                    FORM S-6

                                      FOR

                         SENTRY VARIABLE LIFE ACCOUNT I

<PAGE>   72
                               INDEX TO EXHIBITS


Exhibit A(1)            Resolutions of Board of Directors of the Company
                        Authorizing the Variable Life Account*

Exhibit A(2)            Custodian Agreement**

Exhibit A(3)(a)         Principal Underwriter's Agreement***
        A(3)(b)         Registered Representatives Agreement***
        A(3)(c)         General Agent Agreement***

Exhibit A(5)            Flexible Premium Variable Life Insurance Policy***

Exhibit A(6)(a)         Articles of Incorporation of Company*
        A(6)(b)         Bylaws of the Company*

   
Exhibit A(9a)           Sales Agreement (Fund Participation Agreement)*****
        A(9b)           Assignment and Modification Agreement
    

Exhibit A(10)(i)        Application Form******
        A(10)(ii)       Customer Account Information Form*****

Exhibit A(11)           Memorandum of Exchange Right***

   
Exhibit A(27)           Financial Data Schedule
    

Exhibit B               Opinion and Consent of Counsel****

Exhibit C               Consent of Independent Accountants

Exhibit D               Consent of Actuary



*       Incorporated by reference to Registrant's Form N-8B-2

**      Incorporated by reference to Registrant's Pre-Effective Amendment No. 1
        to Form S-6

***     Incorporated by reference to Registrant's Pre-Effective Amendment No. 2
        to Form S-6

****    Incorporated by reference to Registrant's Post-Effective Amendment No. 2
        to Form S-6

*****   Incorporated by reference to Registrant's Post-Effective Amendment No.
        7 to Form S-6 filed on or about May 1, 1991.

******  Incorporated by reference to Registrant's Post-Effective Amendment No.
        10 to Form S-6 filed on or about April 28, 1994.
  

<PAGE>   73










                                   EXHIBIT C

                      CONSENT OF INDEPENDENT ACCOUNTANTS
<PAGE>   74
                                                                    EXHIBIT C



                       CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Sentry Life Insurance Company

We consent to the inclusion in Post-Effective Amendment No. 12 to the
Registration Statement on Form S-6 of Sentry Variable Life Account I (File No.
2-98441) of our report dated February 9, 1996 on our audit of the financial
statements of Sentry Variable Life Account I and our report dated February 16,
1996, on our audits of the statutory financial statements of Sentry Life
Insurance Company. We also consent to the reference to our Firm under the
caption "Experts".

s/Coopers & Lybrand L.L.P.

Chicago, Illinois
April 29, 1996

<PAGE>   75






                                   EXHIBIT D

                               CONSENT OF ACTUARY
<PAGE>   76




                                        April 8, 1996



To the Board of Directors of
Sentry Life Insurance Company
1800 North Point Drive
Stevens Point, WI  54481



                               CONSENT OF ACTUARY



I hereby consent to the inclusion of the Illustration of Policy Values
contained in Appendix A in a registration statement, Form S-6, for the Variable
Life Insurance Policies.  The Illustrations have been prepared in accordance
with standard actuarial principles and reflect the operation of the Policy by
taking into account all charges under the Policy and in the underlying fund.



                                        s/David A. Derksen
                                        ---------------------------
                                        David A. Derksen, FSA, MAAA
                                        Associate Actuary


<PAGE>   1




                               EXHIBIT A(9)(b)

                     ASSIGNMENT AND MODIFICATION AGREEMENT
<PAGE>   2
                     ASSIGNMENT AND MODIFICATION AGREEMENT

        This Agreement is made by and between Neuberger & Berman Advisers
Management Trust ("Trust"), a Massachusetts business trust, Neuberger & Berman
Management Incorporated ("N&B Management"), a New York corporation, Neuberger &
Berman Advisers Management Trust ("Successor Trust"), a Delaware business
trust, Advisers Managers Trust ("Managers Trust") and Sentry Life Insurance
Company ("Life Company"), a life insurance company organized under the laws of
the State of Wisconsin.

        WHEREAS, the Life Company has previously entered into a Sales Agreement
dated September 28, 1990 (the "Sales Agreement") with the Trust regarding the
purchase of shares of the Trust by Life Company; and

        WHEREAS, as part of the reorganization into a "master-feeder" fund
structure (the "Reorganization"), the Trust will be converted into the
Successor Trust, a Delaware business trust; and

        WHEREAS, as part of the Reorganization, each Portfolio of the Trust will
transfer all of its assets to the corresponding Portfolio of the Successor
Trust ("Successor Portfolio") and each Successor Portfolio will invest all of 
its net investable assets in a corresponding series of Managers Trust; and

        WHEREAS, as part of the Reorganization, an Order under Section 6(c) of
the Investment Company Act of 1940 ("'40 Act") is expected to be issued by the
Securities and Exchange Commission ("SEC") granting exemptions from Sections
9(a), 13(a), 15(a) and 15(b) of the '40 Act and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder; and

        WHEREAS, the Order is expected to require that certain conditions (the
"Conditions") as set forth in the Notice (Investment Company Act Release No.
21003 (April 12, 1995)) be made a part of the Sales Agreement; and

        WHEREAS, the parties hereto desire to assign the Sales Agreement from
the Trust to the Successor Trust, to modify the Sales Agreement to include the
Conditions and to rename the Sales Agreement; and

        WHEREAS, N&B Management and Managers Trust will become parties to the
Sales Agreement as modified hereby, due to and for purposes of their obligations
under the Conditions.

        NOW THEREFORE, in consideration of their mutual promises, Trust, N&B
Management, Successor Trust, Managers Trust and Life Company agree as follows: 


                                      1
<PAGE>   3
        1. The Sales Agreement is hereby assigned by the Trust to the Successor
Trust.

        2. Pursuant to such assignment, the Successor Trust hereby accepts all
rights and benefits of the Trust under the Sales Agreement and agrees to
perform all duties and obligations of the Trust under the Sales Agreement. 
Upon the effectiveness of this Assignment and Modification Agreement, the Trust
will be released from all obligations and duties under the Sales Agreement.


        3. The Sales Agreement is hereby modified to include the Conditions as
follows:

        Sections 8 and 9 of the Sales Agreement are replaced by the following:

        8.   a) The Board of Trustees of each of the Successor Trust and
Managers Trust (the "Boards") will monitor the Successor Trust and Managers
Trust, respectively, (collectively the "Funds") for the existence of any
material irreconcilable conflict between the interests of the contract owners of
all insurance company separate accounts investing in the Funds.  A material
irreconcilable conflict may arise for a variety of reasons, including: (a) state
insurance regulatory authority action; (b) a change in applicable federal or
state insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of the Funds are
being managed; (e) a difference in voting instructions given by variable
annuity and variable life insurance contract owners or by contract owners of
different participating insurance companies; or (f) a decision by a
participating insurance company to disregard voting instructions of contract
owners.

             b) Life Company, will report any potential or existing conflicts 
to the Boards.  Life Company will be responsible for assisting the appropriate 
Board in carrying out its responsibilities under the Conditions set forth in the
notice issued by the SEC for the Funds on April 12, 1995 (the "Notice") by
providing the Board with all information reasonably necessary for it to
consider any issues raised.  This responsibility includes, but is not limited
to, an obligation by Life Company to inform the Board whenever variable
contract owner voting instructions are disregarded by Life Company.  These
responsibilities will be carried out with a view only to the interests of the
contract owners.

             c) If a majority of the Board of a Fund or a majority of its
disinterested trustees or directors, determines that a material irreconcilable
conflict exists, affecting the Life Company, Life Company, at its expense and
to the extent reasonably practicable (as determined by a majority of
disinterested trustees or directors), will take any steps necessary to remedy
or eliminate the irreconcilable material conflict, including: (a) withdrawing
the assets allocable to some or all of the separate accounts from the Funds or
any series thereof and  reinvesting those assets in a different investment
medium, which




                                      2
<PAGE>   4
may include another series of the Successor Trust or Managers Trust, or another
investment company or submitting the question as to whether such segregation
should be implemented to a vote of all affected variable contract owners and,
as appropriate, segregating the assets of any appropriate group (i.e., variable
annuity or variable life contract owners of one or more Participants) that
votes in favor of such segregation, or offering to the affected variable
contract owners the option of making such a change; and (b) establishing a new
registered management investment company or managed separate account.  If a
material irreconcilable conflict arises because of Life Company's decision to
disregard contract owner voting instructions, and that decision represents a
minority position or would preclude a majority vote, the Life Company may be
required, at the election of the relevant Fund, to withdraw its separate
account's investment in such Fund, and no charge or penalty will be imposed as
a result of such withdrawal.  The responsibility to take such remedial action
shall be carried out with a view only to the interests of the contract owners.

             For the purposes of this Section 8, a majority of the disinterested
members of the applicable Board shall determine whether or not any proposed
action adequately remedies any irreconcilable material conflict, but in no
event will the relevant Fund or N&B Management (or any other investment adviser
of the Funds) be required to establish a new funding medium for any variable
contract.  Further, Life Company shall not be required by this Section 8(c) 
to establish a new funding medium for any variable contract if any offer to
do so has been declined by a vote of a majority of contract owners materially
affected by the irreconcilable material conflict.

             d) Any Board's determination of the existence of an irreconcilable
material conflict and its implications shall be made known promptly and in
writing to the Life Company.

        9.   a) Life Company will provide pass-through voting privileges to all
contract owners so long as the SEC continues to interpret the '40 Act as
requiring pass-through voting privileges for variable contract owners.  This
condition will apply to UIT-separate accounts investing in the Successor Trust
and to managed separate accounts investing in Managers Trust to the extent a
vote is required with respect to matters relating to Managers Trust. 
Accordingly, the Life Company, where applicable, will vote shares of a Fund
held in their separate accounts in a manner consistent with voting instructions
timely received from variable contract owners.  Life Company will be
responsible for assuring that each of their separate accounts that participates
in the Funds calculates voting privileges in a manner consistent with other
Participants as defined in the Conditions set forth in this Notice.  The
obligation to calculate voting privileges in a manner consistent with all other
separate accounts investing in the Funds will be a contractual obligation of
all Participants under the agreements governing participation in the Funds. 
Each Participant will vote shares for which it has not received timely voting
instructions, as well as shares it owns,



                                      3
<PAGE>   5
in the same proportion as its votes those shares for which it has received 
voting instructions.

        b)  If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the '40
Act or the rules thereunder with respect to mixed and shared funding on terms
and conditions materially different from any exemptions granted in the order
requested, then the Successor Trust, Managers Trust and/or the Participants, as
appropriate, shall take such steps as may be necessary to comply with Rule 6e-2
and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such
Rules are applicable.

        c)  No less than annually, the Life Company shall submit to the Boards
such reports, materials or data as such Boards may reasonably request so that
the Boards may fully carry out the obligations imposed upon them by these
Conditions.  Such reports, materials, and data shall be submitted more
frequently if deemed appropriate by the applicable Boards.

    4.  The Sales Agreement shall be renamed Fund Participation Agreement.

    5.  This Assignment and Modification Agreement shall be effective on May 1,
1995, the closing date of the conversion.  In the event of a conflict between
the terms of this Assignment and Modification Agreement and the terms of the
Sales Agreement, the terms of this Assignment and Modification Agreement shall 
control.
 
    6.  All other terms and conditions of the Sales Agreement remain in full
force and effect.

    Executed this 1st day of May, 1995.

                                        Neuberger & Berman Advisers
                                          Management Trust
                                        (a Massachusetts business trust)

Attest:  Claudia A. Brandon             By:  Stanley Egener
         -----------------------             ----------------------
                                             Stanley Egener, Chairman


                                       4

                                    
<PAGE>   6
                                             Neuberger & Berman Advisers
                                             Management Trust
                                             (a Delaware business trust)


Attest:  Claudia A. Brandon                  By: Stanley Egener
       ------------------------                 -------------------------------
                                                 Stanley Egener, Chairman


                                             Advisers Managers Trust


Attest:  Claudia A. Brandon                  By:  Stanley Egener
       ------------------------                 -------------------------------


                                             Neuberger & Berman Management
                                              Incorporated


Attest:  Ellen Metzger                       By:   ?
       ------------------------                 -------------------------------


                                             Sentry Life Insurance Company


Attest:  Susan Brock                         By:  W. O'Reilly
       ------------------------                 -------------------------------
                                                  William M. O'Reilly
                                                  Secretary




                                      5

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        3,303,834
<INVESTMENTS-AT-VALUE>                       3,770,858
<RECEIVABLES>                                      900
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,771,758
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        1,617
<TOTAL-LIABILITIES>                              1,617
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          196,391
<SHARES-COMMON-PRIOR>                          181,980
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       467,024
<NET-ASSETS>                                 3,770,141
<DIVIDEND-INCOME>                               34,769
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  35,119
<NET-INVESTMENT-INCOME>                          (350)
<REALIZED-GAINS-CURRENT>                        67,948
<APPREC-INCREASE-CURRENT>                      595,686
<NET-CHANGE-FROM-OPS>                          725,883
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         52,918
<NUMBER-OF-SHARES-REDEEMED>                     38,507
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         922,270
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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