As filed with the Securities and Exchange Commission on October 9, 1998. File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 A. Exact name of trust: Separate Account Two B. Name of depositor: Alpine Life Insurance Company C. Complete address of depositor's principal executive offices: P.O. Box 2999 Hartford, CT 06104-2999 D. Name and complete address of agent for service: Marianne O'Doherty, Esq. Alpine Life Insurance Company P.O. Box 2999 Hartford, CT 06104-2999 E. Title and amount of securities being registered: Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant will register an indefinite amount of securities. F. Proposed maximum aggregate offering price to the public of the securities being registered: Not yet determined. G. Amount of filing fee: Not applicable. H. Approximate date of proposed public offering: As soon as practicable after the effective date of this registration statement. The registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. RECONCILIATION AND TIE BETWEEN FORM N-8B-2 AND PROSPECTUS ITEM NO. OF FORM N-8B-2 CAPTION IN PROSPECTUS - ----------- --------------------- 1. Cover page 2. Cover page 3. Not applicable 4. Alpine Life Insurance Company; How We Sell Our Policy 5. The Separate Account 6. The Separate Account 7. Not required by Form S-6 8. Not required by Form S-6 9. Legal Proceedings 10. Summary; The Funds; Application for a Policy; Policy Benefits and Rights; Other Matters - Voting Rights, Dividends 11. Summary; The Funds 12. Summary; The Funds 13. Deductions and Charges; How We Sell Our Policy; Federal Tax Considerations 14. Application 15. Allocation of Premiums 16. The Funds; Allocation of Premiums 17. Summary; Policy Benefits and Rights - Account Value and Amount Payable on Surrender of the Policy, Cancellation and Exchange Rights ITEM NO. OF FORM N-8B-2 CAPTION IN PROSPECTUS - ----------- --------------------- 18. The Funds; Deduction and Charges; Federal Tax Considerations 19. Other Matters - Statements 20. Not applicable 21. Policy Benefits and Rights - Policy Loans 22. Not applicable 23. Safekeeping of Separate Account Assets 24. Other Matters - Assignment 25. Alpine Life Insurance Company 26. Not applicable 27. Alpine Life Insurance Company 28. Alpine Life Insurance Company 29. Alpine Life Insurance Company 30. Not applicable 31. Not applicable 32. Not applicable 33. Not applicable 34. Not applicable 35. How We Sell Our Policy 36. Not required by Form S-6 37. Not applicable 38. How We Sell Our Policy ITEM NO. OF FORM N-8B-2 CAPTION IN PROSPECTUS - ----------- --------------------- 39. Alpine Life Insurance Company; How We Sell Our Policy 40. Not applicable 41. Alpine Life Insurance Company; How We Sell Our Policy 42. Not applicable 43. Not applicable 44. Allocation of Premiums 45. Not applicable 46. Policy Benefits and Rights - Account Value 47. The Funds 48. Cover Page; Alpine Life Insurance Company 49. Not applicable 50. The Separate Account 51. Summary; Alpine Life Insurance Company; Your Policy; Policy Benefits and Rights; Other Matters - Beneficiary 52. The Funds, Investment Adviser 53. Federal Tax Considerations 54. Not applicable 55. Not applicable 56. Not required by Form S-6 57. Not required by Form S-6 58. Not required by Form S-6 59. Not required by Form S-6 PART I 6 ALPINE LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO [PRODUCT NAME] P. O. BOX 2999 Modified Single Premium HARTFORD, CT 06104-2999 Variable Life Insurance Policies TELEPHONE (800) [ ] This Prospectus describes information you should know before you purchase the [Product Name] variable life insurance policy. Please read it carefully. The [PRODUCT NAME] variable life insurance policy is a contract between you and Alpine Life Insurance Company where you agree to make payments to us and we agree to pay a death benefit to your beneficiaries. The [PRODUCT NAME] is a modified single premium variable life insurance policy. It is: X Modified single premium, because you pay one large single payment, and under certain circumstances you may add payments. X Variable, because the value of your life insurance policy will fluctuate with the performance of the stock market. After purchase, you allocate your payments to "sub-accounts" or subdivisions of our separate account, an account that keeps your life insurance policy assets separate from our company assets. These sub-accounts then purchase shares of mutual funds set up exclusively for variable annuity or variable life insurance products. These funds are not the same mutual funds that you buy through your stockbroker or through a retail mutual fund, but they may have similar investment strategies and the same portfolio managers as retail mutual funds. This life insurance policy offers you funds with investment strategies ranging from conservative to aggressive and you may pick those funds that meet your investment style. The sub-accounts and the funds are listed below: - - Advisers Sub-Account which purchases shares of Class IA of Hartford Advisers HLS Fund, Inc. - - Bond Sub-Account which purchases shares of Class IA of Hartford Bond HLS Fund, Inc. - - Capital Appreciation Sub-Account which purchases shares of Class IA of Hartford Capital Appreciation HLS Fund, Inc. - - Dividend and Growth Sub-Account which purchase shares of Class IA of Hartford Dividend and Growth HLS Fund, Inc. - - Global Leaders Sub-Account which purchases shares of Class IA of Hartford Global Leaders HLS Fund, Inc. - - Growth and Income Sub-Account which purchases shares of Class IA of Hartford Growth and Income HLS Fund, Inc. - - High Yield Sub-Account which purchases shares of Class IA of Hartford High Yield HLS Fund, Inc. 7 - - Index Sub-Account which purchases shares of Class IA of Hartford Index HLS Fund, Inc. - - International Advisers Sub-Account which purchases shares of Class IA of Hartford International Advisers HLS Fund, Inc. - - International Opportunities Sub-Account which purchases shares of Class IA of Hartford International Opportunities HLS Fund, Inc. - - MidCap Sub-Account which purchases shares of Class IA of Hartford MidCap HLS Fund, Inc. - - Money Market Sub-Account which purchases shares of Class IA of Hartford Money Market HLS Fund, Inc. - - Mortgage Securities Sub-Account which purchases shares of Class IA of Hartford Mortgage Securities HLS Fund, Inc. - - Small Company Sub-Account which purchases shares of Class IA of Hartford Small Company HLS Fund, Inc. - - Stock Sub-Account which purchases of Class IA of Hartford Stock HLS Fund, Inc. If you decide to buy this life insurance policy, you should keep this prospectus for your records. Although we file the Prospectus with the Securities and Exchange Commission, the Commission doesn't approve or disapprove these securities or determine if the information is truthful or complete. Anyone who represents that the Securities and Exchange Commission does these things may be guilty of a criminal offense. This Prospectus can also be obtained from the Securities and Exchange Commissions' website (HTTP://WWW.SEC.GOV). This life insurance policy IS NOT: - - a bank deposit or obligation - - federally insured - - endorsed by any bank or governmental agency - - available for sale in all states Prospectus Dated: [ ], 1998 8 TABLE OF CONTENTS ----------------- PAGE ---- SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ABOUT US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Alpine Life Insurance Company. . . . . . . . . . . . . . . . . . . . . . 16 The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . 16 The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 YOUR POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Allocation of Premiums . . . . . . . . . . . . . . . . . . . . . . . . . 21 Accumulation Unit Values . . . . . . . . . . . . . . . . . . . . . . . . 22 DEDUCTIONS AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . 22 Chart of Deduction and Charges . . . . . . . . . . . . . . . . . . . . . 23 Cost of Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Administrative Charge. . . . . . . . . . . . . . . . . . . . . . . . . . 25 Annual Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . . . . 25 Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Your Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Option 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Option 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Other Deductions or Charges. . . . . . . . . . . . . . . . . . . . . . . 28 POLICY BENEFITS AND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . 28 Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Account Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Transfer of Account Value. . . . . . . . . . . . . . . . . . . . . . . . 29 Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Amount Payable on Surrender of the Policy. . . . . . . . . . . . . . . . 31 Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Benefits at Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Lapse and Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . 32 Cancellation and Exchange Rights . . . . . . . . . . . . . . . . . . . . 32 Suspension of Valuation, Payments and Transfers . . . . . . . . . . . . 33 LAST SURVIVOR POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . 33 OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Limit on Right to Contest. . . . . . . . . . . . . . . . . . . . . . . . 35 Misstatement as to Age and Sex . . . . . . . . . . . . . . . . . . . . . 35 Settlement Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 35 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 9 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . 38 HOW WE SELL OUR POLICY . . . . . . . . . . . . . . . . . . . . . . . . . 40 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS . . . . . . . . . . . . . . 41 FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 42 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Taxation of Alpine and the Separate Account. . . . . . . . . . . . . . . 42 Income Taxation of Policy Benefits . . . . . . . . . . . . . . . . . . . 42 Last Survivor Policies . . . . . . . . . . . . . . . . . . . . . . . . . 43 Modified Endowment Policies. . . . . . . . . . . . . . . . . . . . . . . 43 Estate and Generation Skipping Taxes . . . . . . . . . . . . . . . . . . 44 Diversification Requirements . . . . . . . . . . . . . . . . . . . . . . 44 Ownership of the Assets in the Separate Account. . . . . . . . . . . . . 45 Life Insurance Purchased for Use in Split Dollar Arrangements. . . . . . 46 Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . 46 Non-Individual Ownership of Policies . . . . . . . . . . . . . . . . . . 46 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Life Insurance Purchases by Nonresident Aliens and Foreign Corporations. 46 LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 YEAR 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 48 APPENDIX A -- SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK . . 49 APPENDIX B -- ILLUSTRATIONS OF BENEFITS. . . . . . . . . . . . . . . . . 52 10 SPECIAL TERMS ------------- As used in this Prospectus, the following terms have the indicated meanings: ACCOUNT VALUE: The current value of the Sub-Accounts plus the value of the Loan Account under the Policy. ACCUMULATION UNIT: A unit of measure we use to calculate the value of a Sub-Account. ANNUAL WITHDRAWAL AMOUNT: The amount that can be withdrawn in any Policy Year before we charge you a surrender charge. ANNUITY UNIT: A unit of measure we use to calculate the amount of annuity payments. ATTAINED AGE: The Issue Age plus the number of fully completed Policy Years. CASH SURRENDER VALUE: The Cash Value less all Indebtedness. CASH VALUE: The Account Value less any Surrender Charge and any Unamortized Tax charge due upon surrender. CODE: The Internal Revenue Code of 1986, as amended. COVERAGE AMOUNT: The Death Benefit less the Account Value. DEATH BENEFIT: The greater of (1) the Face Amount specified in the Policy or (2) the Account Value on the date of death multiplied by a stated percentage as specified in the Policy. DEATH PROCEEDS: The amount that Alpine will pay on the death of the Insured. This equals the Death Benefit less any Indebtedness. DEDUCTION AMOUNT: A deduction on the Policy Date and on each Monthly Activity Date for the cost of insurance, Tax Expense charges under Option 1, an administrative charge and a mortality and expense risk charge. FACE AMOUNT: On the Policy Date, the Face Amount is the amount shown on the Policy's Specifications page. Thereafter, the Face Amount is reduced in proportion to any partial surrenders. FUNDS: The registered investment management companies in which assets of the Separate Account may be invested. GUIDELINE SINGLE PREMIUM: The "Guideline Single Premium" as defined in Section 7702 of the Code. 11 HOME OFFICE: Currently located at 200 Hopmeadow Street, Simsbury, Connecticut; however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999. INDEBTEDNESS: All monies owed to Alpine by the Policy Owner, including all outstanding loans on the Policy, any interest due or accrued and any unpaid Deduction Amount or annual maintenance fee arising during a grace period. INSURED: The person on whose life the Policy is issued. ISSUE AGE: As of the Policy Date, the Insured's age on Insured's last birthday. LOAN ACCOUNT: An account in Alpine's General Account, established for any amounts transferred from the Sub-Accounts for requested loans. The Loan Account credits a fixed rate of interest that is not based on the investment experience of the Separate Account. MONTHLY ACTIVITY DATE: The day of each month on which any deductions or charges are subtracted from the Account Value of the Policy. Monthly Activity Dates occur on the same day of the month as the Policy Date. POLICY: The Policy is the individual Policy and any endorsements or riders. If you are enrolled under a group Policy, the Policy is a certificate. POLICY ANNIVERSARY: The anniversary of the Policy Date. POLICY DATE: The date from which Policy Anniversaries and Policy Years are measured. POLICY LOAN RATE: The interest rate charged on Policy loans. POLICY OWNER OR YOU: The owner of the Policy POLICY OWNER OPTIONS: You may elect one of two options offered by Alpine to pay Mortality and Expense Risk charges and certain tax related charges. You must elect the option at the time the Policy is issued and the option cannot be changed once the Policy is issued. The following options are available: OPTION 1: ASSET BASED CHARGES: Under this option you elect to pay a Mortality and Expense Risk charge that is deducted monthly from Account Value at an annual rate of .90% in Policy Years 1 through 10 and at an annual rate of .50% in Policy Years 11 and beyond; a Tax Expense charge that is also deducted monthly at an annual rate of .40% for the first 10 Policy Years and an Unamortized Tax charge that is imposed during the first 9 Policy Years on surrenders or partial surrenders according to the rate set forth in "Deductions and Charges- Policy Owner Options - Unamortized Tax Charge." See "Deductions and Charges - Policy Owner Options." 12 OPTION 2: FRONTED CHARGES: Under this option you elect to pay a Mortality and Expense Risk charge that is deducted monthly from Account Value at an annual rate of .65% in Policy Years 1 through 10 and an annual rate of .50% in Policy Years 11 and beyond and a Tax Expense charge that is deducted from any Premium payment in all Policy Years at an annual rate of 4.0%. This option is not available in all states. See "Deductions and Charges - Policy Owner Options." POLICY YEAR: The twelve months between Policy Anniversaries. ALPINE OR US: Alpine Life Insurance Company. SEPARATE ACCOUNT: For this life insurance policy, the separate acccount is Alpine Life Insurance Company Separate Account Two. SUB-ACCOUNT: The subdivisions of the Separate Account. SURRENDER CHARGE: A charge which may be assessed upon surrender of the Policy or partial surrenders in excess of the Annual Withdrawal Amount. VALUATION DAY: The date on which the Sub-Account is valued. The Valuation Day is every day the New York Stock Exchange is open for trading. The value of the Separate Account is determined at the close of the New York Stock Exchange (generally 4:00 p.m. Eastern Time) on such days. VALUATION PERIOD: The period between the close of business on successive Valuation Days. 13 SUMMARY ------- HOW DO I PURCHASE THE LIFE INSURANCE POLICY? You apply for life insurance by completing an application. If you are between the age of 35 and 80, you may be eligible for simplified underwriting without a medical examination. If you are accepted, you pay one large single premium. Under certain circumstances you may be able to add additional premiums. For a limited time, at least 10 days after you receive your life insurance policy, you may cancel it without paying a sales charge. A longer period is provided in certain cases. WHAT IS THE DEATH BENEFIT? You designate a beneficiary who will receive the death benefit if you die while the policy is in force. The policy pays a minimum death benefit, called the "face amount." The actual death benefit may be larger than the face amount if the underlying investments of the policy perform well. DOES THE POLICY HAVE CASH VALUES? Yes. The value of your life insurance policy will fluctuate with the performance of the underlying investments. You may transfer amounts among your investment options, subject to restrictions. WHAT TYPE OF SALES CHARGE WILL I PAY? You don't pay a sales charge when you purchase your policy. We may charge you deferred sales charge when you terminate or withdraw amounts invested in your policy. We assess a sales charge on amounts withdrawn that exceed 10% of the total amounts you have paid into your policy if these amounts have been in your policy for less than seven years. The sales charge is applied to amounts withdrawn that exceed 10% of the total amounts paid in and will depend on the length of time the payment you made has been in your policy. If the amount you paid has been in your policy: X For less than three years, the charge is 7.5%. X For more than three years and less than five years, the charge is 6%. X For more than five years and less than seven years, the charge is 4%. X For more than seven years and less than nine years, the charge is 2% You won't be charged a sales charge on: X Payments that have been in your policy for more than nine years. X distributions made due to death 14 X most payments we make to you as part of an annuity option See page 25 for a complete description of how sales charges are assessed. WHAT INSURANCE CHARGES ARE ASSESSED UNDER THE POLICY? We will deduct an amount from your policy each month to cover certain charges. These charges include a cost of insurance charge, a tax expense charge under Option 1, an administrative charge and a mortality and expense risk charge. If your policy is worth less than $50,000, or if you terminate your policy, we will deduct an annual maintenance fee of $30. You may choose to pay these charges under one of two options. Once chosen, you cannot change your option: UNDER OPTION 1: X We will deduct a mortality and expense risk charge each month at an annual rate of .90% during the first 10 years of your policy, and thereafter at an annual rate of .50%. X We will deduct a tax expense charge each month at an annual rate of .40% during the first 10 years of your policy. X We will deduct an unamortized tax charge during the first 9 years on withdrawals, according to a schedule of rates described in "Deductions and Charges- Policy Owner Options - Unamortized Tax Charge." UNDER OPTION 2: (May not be available in all states) X We will deduct a mortality and expense risk charge each month at an annual rate of .65% during the first 10 years of your policy, and thereafter at an annual rate of .50%. X We will deduct a tax expense charge from your premium at an annual rate of 4.0%. WHAT FEES DO I PAY TO THE UNDERLYING INVESTMENT PORTFOLIOS? ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets) - ----------------------------------------------------------------------------------------------- Other Expenses Management (absent any Fees (absent expense Total Fund any fee reimburse Operating waivers) -ments) Expenses (1) - ----------------------------------------------------------------------------------------------- Hartford Bond Fund 0.505% 0.017% 0.522% - ----------------------------------------------------------------------------------------------- Hartford Stock Fund 0.458% 0.013% 0.471% - ----------------------------------------------------------------------------------------------- 15 - ----------------------------------------------------------------------------------------------- Hartford Money Market Fund 0.450% 0.017% 0.467% - ----------------------------------------------------------------------------------------------- Hartford Advisers Fund 0.635% 0.014% 0.648% - ----------------------------------------------------------------------------------------------- Hartford Capital Appreciation Fund 0.641% 0.015% 0.656% - ----------------------------------------------------------------------------------------------- Hartford Mortgage Securities Fund 0.450% 0.030% 0.480% - ----------------------------------------------------------------------------------------------- Hartford Index Fund 0.400% 0.015% 0.415% - ----------------------------------------------------------------------------------------------- Hartford International Opportunities Fund 0.699% 0.081% 0.780% - ----------------------------------------------------------------------------------------------- Hartford Dividend & Growth Fund 0.662% 0.011% 0.673% - ----------------------------------------------------------------------------------------------- Hartford International Advisers Fund 0.775% 0.094% 0.869% - ----------------------------------------------------------------------------------------------- Hartford Small Company Fund 0.772% 0.017% 0.789% - ----------------------------------------------------------------------------------------------- Hartford MidCap Fund 0.775% 0.071% 0.846% - ----------------------------------------------------------------------------------------------- Hartford Global Leaders (2) 0.750% 0.200% 0.950% - ----------------------------------------------------------------------------------------------- Hartford Growth and Income Fund (2) 0.750% 0.150% 0.900% - ----------------------------------------------------------------------------------------------- Hartford High Yield Fund (2) 0.750% 0.150% 0.900% - ----------------------------------------------------------------------------------------------- (1) Management Fees generally represent the fees paid to the investment adviser or its affiliate for investment and administrative services provided. Other Expenses are expenses (other than Management Fees) which are deducted from the fund including legal, accounting and custodian fees. For a complete description of the nature of the services provided in consideration of the operating expenses deducted, please see the Fund prospectuses. (2) Hartford Global Leaders Fund, Hartford High Yield Fund, and Hartford Growth and Income Fund are new Funds. "Total Fund Operating Expenses" are based on annualized estimates of such expenses to be incurred in the current fiscal year. HL Investement Advisors, Inc. has agreed to waive its fees for these until the assets of the Funds (excluding assets contributed by companies affiliated with HL Investments Advisors, Inc.) reach $20 million. After this waiver, the Management Fee and Total Fund Operating Expenses would be: MANAGEMENT TOTAL FUND FEES OPERATING EXPENSES Hartford Growth and Income..................... 0.200% 0.350% Hartford Global Leaders Fund................... 0.200% 0.400% Hartford High Yield Fund....................... 0.200% 0.350% CAN I TAKE OUT ANY OF MY MONEY? X You may withdraw all or part of amounts available in your policy at any time. X Each year you may withdraw up to 10% of your payments without having to pay a sales 16 charge. You may have to pay tax on the money you take out and, if you take money out before you are 59 1/2 you may have to pay a tax penalty. You may choose to convert your withdrawal into one of our payment options, without a sales charge. MAY I TAKE A LOAN ON THE POLICY? Yes. The policy provides for two types of cash loans. The policy secures the loans. Loans may not exceed 90% of the policy's cash value. IS IT POSSIBLE FOR THE POLICY TO TERMINATE? Your policy could terminate if the value of the policy becomes too low to support the policy's monthly charges and fees. If this occurs, Alpine will notify you in writing. You will then have a 61-day grace period in order for you to pay additional amounts to prevent the policy from terminating. WHAT ABOUT TAXES? Under current tax law, your beneficiaries will receive the death benefit free of federal income tax. However, you will subject to income tax if you receive any loans, withdrawals or other amounts from the policy, and you may be subject to a 10% penalty tax. ABOUT US -------- ALPINE LIFE INSURANCE COMPANY ALPINE LIFE INSURANCE COMPANY ("Alpine") is a stock life insurance company engaged in the business of writing life insurance in all states of the United States and the District of Columbia. Alpine was originally incorporated under the laws of New Jersey on July 9, 1965. Alpine will be Redomesticated to the State of Connecticut. Its offices are located in Simsbury, Connecticut; however, its mailing address is P.O. Box 5085, Hartford, CT 06104-5085. Alpine is ultimately controlled by Hartford Financial Services Group, Inc., one of the largest financial service providers in the United States. THE SEPARATE ACCOUNT Separate Account Two ("Separate Account") is a separate account of Alpine established on September 1, 1998 pursuant to the insurance laws of the State of Connecticut and it is organized as 17 a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940. The Separate Account meets the definition of "separate account" under federal securities law. Under Connecticut law, the assets of the Separate Account are held exclusively for the benefit of Policy Owners and persons entitled to payments under the Policies. The assets of the Separate Account are not chargeable with liabilities arising out of any other business which Alpine may conduct. THE FUNDS The assets of each Sub-Account are invested exclusively in shares of Class IA of one of the Funds. You may allocate premiums among the Funds. You should review the following brief descriptions of the investment objectives of the Funds in connection with that allocation. You are also advised to read the Funds' prospectus accompanying this Prospectus for more detailed information. There is no assurance that any of the Funds will achieve its stated objectives. The Funds may not be available in all states. HARTFORD ADVISERS HLS FUND Seeks maximum long-term total rate of return by investing in common stocks and other equity securities, bonds and other debt securities, and money market instruments. HARTFORD BOND HLS FUND Seeks maximum current income consistent with preservation of capital by investing primarily in fixed-income securities. Up to 20% of the total assets of this Fund may be invested in debt securities rated in the highest category below investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard & Poor's) or, if unrated, are determined to be of comparable quality by the Fund's investment adviser. Securities rated below investment grade are commonly referred to as "high yield-high risk securities" or "junk bonds." For more information concerning the risks associated with investing in such securities, please refer to the section in the accompanying prospectus for the Funds entitled "Hartford Bond Fund - Investment Policies." HARTFORD CAPITAL APPRECIATION HLS FUND Seeks growth of capital by investing in equity securities selected solely on the basis of potential for capital appreciation. HARTFORD DIVIDEND AND GROWTH HLS FUND Seeks a high level of current income consistent with growth of capital and reasonable investment risk. 18 HARTFORD GLOBAL LEADERS HLS FUND Seeks growth of capital by investing primarily in equity securities issued by U.S. companies and non-U.S. companies. HARTFORD GROWTH AND INCOME HLS FUND Seeks growth of capital and current income by investing primarily in equity securities with earnings growth potential and steady or rising dividends. HARTFORD HIGH YIELD HLS FUND Seeks high current income by investing in non-investment grade fixed-income securities. Growth of capital is a secondary objective. HARTFORD INDEX HLS FUND Seeks to provide investment results which approximate the price and yield performance of publicly-traded common stocks in the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price Index.* HARTFORD INTERNATIONAL ADVISERS HLS FUND Seeks maximum long-term total return consistent with prudent investment risk by investing in a portfolio of equity, debt and money market securities. Securities in which the Fund invests primarily will be denominated in non-U.S. currencies and will be traded in non-U.S. markets. HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND Seeks growth of capital by investing primarily in equity securities issued by non-U.S. companies. HARTFORD MIDCAP HLS FUND Seeks to achieve long-term capital growth through capital appreciation by investing primarily in equity securities. HARTFORD MORTGAGE SECURITIES HLS FUND Seeks maximum current income consistent with safety of principal and maintenance of liquidity by investing primarily in mortgage-related securities, including securities issued by the Government National Mortgage Association. 19 HARTFORD SMALL COMPANY HLS FUND Seeks growth of capital by investing primarily in equity securities selected on the basis of potential for capital appreciation. HARTFORD STOCK HLS FUND Seeks long-term growth by investing primarily in equity securities. HARTFORD MONEY MARKET HLS FUND Seeks maximum current income consistent with liquidity and preservation of capital. *"Standard & Poor's-Registered Trademark-", "S&P-Registered Trademark-", "S&P 500-Registered Trademark-", "Standard & Poor's 500", and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Alpine. The Hartford Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the Hartford Index Fund. All of the Funds are organized as corporations under the laws of the State of Maryland and are registered as diversified open-end management companies under the Investment Company Act of 1940. Each Fund continually issues an unlimited number of full and fractional shares of beneficial interest in the Fund. Such shares are offered to separate accounts, including the Separate Account, established by Alpine or one of its affiliated companies specifically to fund the Policies and other policies or contracts issued by Alpine or its affiliates, as permitted by the Investment Company Act of 1940. It is conceivable that in the future it may be disadvantageous for variable life insurance separate accounts and variable annuity separate accounts to invest in the Funds simultaneously. Although neither Alpine nor the Funds currently foresee any such disadvantages either to variable life insurance Policy Owners or variable annuity contract owners, the Funds' Board of Directors intends to monitor events in order to identify any material conflicts between variable life Policy Owners and variable annuity contract owners and to determine what action, if any, should be taken in response thereto. If the Board of Directors were to conclude that separate funds should be established for variable life insurance and variable annuity separate accounts, Alpine will bear the attendant expenses. All investment income of, and other distributions to, each Sub-Account arising from the applicable Fund are reinvested in shares of that Fund at net asset value. The income and both realized gains or losses on the assets of each Sub-Account are therefore separate and are credited to or charged against the Sub-Account without regard to income, gains or losses from any other Sub-Account or from any other business of Alpine. Alpine will purchase shares in the Funds in connection with premiums allocated to the applicable Sub-Account in accordance with Policy Owners' directions and will redeem shares in the Funds to meet Policy obligations or make adjustments in reserves, if any. The Funds are required to redeem Fund shares at net asset value and to make payment within seven days. 20 Alpine reserves the right, subject to compliance with the law as then in effect, to make additions to, deletions from, or substitutions for the Separate Account and its Sub-Accounts which fund the Policies. No substitution of securities will take place without notice to and consent of Policy Owners and without prior approval of the Securities and Exchange Commission to the extent required by the Investment Company Act of 1940. Subject to Policy Owner approval, Alpine also reserves the right to end the registration under the Investment Company Act of 1940 of the Separate Account or any other separate accounts of which it is the depositor and which may fund the Policies. Each Fund is subject to investment restrictions which may not be changed without the approval of a majority of the shareholders of the Fund. See the Funds' prospectuses accompanying this Prospectus. INVESTMENT ADVISER All of the Funds are sponsored by Alpine and are incorporated under the laws of the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors") serves as the investment manager for each of the Funds. Wellington Management Company, L.L.P. ("Wellington Management") serves as sub-investment adviser for Hartford Advisers Fund, Hartford Capital Appreciation Fund, Hartford Dividend and Growth Fund, Hartford Global Leaders Fund, Hartford Growth and Income Fund, Hartford International Advisers Fund, Hartford International Opportunities Fund, Hartford Small Company Fund, Hartford Stock Fund and Hartford MidCap Fund. In addition, HL Advisors has entered an investment services agreement with Hartford Investment Management Company, Inc., ("HIMCO"), pursuant to which HIMCO will provide certain investment services to Hartford Bond Fund, Hartford High Yield Fund, Hartford Index Fund, Hartford Mortgage Securities Fund, and Hartford Money Market Fund. A full description of the Funds, their investment policies and restrictions, risks, charges and expenses and all other aspects of their operation is contained in the accompanying Funds' prospectuses which should be read in conjunction with this Prospectus before investing and in the Funds' Statement of Additional Information which may be ordered from Alpine. YOUR POLICY ----------- APPLICATION If you wish to purchase a Policy, you must submit an application to Alpine. A Policy will be issued only on the lives of Insureds age 90 and under who supply evidence of insurability satisfactory to Alpine. Acceptance is subject to Alpine's underwriting rules and Alpine reserves the right to reject an application for any reason. IF AN APPLICATION FOR A POLICY IS REJECTED, THEN 21 YOUR INITIAL PREMIUM WILL BE RETURNED ALONG WITH AN ADDITIONAL AMOUNT FOR INTEREST, BASED ON THE CURRENT RATE BEING CREDITED BY ALPINE. No change in the terms or conditions of a Policy will be made without your consent. The Policy will be effective on the Policy Date only after Alpine has received all outstanding delivery requirements and received the initial premium. The Policy Date is the date used to determine all future cyclical transactions on the Policy, E.G., Monthly Activity Date, Policy Months and Policy Years. The Policy Date may be prior to, or the same as, the date the Policy is issued ("Issue Date"). If the Coverage Amount is over then current limits established by Alpine, the initial payment will not be accepted with the application. In other cases where Alpine receives the initial payment with the application, Alpine will provide fixed conditional insurance during underwriting according to the terms of conditional receipt established by Alpine. The fixed conditional insurance will be the insurance applied for, up to a maximum that varies by age. If no fixed conditional insurance was in effect, on Policy delivery, Alpine will require a sufficient payment to place the insurance in force. PREMIUMS The Policy permits you to pay a large single premium and, subject to restrictions, additional premiums. You may choose a minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium (based on the Face Amount). Under current underwriting rules, which are subject to change, applicants between ages 35 and 80 may be eligible for simplified underwriting without a medical examination if they meet simplified underwriting standards as evidenced in their responses in the application. For applicants who are below age 35 or above age 80, or who do not meet simplified underwriting eligibility, full underwriting applies, except that substandard underwriting applies only in those cases that represent substandard risks according to customary underwriting guidelines. Additional premiums are allowed if they do not cause the Policy to fail to meet the definition of a life insurance Policy under Section 7702 of the Code. The amount and frequency of additional premium payments will affect the Cash Value and the amount and duration of insurance. Alpine may require evidence of insurability for any additional premiums which increase the Coverage Amount. Generally, the minimum initial premium Alpine will accept is $10,000. Alpine may accept less than $10,000 under certain circumstances. Premium which does not meet the tax qualification guidelines for life insurance under the Code will not be applied to the Policy. ALLOCATION OF PREMIUMS Within three business days of receipt of a completed application and the initial premium payment at Alpine's Home Office, Alpine will allocate the entire premium payment to the Hartford Money Market Sub-Account. After the expiration of the right to cancel period, the Account Value in Hartford Money Market Sub-Account will be allocated among the Funds in whole percentages to purchase Accumulation Units in the applicable Sub-Accounts as you direct in the application. 22 Premiums received on or after the expiration of the right to cancel period will be allocated among the Sub-Accounts to purchase Accumulation Units in such Sub-Accounts as directed by you or, in the absence of directions, as specified in the original application. The number of Accumulation Units in each Sub-Account to be credited to a Policy (including the initial allocation to Hartford Money Market Sub-Account) will be determined first by multiplying the premium payment by the percentage to be allocated to each Fund to determine the portion to be invested in the Sub-Account. Each portion to be invested in each Sub-Account is then divided by the Accumulation Unit Value of that particular Sub-Account next computed after receipt of the premium payment. ACCUMULATION UNIT VALUES The Accumulation Unit Value for each Sub-Account will vary to reflect the investment experience of the applicable Fund and will be determined on each Valuation Day by multiplying the Accumulation Unit Value of the particular Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that Sub-Account for the Valuation Period then ended. The Net Investment Factor for each Sub-Account is the net asset value per share of the corresponding Fund at the end of the Valuation Period (plus the per share dividends or capital gains by that Fund if the ex-dividend date occurs in the Valuation Period then ended) divided by the net asset value per share of the corresponding Fund at the beginning of the Valuation Period. Refer to the Funds' prospectuses accompanying this Prospectus for a description of how the assets of each Fund are valued, since such determination has a direct bearing on the Accumulation Unit Value of the Sub-Account and therefore the Account Value of a Policy. See, also, "Policy Benefits and Rights -- Account Value." All valuations in connection with a Policy, E.G., with respect to determining Account Value and Cash Surrender Value and in connection with Policy Loans, or calculation of Death Benefits, or with respect to determining the number of Accumulation Units to be credited to a Policy with each premium, other than the initial premium, will be made on the date the request or payment is received by Alpine at its Home Office if such date is a Valuation Day; otherwise such determination will be made on the next succeeding date which is a Valuation Day. DEDUCTIONS AND CHARGES ---------------------- The deduction or charges associated with this Policy are subtracted, depending on the type of deduction or charge, from Premium payments as they are made, upon surrender or partial surrender of the Policy, on the Policy Anniversary Date or on a monthly pro rated basis from each Sub-Account ("Deduction Amount"). Deductions are taken from Premium payments before allocations to the Sub-Accounts are made. Monthly Deduction Amounts are subtracted on the Policy Date and on each Monthly Activity Date after the Policy Date to cover charges and expenses incurred in connection with a Policy. Each Deduction Amount will be subtracted pro rata from each Sub-Account such that the proportion of Account Value of the Policy attributable to each Sub-Account remains the same before and after the 23 deduction. The Deduction Amount will vary from month to month. If the Cash Surrender Value is not sufficient to cover a Deduction Amount due on any Monthly Activity Date, the Policy may lapse. See "Policy Benefits and Rights - -- Lapse and Reinstatement." The Policy Owner may elect one of two options offered by Alpine to pay the Mortality and Expense Risk charge, the Tax Expense charge and any Unamortized Tax charge. Once selected, the option may not be changed. Option 2 may not be available in all states. The following chart illustrates the charges and deductions associated with this Policy. For a more detailed discussion see the descriptions below: - ------------------------------------------------------------------------------- DEDUCTION OR DEDUCTED FROM ALL WHEN DEDUCTION IS AMOUNT DEDUCTED CHARGE POLICIES MADE - ------------------------------------------------------------------------------- Cost of Insurance Yes Monthly Individualized depending on age, sex and other factors - ------------------------------------------------------------------------------- Administrative Yes Monthly .25% of amounts Charge allocated to the Separate Account - ------------------------------------------------------------------------------- Annual Maintenance Only Policies with On the Policy $30.00 Fee an Account Value Anniversary Date of less than or upon surrender $50,000 on the of the Policy Policy Anniversary Date or date of surrender - ------------------------------------------------------------------------------- Surrender Charge Yes Upon surrender or A percentage of partial surrender the amount of the Policy surrendered, depending on the Policy Year, which is attributable to premiums paid - ------------------------------------------------------------------------------- Tax Expense Charge Yes Under Option 1: Under Option 1: Monthly .40% of Account Value for Policy Under Option 2: Years 1-10 Receipt of premium payment Under Option 2: 4% of each premium payment in all Policy Years - ------------------------------------------------------------------------------- 24 - ------------------------------------------------------------------------------- Mortality and Yes Monthly Under Option 1: Expense Risk .90% of Account Charge Value in Policy Years 1-10 and .50% for Policy Years 11 and beyond. Under Option 2: .65% of Account Value in Policy Years 1-10 and .50% for Policy years 11 and beyond - ------------------------------------------------------------------------------- Unamortized Tax No, only under Upon surrender or A percentage of Charge Option 1 partial surrender the Account Value of the Policy depending on the Policy Year the surrender takes place. - ------------------------------------------------------------------------------- COST OF INSURANCE CHARGE: The cost of insurance charge covers Alpine's anticipated mortality costs for standard and substandard risks. Current cost of insurance rates are lower after the tenth Policy Year and are based on whether 100%, 90% or 80% of the Guideline Single Premium has been paid at issue. The current cost of insurance charge will not exceed the guaranteed cost of insurance charge. This charge is a guaranteed maximum monthly rate multiplied by the Coverage Amount on the Policy Date or any Monthly Activity Date. For standard risks, the guaranteed cost of insurance rate is 125% of the 1980 Commissioners Standard Ordinary Smoker/Non-Smoker Mortality Table through age 90, grading down to 100% of the Commissioners Standard Ordinary Smoker/Non-Smoker Mortality Table at age 100 (age last birthday). (Unisex rates may be required in some states.) A table of guaranteed cost of insurance rates per $1,000 will be included in each Policy; however, Alpine reserves the right to use rates less than those shown in the Table. Substandard risks and Policies issued employing simplified underwriting procedures will be charged at a higher cost of insurance rate that will not exceed rates based on a multiple of the 1980 Commissioners Standard Ordinary Smoker/Non-Smoker Mortality Table (age last birthday). The multiple will be based on the Insured's substandard rating. The Coverage Amount is first set on the Policy Date and then on each Monthly Activity Date. On such days, it is the Face Amount less the Account Value subject to a Minimum Coverage Amount. The Coverage Amount remains level between the Monthly Activity Dates. The Coverage Amount may be adjusted to continue to qualify the Policies as life insurance Policies under the current federal tax law. Under that law, the Minimum Coverage Amount is a stated percentage of the Account Value of the Policy determined on each Monthly Activity Date. The percentages vary according to the attained age of the Insured. 25 EXAMPLE: Face Amount = $100,000 Account Value on the Monthly Activity Date = $70,000 Insured's attained age = 60 Minimum Coverage Amount percentage for age 60 = 30% On the Monthly Activity Date, the Coverage Amount is $30,000. This is calculated by subtracting the Account Value on the Monthly Activity Date ($70,000) from the Face Amount ($100,000), subject to a possible Minimum Coverage Amount adjustment. This Minimum Coverage Amount is determined by taking a percentage of the Account Value on the Monthly Activity Date. In this case, the Minimum Coverage Amount is $21,000 (30% of $70,000). Since $21,000 is less than the Face Amount less the Account Value ($30,000), no adjustment is necessary. Therefore, the Coverage Amount will be $30,000. Assume that the Account Value in the above example was $90,000. The Minimum Coverage Amount would be $27,000 (30% of $90,000). Since this is greater than the Face Amount less the Account Value ($10,000), the Coverage Amount for the Policy Month is $27,000. (For an explanation of the Death Benefit, see "Policy Benefits and Rights -- Death Benefit.") Because the Account Value and, as a result, the Coverage Amount under a Policy may vary from month to month, the cost of insurance charge may also vary on each Monthly Activity Date. ADMINISTRATIVE CHARGE: Alpine will deduct monthly from the Account Value attributable to the Separate Account an administrative charge equal to an annual rate of 0.25%. This charge compensates Alpine for administrative expenses incurred in the administration of the Separate Account and the Policies. ANNUAL MAINTENANCE FEE If the Account Value on a Policy Anniversary or on the date the Policy is surrendered is less than $50,000, Alpine will deduct on such date an annual maintenance fee of $30. This fee will help reimburse Alpine for administrative and maintenance costs of the Policies. The sum of the monthly administrative charges and the annual maintenance fee will not exceed the cost Alpine incurs in providing administrative services under the Policies. Alpine reserves the right to waive the Annual Maintenance Fee under certain conditions. SURRENDER CHARGE Upon surrender of the Policy or partial surrenders in excess of the Annual Withdrawal Amount, a Surrender Charge may be assessed. In Policy Years 1 through 3, this charge is 7.5% of surrendered Account Value attributable to premiums paid. In Policy Years 4 through 5, this charge is 6%. In Policy Years 6 through 7, this charge is 4%. In Policy Years 8 through 9, this charge is 2%. After 26 the ninth Policy Year, there is no charge. In determining the Surrender Charge and any Unamortized Tax charge discussed below, any surrender or partial surrender during the first ten Policy Years will be deemed first from premiums paid and then from earnings. If an amount equal to all premiums paid has been withdrawn, no charge will be assessed on a surrender of the remaining Account Value. The Surrender Charge is imposed to cover a portion of the sales expense incurred by Alpine in distributing the Policies. This expense includes agents commissions, advertising and the printing of prospectuses. See "Policy Benefits and Rights -- Amount Payable on Surrender of the Policy." YOUR OPTIONS In addition to the deductions and charges described above, you, at the time the Policy is issued, will elect one of two options described below to pay charges relating to certain taxes and mortality and expense risk charges. The option you select may affect Policy Value. OPTION 1: ASSET-BASED CHARGES: Under this payment option, you will pay: MORTALITY AND EXPENSE RISK CHARGE: Alpine will deduct monthly from the Account Value attributable to the Separate Account for Policy Years 1 through 10 a charge equal to an annual rate of 0.90% for the mortality risks and expense risks Alpine assumes in relation to the variable portion of the Policies. In Policy Years 11 and beyond, the charge drops to an annual rate of 0.50% for the mortality risks and expense risks Alpine assumes in relation to the variable portion of the Policies. The mortality risk assumed is that the cost of insurance charges specified in the Policy will be insufficient to meet claims. Alpine also assumes a risk that the Face Amount (the minimum Death Benefit) will exceed the Coverage Amount on the date of death plus the Account Value on the date Alpine receives written notice of death. The expense risk assumed is that expenses incurred in issuing and administering the Policies will exceed the administrative charges set in the Policy. Alpine may profit from the mortality and expense risk charge and may use any profits for any proper purpose, including any difference between the cost it incurs in distributing the Policies and the proceeds of the Surrender Charge. The mortality and expense risk charge is deducted while the Policy is in force, including the duration of a payment option. TAX EXPENSE CHARGE: Alpine will deduct monthly from the Account Value a charge equal to an annual rate of 0.40% for the first ten Policy Years. This charge compensates Alpine for premium taxes imposed by various states and local jurisdictions and for the cost of the capitalization of certain policy acquisition expenses under Section 848 of the Code. The charge includes a premium tax deduction of 0.25% and Section 848 costs of 0.15%. The 0.25% premium tax deduction over ten Policy Years approximates Alpine's average expenses for state and local premium taxes (2.5%). Premium taxes vary, ranging from zero to more than 4.0%. The premium tax deduction is made whether or not any premium tax applies. The deduction may be higher or lower than the premium tax imposed. However, Alpine does not expect to make a profit from this deduction. The 0.15% 27 charge helps reimburse Alpine for approximate expenses incurred under Section 848 of the Code. UNAMORTIZED TAX CHARGE: Under this option, during the first nine Policy Years, an Unamortized Tax charge will be imposed on surrender or partial surrenders. The Unamortized Tax charge is shown below, as a percentage of Account Value, at the end of each Policy Year: POLICY YEAR RATE ------ ---- 1 2.25% 2 2.00% 3 1.75% 4 1.50% 5 1.25% 6 1.00% 7 0.75% 8 0.50% 9 0.25% 10+ 0.00% After the ninth Policy Year, no Unamortized Tax charge will be imposed. OPTION 2: FRONTED CHARGES: Under this option, you will pay: MORTALITY AND EXPENSE RISK CHARGE: In Policy Years 1 through 10, Alpine will deduct monthly from the Account Value attributable to the Separate Account a charge equal to an annual rate of 0.65% for the mortality risks and expense risks Alpine assumes in relation to the variable portion of the Policies. In Policy Years 11 and beyond, the charge drops to an annual rate of 0.50%. The mortality risk assumed is that the cost of insurance charges specified in the Policy will be insufficient to meet claims. Alpine also assumes a risk that the Face Amount (the minimum Death Benefit) will exceed the Coverage Amount on the date of death plus the Account Value on the date Alpine receives written notice of death. The expense risk assumed is that expenses incurred in issuing and administering the Policies will exceed the administrative charges set in the Policy. Alpine may profit from the mortality and expense risk charge and may use any profits for any proper purpose, including any difference between the cost it incurs in distributing the Policies and the proceeds of the Surrender Charge. The mortality and expense risk charge is deducted while the Policy is in force, including the duration of a payment option. TAX EXPENSE CHARGE: Alpine will deduct from Premium payments a tax expense charge equal to an annual rate of 4.0% for all Policy Years. This charge compensates Alpine for premium taxes imposed by various states and local jurisdictions and for the cost of capitalization of certain policy acquisition expenses under Section 848 of the Code. The charge includes a premium tax deduction of 2.5% and a Section 848 cost of 1.5%. The premium tax deduction approximates Alpine's average expenses for state and local premium taxes. Premium taxes vary, ranging from zero to more than 28 4.0%. The premium tax deduction is made whether or not any premium tax applies. The deduction may be higher or lower than the premium tax imposed. However, Alpine does not expect to make a profit from this deduction. The 0.15% charge helps reimburse Alpine for approximate expenses incurred under Section 848 of the Code. This Option may not be available in all states. OTHER DEDUCTIONS OR CHARGES CHARGES AGAINST THE FUNDS The Separate Account purchases shares of the Funds at net asset value. The net asset value of the Fund shares reflects investment advisory fees and administrative expenses already deducted from the assets of the Funds. These charges are described in the Funds' prospectuses accompanying this Prospectus. TAXES CHARGED AGAINST THE SEPARATE ACCOUNT Currently, no charge is made to the Separate Account for federal income taxes that may be attributable to the Separate Account. Alpine may, however, make such a charge in the future. Charges for other taxes, if any, attributable to the Separate Account may also be made. POLICY BENEFITS AND RIGHTS DEATH BENEFIT While in force, the Policy provides for the payment of the Death Proceeds to the named beneficiary when the Insured under the Policy dies. The Death Proceeds payable to the beneficiary equal the Death Benefit less any loans outstanding. The Death Benefit equals the greater of (1) the Face Amount or (2) the Account Value multiplied by a specified percentage. The percentages vary according to the attained age of the Insured and are specified in the Policy. Therefore, an increase in Account Value may increase the Death Benefit. However, because the Death Benefit will never be less than the Face Amount, a decrease in Account Value may decrease the Death Benefit but never below the Face Amount. EXAMPLES: - ----------------------------------------------------------------------------- A B - ----------------------------------------------------------------------------- Face Amount $100,000 $100,000 - ----------------------------------------------------------------------------- Insured's Age 40 40 - ----------------------------------------------------------------------------- Account Value on Date of Death $46,500 $34,000 - ----------------------------------------------------------------------------- Specified Percentage 250% 250% - ----------------------------------------------------------------------------- 29 In Example A, the Death Benefit equals $116,250, I.E., the greater of $100,000 (the Face Amount) or $116,250 (the Account Value at the Date of Death of $46,500, multiplied by the specified percentage of 250%). This amount less any outstanding loans constitutes the Death Proceeds which Alpine would pay to the beneficiary. In Example B, the death benefit is $100,000, I.E., the greater of $100,000 (the Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the specified percentage of 250%). All or part of the Death Proceeds may be paid in cash or applied under a "Payment Option." See "Other Matters -- Settlement Provisions." ACCOUNT VALUE The Account Value of a Policy will be computed on each Valuation Day. The Account Value will vary to reflect the investment experience of the Funds, the value of the Loan Account and the monthly Deduction Amounts. There is no minimum guaranteed Account Value. The Account Value of a particular Policy is related to the net asset value of the Funds to which premiums on the Policy have been allocated. The Account Value on any Valuation Day is calculated by multiplying the number of Accumulation Units credited to the Policy in each Sub-Account as of the Valuation Day by the Accumulation Unit Value of that Sub-Account, and then summing the result for all the Sub-Accounts credited to the Policy and the value of the Loan Account. See "The Policy -- Accumulation Unit Values." TRANSFER OF ACCOUNT VALUE While the Policy remains in force, and subject to Alpine's transfer rules then in effect, the Policy Owner may request that part or all of the Account Value of a particular Sub-Account be transferred to other Sub-Accounts. Alpine reserves the right to restrict the number of such transfers to no more than 12 per Policy Year, with no two transfers being made on consecutive Valuation Days. However, there are no restrictions on the number of transfers at the present time. Transfers may be made by written request or by calling toll free 1-800-[ ] Transfers by telephone may be made by the agent of record or by the attorney-in-fact pursuant to a power of attorney. Telephone transfers may not be permitted in some states. The policy of Alpine and its agents and affiliates is that they will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. Alpine will employ reasonable procedures to confirm that instructions communicated by telephone are genuine; otherwise, Alpine may be liable for any losses due to unauthorized or fraudulent instructions. The procedures Alpine follows for transactions initiated by telephone include requirements that callers provide certain information for identification purposes. All transfer instructions by telephone are tape recorded. Alpine will send the Policy Owner a confirmation of the transfer within five days from the date of any instruction. IT IS THE RESPONSIBILITY OF THE POLICY OWNER TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF TRANSFERS AND TO PROMPTLY ADVISE ALPINE 30 OF ANY INACCURACIES WITHIN 30 DAYS OF RECEIPT OF THE CONFIRMATION. Alpine may modify the right to reallocate Account Value among the Sub-Accounts if Alpine determines, in its sole discretion, that the exercise of that right by one or more Policy Owners is, or would be, to the disadvantage of other Policy Owners. Any modification could be applied to transfers to or from some or all of the Sub-Accounts and could include, but not be limited to, the requirement of a minimum period between each transfer, not accepting transfer requests of an agent acting under the power of attorney on behalf of more than one Policy Owner, or limiting the dollar amount that may be transferred among the Sub-Accounts at one time. These restrictions may be applied in any manner reasonably designed to prevent any use of the transfer right that Alpine considers to be disadvantageous to other Policy Owners. As a result of a transfer, the number of Accumulation Units credited to the Sub-Account from which the transfer is made will be reduced by the number obtained by dividing the amount transferred by the Accumulation Unit Value of that Sub-Account on the Valuation Day Alpine receives the transfer request. The number of Accumulation Units credited to the Sub-Account to which the transfer is made will be increased by the number obtained by dividing the amount transferred by the Accumulation Unit Value of that Sub-Account on the Valuation Day Alpine receives the transfer request. POLICY LOANS While the Policy is in effect, a Policy Owner may obtain, without the consent of the beneficiary (provided the designation of beneficiary is not irrevocable), one or both of two types of cash loans from Alpine. Both types of loans are secured by the Policy. The aggregate loans (including the currently applied for loan) may not exceed, at the time a loan is requested, 90% of the Cash Value. The loan amount will be transferred pro rata from each Sub-Account attributable to the Policy (unless the Policy Owner specifies otherwise) to the Loan Account. The amounts allocated to the Loan Account will earn interest at a rate of 4% per annum (6% for "Preferred Loans"). The amount of the Loan Account that equals the difference between the Cash Value and the total of all premiums paid under the Policy is considered a "Preferred Loan." For exchanges which take place according to IRC Section 1035(a) that have an outstanding loan at the time of transfer, the difference between the Account Value and the total of all premiums paid under the Policy is considered a Preferred Loan. The loan interest rate that Alpine will charge on all loans is 6% per annum. The difference between the value of the Loan Account and the Indebtedness will be transferred on a pro-rata basis from the Sub-Accounts to the Loan Account on each Monthly Activity Date. The proceeds of a loan will be delivered to the Policy Owner within seven business days of Alpine's receipt of the loan request. If the aggregate outstanding loan(s) secured by the Policy exceeds the Account Value of the Policy less any Surrender Charges and due and unpaid Deduction Amount, Alpine will give written notice to the Policy Owner that, unless Alpine receives an additional payment within 61 days to reduce the 31 aggregate outstanding loan(s) secured by the Policy, the Policy may lapse. All or any part of any loan secured by a Policy may be repaid while the Policy is still in effect. When loan repayments or interest payments are made, they will be allocated among the Sub-Account(s) in the same percentage as premiums are allocated (unless the Policy Owner requests a different allocation) and an amount equal to the payment will be deducted from the Loan Account. Any outstanding loan at the end of a grace period must be repaid before the Policy will be reinstated. See "Policy Benefits and Rights -- Lapse and Reinstatement." A loan, whether or not repaid, will have a permanent effect on the Account Value because the investment results of each Sub-Account will apply only to the amount remaining in such Sub-Accounts. The longer a loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. If the Sub-Accounts earn more than the annual interest rate for amounts held in the Loan Account, a Policy Owner's Account Value will not increase as rapidly as it would have had no loan been made. If the Sub-Accounts earn less than the annual interest rate for amounts held in the Loan Account, the Policy Owner's Account Value will be greater than it would have been had no loan been made. Also, if not repaid, the aggregate outstanding loan(s) will reduce the Death Proceeds and Cash Surrender Value otherwise payable. AMOUNT PAYABLE ON SURRENDER OF THE POLICY While the Policy is in force, you may elect, without the consent of the beneficiary (provided the designation of beneficiary is not irrevocable), to fully surrender the Policy. Upon surrender, you will receive the Cash Surrender Value determined as of the day Alpine receives your written request or the date you request whichever is later. The Cash Surrender Value equals the Account Value less any Surrender Charges and any Unamortized Tax charge and all Indebtedness. Alpine will pay the Cash Surrender Value of the Policy within seven days of receipt by Alpine of the written request or on the effective surrender date you request, whichever is later. The Policy will terminate on the date of receipt of the written request, or the date you request the surrender to be effective, whichever is later. For a discussion of the tax consequences of surrendering the Policy, see "Federal Tax Considerations." If you choose to apply the surrender proceeds to a payment option (see "Other Matters -- Settlement Provisions." ), the Surrender Charge will not be imposed to the surrender proceeds applied to the option. In other words, the surrender proceeds will equal the Cash Surrender Value without reduction for the Surrender Charge. However, any Unamortized Tax charge, if applicable, will be deducted from the surrender proceeds to be applied. In addition, amounts withdrawn from payment Option 1, Option 5 or Option 6 will be subject to any applicable Surrender Charge. PARTIAL SURRENDERS While the Policy is in force, you may elect, by written request, to make partial surrenders from the Cash Surrender Value. The Cash Surrender Value, after partial surrender, must at least equal 32 Alpine's minimum amount rules then in effect; otherwise, the request will be treated as a request for full surrender. The partial surrender will be deducted pro rata from each Sub-Account, unless you instruct otherwise. The Face Amount will be reduced proportionate to the reduction in the Account Value due to the partial surrender. Partial surrenders in excess of the Annual Withdrawal Amount will be subject to the Surrender Charge and any Unamortized Tax charges. See "Deductions and Charges --Surrender Charge," and "Deductions and Charges -- Policy Owner Option 1." For a discussion of the tax consequences of partial surrenders, see "Federal Tax Considerations." BENEFITS AT MATURITY If the Insured is living on the "Maturity Date" (the anniversary of the Policy Date on which the Insured is age 100), on surrender of the Policy to Alpine, Alpine will pay you the Cash Surrender Value. In such case, the Policy will terminate and Alpine will have no further obligations under the Policy. (The Maturity Date may be extended by rider where approved, but see "Federal Tax Considerations -- Income Taxation of Policy Benefits.") LAPSE AND REINSTATEMENT The Policy will remain in force until the Cash Surrender Value is insufficient to cover the Deduction Amount due on a Monthly Activity Date. Alpine will notify you of the deficiency in writing and will provide a 61-day grace period to pay an amount sufficient to cover the Deduction Amounts due as well as three. The notice will indicate the amount that must be paid. The Policy will continue through the grace period, but if no additional premium payment is made, it will terminate at the end of the grace period. If the person insured under the Policy dies during the grace period, the Death Proceeds payable under the Policy will be reduced by the Deduction Amount(s) due and unpaid. See "Policy Benefits and Rights -- Death Benefit." If the Policy lapses, you may apply for reinstatement of the Policy by payment of the reinstatement premium shown in the Policy and any applicable charges. A request for reinstatement may be made within five years of lapse. If a loan was outstanding at the time of lapse, Alpine will require repayment of the loan before permitting reinstatement. In addition, Alpine reserves the right to require evidence of insurability satisfactory to Alpine. CANCELLATION AND EXCHANGE RIGHTS You have a limited right to return a Policy for cancellation. If the Policy is returned, by mail or personal delivery to Alpine or to the agent who sold the Policy, to be canceled within ten days after delivery of the Policy to you (a longer free-look period is provided in certain cases), Alpine will return to you, within seven days, the greater of premiums paid for the Policy less Indebtedness or the sum of (1) the Account Value less any Indebtedness on the date the returned Policy is received by Alpine or its agent and (2) any deductions under Policy or by the Funds for taxes, charges or fees. 33 Once the Policy is in effect, it may be exchanged, during the first 24 months after its issuance, for a non-variable flexible premium adjustable life insurance Policy offered by Alpine (or an affiliated company) on the life of the Insured. No evidence of insurability will be required. The new Policy will have, at your election, either the same Coverage Amount as under the exchanged Policy on the date of exchange or the same Death Benefit. The effective date, issue date and issue age will be the same as existed under the exchanged Policy. If a Policy loan was outstanding, the entire loan must be repaid. There may be a cash adjustment required on the exchange. SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS Alpine will suspend all procedures requiring valuation (including transfers, surrenders and loans) on any day a national stock exchange is closed or trading is restricted due to an existing emergency, as defined by the Securities and Exchange Commission, or on any day the Securities and Exchange Commission has ordered that the right of surrender of the Policies be suspended for the protection of Policy Owners, until such condition has ended. LAST SURVIVOR POLICIES ---------------------- The Policies are offered on both a single life and a "last survivor" basis. Policies sold on a last survivor basis operate in a manner almost identical to the single life version. The most important difference is that the last survivor version involves two Insureds and the Death Proceeds are paid on the death of the last surviving Insured. The other significant differences between the last survivor and single life versions are listed below. 1. The cost of insurance charges under the last survivor Policies are determined in a manner that reflects the anticipated mortality of the two Insureds and the fact that the Death Benefit is not payable until the death of the second Insured. See the last survivor illustrations in "Appendix B." 2. To qualify for simplified underwriting under a last survivor Policy, both Insureds must meet the simplified underwriting standards. 3. For a last survivor Policy to be reinstated, both Insureds must be alive on the date of reinstatement. 4. The Policy provisions regarding misstatement of age or sex, suicide and incontestability apply to either Insured. 5. Additional tax disclosures applicable to last survivor Policies are provided in "Federal Tax Considerations." 34 OTHER MATTERS ------------- VOTING RIGHTS In accordance with its interpretation of presently applicable law, Alpine will vote the shares of the Funds at regular and special meetings of the shareholders of the Funds in accordance with instructions from Policy Owners (or the assignee of the Policy, as the case may be) having a voting interest in the Separate Account. The number of shares held in the Separate Account which are attributable to each Policy Owner is determined by dividing the Policy Owner's interest in each Sub-Account by the net asset value of the applicable shares of the Funds. Alpine will vote shares for which no instructions have been given and shares which are not attributable to Policy Owners (I.E., shares owned by Alpine) in the same proportion as it votes shares for which it has received instructions. However, if the Investment Company Act of 1940 or any rule promulgated thereunder should be amended, or if Alpine's present interpretation should change and, as a result, Alpine determines it is permitted to vote the shares of the Funds in its own right, it may elect to do so. The voting interests of the Policy Owner (or the assignee) in the Funds will be determined as follows: Policy Owners may cast one vote for each full or fractional Accumulation Unit owned under the Policy and allocated to a Sub-Account, the assets of which are invested in the particular Fund on the record date for the shareholder meeting for that Fund. If, however, a Policy Owner has taken a loan secured by the Policy, amounts transferred from the Sub-Account(s) to the Loan Account in connection with the loan (see "Policy Benefits and Rights -- Policy Loans.") will not be considered in determining the voting interests of the Policy Owner. Policy Owners should review the Funds prospectus accompanying this Prospectus to determine matters on which shareholders may vote. Alpine may, when required by state insurance regulatory authorities, disregard Policy Owners' voting instructions if such instructions require that the shares be voted so as to cause a change in the sub-classification or investment objective of one or more of the Funds or to approve or disapprove an investment advisory Policy for the Funds. In addition, Alpine itself may disregard Policy Owners' voting instructions in favor of changes initiated by a Policy Owner in the investment policy or the investment adviser of the Funds if Alpine reasonably disapproves of such changes. A change would be disapproved only if the proposed change is contrary to state law or prohibited by state regulatory authorities. If Alpine does disregard voting instructions, a summary of that action and the reasons for such action will be included in the next periodic report to Policy Owners. STATEMENTS Alpine will maintain all records relating to the Separate Account and the Sub-Accounts. At least once each Policy Year, Alpine will send you a statement showing the Coverage Amount and the Account Value of the Policy (indicating the number of Accumulation Units credited to the Policy in each Sub-Account and the corresponding Accumulation Unit Value) and any outstanding loan 35 secured by the Policy as of the date of the statement. The statement will also show premium paid, and Deduction Amounts under the Policy since the last statement, and any other information required by any applicable law or regulation. LIMIT ON RIGHT TO CONTEST Alpine may not contest the validity of the Policy after it has been in force during the Insured's lifetime for two years from the Issue Date. If the Policy is reinstated, the two-year period is measured from the date of reinstatement. Any increase in the Coverage Amount as a result of a premium payment is contestable for two years from its effective date. In addition, if the Insured commits suicide in the two year period, or such period as specified in state law, the benefit payable will be limited to the Account Value less any Indebtedness. MISSTATEMENT AS TO AGE AND SEX If the age or sex of the Insured is incorrectly stated, the Death Benefit will be appropriately adjusted as specified in the Policy. SETTLEMENT PROVISIONS The surrender proceeds or Death Proceeds under the Policies may be paid in a lump sum or may be applied to one of Alpine's payment options. The minimum amount that may be applied under a payment option is $5,000, unless Alpine consents to a lesser amount. UNDER PAYMENT OPTIONS 2, 3 AND 4, NO SURRENDER OR PARTIAL SURRENDERS ARE PERMITTED AFTER PAYMENTS COMMENCE. FULL SURRENDER OR PARTIAL SURRENDERS MAY BE MADE FROM PAYMENT OPTION 1 OR OPTION 6, BUT THEY ARE SUBJECT TO THE SURRENDER CHARGE, IF APPLICABLE. ONLY A FULL SURRENDER IS ALLOWED FROM PAYMENT OPTION 5. A SURRENDER FROM PAYMENT OPTION 5 WILL ALSO BE SUBJECT TO THE SURRENDER CHARGE, IF APPLICABLE. Alpine will pay interest of at least 3 1/2% per year on the Death Proceeds from the date of the Insured's death to the date payment is made or a payment option is elected. At such times, the proceeds are not subject to the investment experience of the Separate Account. The following options are available under the Policies (Alpine may offer other payment options): Option 1: Interest Income This option offers payments of interest, at the rate Alpine declares, on the amount applied under his option. The interest rate will never be less than 3 1/2% per year. Option 2: Life Annuity A life annuity is an annuity payable during the lifetime of the payee and terminating with the last 36 payment preceding the death of the payee. This option offers the largest payment amount of any of the life annuity options, since there is no guarantee of a minimum number of payments nor a provision for a death benefit payable to a beneficiary. It would be possible under this option for a payee to receive only one annuity payment if he died prior to the due date of the second annuity payment, two annuity payments if he died before the date of the third annuity payment, etc. Option 3: Life Annuity with 120, 180 or 240 Monthly Payments Certain This annuity option is an annuity payable monthly during the lifetime of the payee with the provision that payments will be made for a minimum of 120, 180 or 240 months, as elected. If, at the death of the payee, payments have been made for less than the minimum elected number of months, then the present value (as of the date of the payee's death) of any remaining guaranteed payments will be paid in one sum to the beneficiary or beneficiaries designated, unless other provisions have been made and approved by Alpine. Option 4: Joint and Last Survivor Annuity An annuity payable monthly during the joint lifetime of the payee and a designated second person, and thereafter during the remaining lifetime of the survivor, ceasing with the last payment prior to the death of the survivor. Based on the options currently offered by Alpine, the payee may elect that the payment to the survivor be less than the payment made during the joint lifetime of the payee and a designated second person. It would be possible under this option for a payee and designated second person to receive only one payment in the event of the common or simultaneous death of the parties prior to the due date for the second payment and so on. Option 5: Payments for a Designated Period An amount payable monthly for the number of years selected, which may be from five to 30 years. Under this option, you may, at any time, request a full surrender and receive, within seven days, the termination value of the Policy as determined by Alpine. In the event of the payee's death prior to the end of the designated period, the present value (as of the date of the payee's death) of any remaining guaranteed payments will be paid in one sum to the beneficiary or beneficiaries designated unless other provisions have been made and approved by Alpine. Option 5 is an option that does not involve life contingencies. 37 Option 6: Policy Proceeds Settlement Option Proceeds from the Death Benefit left with Alpine. These proceeds will remain in the Sub-Accounts to which they were allocated at the time of death, unless the beneficiary elects to reallocate them. Full or partial surrenders may be made at any time. VARIABLE AND FIXED ANNUITY PAYMENTS: When an Annuity is effected, unless otherwise specified, the surrender proceeds or Death Proceeds held in the Sub-Accounts will be applied to provide a variable annuity based on the pro rata amount in the various Sub-Accounts. Fixed annuities options are also available. YOU SHOULD CONSIDER WHETHER THE ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF THE SEPARATE ACCOUNT FOR YOUR ANNUITY PAYMENTS ARE BASED ON THE INVESTMENT ALTERNATIVE BEST SUITED TO YOUR RETIREMENT NEEDS. VARIABLE ANNUITY: The Policy contains tables indicating the minimum dollar amount of the first monthly payment under the optional variable forms of annuity for each $1,000 of value of a Sub-Account. The first monthly payment varies according to the form and type of variable payment annuity selected. The Policy contains variable payment annuity tables derived from the 1983(a) Individual Annuity Mortality Table, with ages set back one year and with an assumed investment rate ("A.I.R.") of 5% per annum. The total first monthly variable annuity payment is determined by multiplying the proceeds value (expressed in thousands of dollars) of a Sub-Account by the amount of the first monthly payment per $1,000 of value obtained from the tables in the Policy. The amount of the first monthly variable annuity payment is divided by the value of an annuity unit (an accounting unit of measure used to calculate the value of annuity payments) for the appropriate Sub-Account no earlier than the close of business on the fifth Valuation Day preceding the day on which the payment is due in order to determine the number of annuity units represented by the first payment. This number of annuity units remains fixed during the annuity payment period and in each subsequent month the dollar amount of the variable annuity payment is determined by multiplying this fixed number of annuity units by the current annuity unit value. LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN RELATIVE TO THE A.I.R. FIXED ANNUITY: Fixed annuity payments are determined by multiplying the amount applied to the annuity by a rate (to be determined by Alpine) which is no less than the rate specified in the fixed payment annuity tables in the Policy. The annuity payment will remain level for the duration of the annuity. Alpine will make any other arrangements for income payments as may be agreed on. 38 BENEFICIARY You name the beneficiary in the application for the Policy. You may change the beneficiary (unless irrevocably named) during the Insured's lifetime by written request to us. If no beneficiary is living when the Insured dies, the Death Proceeds will be paid to you if living; otherwise to your estate. ASSIGNMENT The Policy may be assigned as collateral for a loan or other obligation. Alpine is not responsible for any payment made or action taken before receipt of written notice of such assignment. Proof of interest must be filed with any claim under a collateral assignment. DIVIDENDS No dividends will be paid under the Policies. EXECUTIVE OFFICERS AND DIRECTORS - ----------------------------------------------------------------------------------------------------------------------------------- OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT FOR PAST FIVE YEARS; OTHER POSITION WITH ALPINE, YEAR OF ELECTION DIRECTORSHIPS NAME, AGE - ----------------------------------------------------------------------------------------------------------------------------------- Gregory A. Boyko, 47 Senior Vice President, 1994 Vice President and Controller (1995-1997), Director Hartford Life Insurance Company ("Hartford"); Director (1997-Present); Senior Vice President (1997-Present), Chief Financial Officer & Treasurer (1997-1998); Vice President & Controller (1995-1997), Hartford Life and Accident Insurance Company; Senior Vice President, Chief Financial Officer & Treasurer (1997-Present), Hartford Life, Inc.; Chief Financial Officer (1994-1995), IMG American Life; Senior Vice President (1992-1994), Connecticut Mutual Life Insurance Company. - ----------------------------------------------------------------------------------------------------------------------------------- Mary Jane Fortin Chief Accounting Officer and Vice Accounting Officer, Hartford Life Insurance President, 1998 Company, Hartford Life and Accident Insurance Company, Hartford Life and Annuity Insurance Company (1998) - ----------------------------------------------------------------------------------------------------------------------------------- Lynda Godkin, 44 Senior Vice President, 1995 Associate General Counsel (1995-1996); Corporate Secretary Assistant General Counsel and Secretary (1994- Director 1995); Counsel (1990-1994), Hartford; Director (1997-Present); Senior Vice President (1997- Present); General Counsel (1996-Present); Corporate Secretary (1995-Present); Associate General Counsel (1995-1996); Assistant General - ----------------------------------------------------------------------------------------------------------------------------------- 39 - ----------------------------------------------------------------------------------------------------------------------------------- Counsel and Secretary (1994-1995); Counsel (1990-1994), Hartford Life and Accident Insurance Company; Vice President and General Counsel (1997 - Present), Hartford Life, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- Thomas M. Marra, 39 Director, 1998 Senior Vice President (1994-1995); Vice President (1989-1994); Actuary (1987-1995), Hartford; Director (1994-Present); Executive Vice President (1995-Present); Senior Vice President (1994-1995); Director, Individual Life and Annuity Division (1994-Present); Actuary (1987-1997), Hartford Life and Accident Insurance Company; Executive Vice President, Individual Life and Annuities (1997-Present), Hartford Life, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- Craig R. Raymond Senior Vice President and Chief Actuary, Vice President (1993-1997); Assistant Vice 1994 President (1992-1993); Actuary (1990-1994), Hartford; Senior Vice President (1997- Present); Chief Actuary (1995-Present); Vice President (1993-1997); Actuary (1990-1995), Hartford Life and Accident Insurance Company; Vice President and Chief Actuary (1997- Present), Hartford Life, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- Charles F. Shabunia, 51 Assistant Vice President, 1995 Assistant Vice President, Hartford (1997- Present). - ----------------------------------------------------------------------------------------------------------------------------------- Lowndes A. Smith, 58 President, 1994 Chief Operating Officer (1989-1997), Hartford; Director Director (1981-Present); President (1989- Present); Chief Executive Officer (1997- Present); Chief Operating Officer (1989-1997), Hartford Life and Accident Insurance Company; Chief Executive Officer and President and Director (1997-Present), Hartford Life, Inc. - ----------------------------------------------------------------------------------------------------------------------------------- David M. Znamierowski Senior Vice President, Chief Vice President (1997), Hartford; Director Investment Officer and Director, (1998-Present) Senior Vice President 1994 (1997-Present), Hartford Life and Accident Insurance Company; Vice President, Investment Strategy (1997-Present), Hartford Life, Inc.; Vice President, Investment Strategy & Policy, Aetna Life and Casualty. - ----------------------------------------------------------------------------------------------------------------------------------- Unless otherwise indicated, the principal business address of each the above individuals is P.O. Box 2999, Hartford, CT 06104-2999. - -------------------- *Denotes date of election to Board of Directors. **The Hartford Financial Services Group, Inc. Affiliated Company 40 HOW WE SELL OUR POLICY - ---------------------- Alpine intends to sell the Policies in all jurisdictions where it is licensed to do business. The Policies will be sold by life insurance sales representatives who represent Alpine and who are registered representatives of Hartford Securities Distribution Company, Inc. ("HSD") or certain other independent, registered broker-dealers. Any sales representative or employee will have been qualified to sell variable life insurance Policies under applicable federal and state laws. Each broker-dealer is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and all are members of the National Association of Securities Dealers, Inc. HSD serves as Principal Underwriter for the securities issued with respect to the Separate Account. HSD is an affiliate of Alpine. The principal business address of HSD is the same as that of Alpine. The maximum sales commission payable to Alpine agents, independent registered insurance brokers, and other registered broker-dealers is 7.0% of initial and subsequent premiums. Broker-dealers or financial institutions are compensated according to a schedule set forth by HSD and any applicable rules or regulations for variable insurance compensation. Compensation is generally based on premium payments made by policyholders or contract owners. This compensation is usually paid from the sales charges described in this Prospectus. In addition, a broker-dealer or financial institution may also receive additional compensation for, among other things, training, marketing or other services provided. HSD, its affiliates or Alpine may also make compensation arrangements with certain broker-dealers or financial institutions based on total sales by the broker-dealer or financial institution of insurance products. These payments, which may be different for different broker-dealers or financial institutions, will be made by HSD, its affiliates or Alpine out of their own assets and will not effect the amounts paid by the policyholders or contract owners to purchase, hold or surrender variable insurance products. Alpine may provide information on various topics to you and prospective Policy Owners in advertising, sales literature or other materials. These topics may include the relationship between sectors of the economy and the economy as a whole and its effect on various securities markets, investment strategies and techniques (such as value investing, dollar cost averaging and asset allocation), the advantages and disadvantages of investing in tax-advantaged and taxable instruments, customer profiles and hypothetical purchase scenarios, financial management and tax and retirement planning, and variable annuities and other investment alternatives, including comparisons between the Policies and the characteristics of, and market for, such alternatives. 41 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS - -------------------------------------------- The assets of the Separate Account are held by Alpine. The assets of the Separate Account are kept physically segregated and held separate and apart from the General Account of Alpine. Alpine maintains records of all purchases and redemptions of shares of the Fund. Additional protection for the assets of the Separate Account is afforded by Alpine's blanket fidelity bond, issued by Aetna Casualty and Surety Company, in the aggregate of $50 million, covering all of the officers and employees of Alpine. 42 FEDERAL TAX CONSIDERATIONS -------------------------- GENERAL SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A POLICY DESCRIBED HEREIN. It should be understood that any detailed description of the federal income tax consequences regarding the purchase of these Policies cannot be made in this Prospectus and that special tax rules may be applicable with respect to certain purchase situations not discussed herein. In addition, no attempt is made here to consider any applicable state or other tax laws. For detailed information, a qualified tax adviser should always be consulted. This discussion of federal tax considerations is based upon Alpine 's understanding of existing Federal income tax laws as they are currently interpreted. TAXATION OF ALPINE AND THE SEPARATE ACCOUNT The Separate Account is taxed as a part of Alpine which is taxed as a life insurance company under Subchapter L of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the Separate Account will not be taxed as a "regulated investment company" under Subchapter M of the Code. Investment income and realized capital gains on the assets of the Separate Account (the underlying Funds) are reinvested and are taken into account in determining the value of the Accumulation Units (see "Policy Benefits and Right - Account Value."). As a result, such investment income and realized capital gains are automatically applied to increase reserves under the Policy. Alpine does not expect to incur any federal income tax on the earnings or realized capital gains attributable to the Separate Account. Based upon this expectation, no charge is currently being made to the Separate Account for federal income taxes. If Alpine incurs income taxes attributable to the Separate Account or determines that such taxes will be incurred, it may assess a charge for such taxes against the Separate Account. INCOME TAXATION OF POLICY BENEFITS For federal income tax purposes, the Policies should be treated as life insurance contracts under Section 7702 of the Code. The death benefit under a life insurance contract is generally excluded from the gross income of the beneficiary. Also, a life insurance Policy Owner is generally not taxed on increments in the contract value until the Policy is partially or completely surrendered. Section 7702 limits the amount of premiums that may be invested in a Policy that is treated as life insurance. Alpine intends to monitor premium levels to assure compliance with the Section 7702 requirements. 43 During the first fifteen Policy Years, an "income first" rule generally applies to distributions of cash required to be made under Code Section 7702 because of a reduction in benefits under the Policy. The Maturity Date Extension Rider allows a Policy Owner to extend the Maturity Date to the date of the Insured's death. If the Maturity Date of the Policy is extended by rider, Alpine believes that the Policy will continue to be treated as a life insurance contract for federal income tax purposes after the scheduled Maturity Date. However, due to the lack of specific guidance on this issue, the result is not certain. If the Policy is not treated as a life insurance contract for federal income tax purposes after the scheduled Maturity Date, among other things, the Death Proceeds may be taxable to the recipient. The Policy Owner should consult a qualified tax adviser regarding the possible adverse tax consequences resulting from an extension of the scheduled Maturity Date. LAST SURVIVOR POLICIES Although Alpine believes that the last survivor Policies are in compliance with Section 7702 of the Code, the manner in which Section 7702 should be applied to certain features of a joint survivorship life insurance contract is not directly addressed by Section 7702. In the absence of final regulations or other guidance issued under Section 7702, there is necessarily some uncertainty whether a last survivor Contract will meet the Section 7702 definition of a life insurance contract. MODIFIED ENDOWMENT CONTRACTS A life insurance contract is treated as a "modified endowment contract" under Section 7702A of the Code if it meets the definition of life insurance in Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay test provides that premiums cannot be paid at a rate more rapidly than that allowed by the payment of seven annual premiums using specified computational rules provided in Section 7702A(c). The large single premium permitted under the Policy does not meet the specified computational rules for the "seven-pay test" under Section 7702A(c). Therefore, the Policy will generally be treated as a modified endowment contract for federal income tax purposes. However, an exchange under Section 1035 of the Code of a life insurance contract issued before June 21, 1988 will not cause the new Policy to be treated as a modified endowment contract if no additional premiums are paid and there is no change in the death benefit as the result of the exchange. A contract that is classified as modified endowment contract is generally eligible for the beneficial tax treatment accorded to life insurance. That is, the death benefit is excluded from income and increments in value are not subject to current taxation. However, loans, distributions or other amounts received from a modified endowment contract during the life of the Insured will be taxed to the extent of any accumulated income in the contract (generally, the excess of account value over premiums paid). Amounts that are taxable withdrawals will be subject to a 10% additional tax, with certain exceptions. 44 All modified endowment contracts that are issued within any calendar year to the same Policy Owner by one company or its affiliates shall be treated as one modified endowment contract in determining the taxable portion of any loan or distributions. ESTATE AND GENERATION SKIPPING TAXES When the Insured dies, the Death Proceeds will generally be includible in the Policy Owner's estate for purposes of federal estate tax if the last surviving Insured owned the Policy. If the Policy Owner was not the last surviving Insured, the fair market value of the Policy would be included in the Policy Owner's estate upon the Policy Owner's death. Nothing would be includible in the last surviving Insured's estate if he or she neither retained incidents of ownership at death nor had given up ownership within three years before death. The federal estate tax is integrated with the federal gift tax under a unified rate schedule and unified credit which shelters up to $625,000 (1998) from the estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises the credit over the next eight years to $1,000,000. In addition, an unlimited marital deduction may be available for federal estate and gift tax purposes. The unlimited marital deduction permits the deferral of taxes until the death of the surviving spouse (when the Death Proceeds would be available to pay taxes due and other expenses incurred). If the Policy Owner (whether or not he or she is an Insured) transfers ownership of the Policy to someone two or more generations younger, the transfer may be subject to the generation-skipping transfer tax, the taxable amount being the value of the Policy. The generation-skipping transfer tax provisions generally apply to transfers which would be subject to the gift and estate tax rules. Individuals are generally allowed an aggregate generation skipping transfer exemption of $1 million. Because these rules are complex, the Policy Owner should consult with a qualified tax adviser for specific information if ownership is passing to younger generations. DIVERSIFICATION REQUIREMENTS Section 817 of the Code provides that a variable life insurance contract (other than a pension plan policy) will not be treated as a life insurance contract for any period during which the investments made by the separate account or underlying fund are not adequately diversified in accordance with regulations prescribed by the Treasury Department. If a Policy is not treated as a life insurance contract, the Policy Owner will be subject to income tax on the annual increases in cash value. The Treasury Department has issued diversification regulations which generally require, among other things, that no more than 55% of the value of the total assets of the segregated asset account underlying a variable contract is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more than 90% is represented by any four investments. In determining whether the diversification standards are met, all securities of the same issuer, all interests in the same real 45 property project, and all interests in the same commodity are each treated as a single investment. In addition, in the case of government securities, each government agency or instrumentality shall be treated as a separate issuer. A separate account must be in compliance with the diversification standards on the last day of each calendar quarter or within 30 days after the quarter ends. If an insurance company inadvertently fails to meet the diversification requirements, the company may comply within a reasonable period and avoid the taxation of policy income on an ongoing basis. However, either the company or the Policy Owner must agree to pay the tax due for the period during which the diversification requirements were not met. Alpine monitors the diversification of investments in the separate accounts and tests for diversification as required by the Code. Alpine intends to administer all contracts subject to the diversification requirements in a manner that will maintain adequate diversification. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT In order for a variable life insurance contract to qualify for tax deferral, assets in the segregated asset accounts supporting the variable contract must be considered to be owned by the insurance company and not by the variable contract owner. The Internal Revenue Service ("IRS") has issued several rulings which discuss investor control. The IRS has ruled that certain incidents of ownership by the contract owner, such as the ability to select and control investments in a separate account, will cause the contract owner to be treated as the owner of the assets for tax purposes. Further, in the explanation to the temporary Section 817 diversification regulations, the Treasury Department noted that the temporary regulations "do not provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor, rather than the insurance company, to be treated as the owner of the assets in the account." The explanation further indicates that "the temporary regulations provide that in appropriate cases a segregated asset account may include multiple sub-accounts, but do not specify the extent to which policyholders may direct their investments to particular sub-accounts without being treated as the owners of the underlying assets. Guidance on this and other issues will be provided in regulations or revenue rulings under section 817(d), relating to the definition of variable contract." The final regulations issued under Section 817 did not provide guidance regarding investor control, and as of the date of this Prospectus, no other such guidance has been issued. Further, Alpine does not know if or in what form such guidance will be issued. In addition, although regulations are generally issued with prospective effect, it is possible that regulations may be issued with retroactive effect. Due to the lack of specific guidance regarding the issue of investor control, there is necessarily some uncertainty regarding whether a Policy Owner could be considered the owner of the assets for tax purposes. Alpine reserves the right to modify the contracts, as necessary, to prevent Policy Owners from being considered the owners of the assets in the separate accounts. 46 LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS On January 26, 1996, the IRS released a technical advice memorandum ("TAM") on the taxability of life insurance policies used in certain split dollar arrangements. A TAM, issued by the National Office of the IRS, provides advice as to the internal revenue laws, regulations, and related statutes with respect to a specific set of facts and a specific taxpayer. In the TAM, among other things, the IRS concluded that an employee was subject to current taxation on the excess of the cash surrender value of the policy over the premiums to be returned to the employer. Purchasers of life insurance policies to be used in split dollar arrangements are strongly advised to consult with a qualified tax adviser to determine the tax treatment resulting from such an arrangement. FEDERAL INCOME TAX WITHHOLDING If any amounts are deemed to be current taxable income to the Policy Owner, such amounts will be subject to federal income tax withholding and reporting, pursuant to the Code. NON-INDIVIDUAL OWNERSHIP OF POLICIES In certain circumstances, the Code limits the application of specific tax advantages to individual owners of life insurance contracts. Prospective Policy Owners which are not individuals should consult a qualified tax adviser to determine the potential impact on the purchaser. OTHER Federal estate tax, state and local estate, inheritance and other tax consequences of ownership, or receipt of Policy proceeds depend on the circumstances of each Policy Owner or beneficiary. A tax adviser should be consulted to determine the impact of these taxes. LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS The discussion above provides general information regarding U.S. federal income tax consequences to life insurance purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal income tax and withholding on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser's country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S. state, and foreign taxation with respect to a life insurance policy purchase. LEGAL PROCEEDINGS ----------------- There are no material legal proceedings pending to which the Separate Account is a party. 47 LEGAL MATTERS ------------- Legal matters in connection with the issue and sale of flexible premium variable life insurance Policies described in this Prospectus and the organization of Alpine, its authority to issue the Policies under Connecticut law and the validity of the forms of the Policies under Connecticut law and legal matters relating to the federal securities and income tax laws have been passed on by Lynda Godkin, Senior Vice President, General Counsel and Corporate Secretary of Alpine. YEAR 2000 --------- Many existing computer programs were originally designed without considering the impact of the year 2000 and currently use only two digits to identify the year in the date field. Therefore, on January 1, 2000, unless the software is corrected or replaced, most computers with time-sensitive software programs will read the "00" to be the year "1900." This issue affects nearly all companies and organizations and could cause computer applications and systems to fail or create erroneous results for any transaction with a date of January 1, 2000 or later. As a result, many companies must undertake major projects to address the year 2000 issue and each company's costs and uncertainties will depend on a number of factors, including its software and hardware and the nature of the industry. Companies must also coordinate with other entities with which they electronically interact, including investment advisers, brokers, transfer agents, customers, creditors and other financial services institutions. In 1988, Alpine's ultimate parent company, Hartford Financial Services Group, Inc. ("Hartford"), recognized the importance of the year 2000 problem and the potential material adverse consequences it could have on its business and clients. By 1990, Hartford was addressing this problem with the aim of making its computer systems Year 2000 compliant by December 31, 1998. Hartford has replaced many of its older systems with new, state-of-the-art systems that are Year 2000 compliant. Currently, many of its legacy systems are already processing "2000" dates. Costs associated with these changes have been expensed by the company annually as they are incurred to avoid a significant financial impact to the company in any one year or in the future. Such amounts have not been and are not expected to be material to the company's business, operations or financial condition. Alpine, (through Hartford), is monitoring how other companies with which it does business are responding to the year 2000 problem through surveys, regular mailings. In addition, it is in the process of developing a comprehensive contingency plan. This plan will be fundamental if Alpine or a company with which it conducts business experiences year 2000 difficulties after December 31, 1999. The failure by Alpine or one its suppliers of financial services to achieve timely and complete compliance could have a material adverse effect on Alpine's ability to conduct its business, including its ability to accurately and timely respond to customers' surrender and annuitization requests. 48 EXPERTS ------- The audited financial statements and financial statement schedules included in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The principal business address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103. The hypothetical Policy illustrations included in this Prospectus and the registration statement with respect to the Separate Account have been approved by Michael Winterfield, FSA, MAAA, Assistant Vice President and Director, Individual Annuity Product Management, for Alpine, and are included in reliance upon his opinion as to their reasonableness. REGISTRATION STATEMENT ---------------------- A registration statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933 as amended. This Prospectus does not contain all information set forth in the registration statement, its amendments and exhibits, to all of which reference is made for further information concerning the Separate Account, the Funds, Alpine, and the Policies. 49 APPENDIX A SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK If the Policy is purchased in the State of New York, the following provisions of the Prospectus are amended as follows: In the Special Terms subsection of the Prospectus, the definition of Account Value is deleted and the following definition is substituted: Account Value: The current value of Accumulation Units plus the value of the Loan Account under the Policy. In the case of a Policy Owner who purchases the Policy in the State of New York (the "New York Policy Owner") and who elects to transfer into the Fixed Account, Account Value is the current value of the Fixed Account plus the value of the Loan Account under the Policy. The following definition is added: Fixed Account: Part of the General Account of Alpine to which a New York Policy Owner may allocate the entire Account Value. The definition of Loan Account is deleted and the following definition is substituted: Loan Account: An account in Alpine's General Account, established for any amounts transferred from the Sub-Accounts or, if a New York Policy Owner, from the Fixed Account for requested loans. The Loan Account credits a fixed rate of interest of 4% per annum that is not based on the investment experience of the Separate Account. The following is added to the Prospectus as a separate section following the section entitled "The Separate Account": THE FIXED ACCOUNT THAT PORTION OF THE POLICY RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT THE 50 FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF DISCLOSURE. Under the circumstances described under the heading "Transfer of Entire Account Value to the Fixed Account," New York Policy Owners may transfer no less than the entire Account Value to the Fixed Account. Account Value transferred to the Fixed Account becomes part of the general assets of Alpine. Alpine invests the assets of the General Account in accordance with applicable laws governing the investment of insurance company general accounts. Alpine currently credits interest to the Account Value transferred to the Fixed Account under the Policy at the Minimum Credited Rate of 3% per year, compounded annually. Alpine reserves the right to credit a lower minimum interest rate according to state law. Alpine may also credit interest at rates greater than the minimum Fixed Account interest rate. There is no specific formula for determining the interest credited to the Account Value in the Fixed Account. The following language is added to the section of the Prospectus entitled "Deductions and Charges - - Administrative Charges": No Administrative Charge is deducted from Account Value in the Fixed Account. The following language is added to the section of the Prospectus entitled "Deductions and Charges - - Mortality and Expense Risk Charge": No Mortality and Expense Risk Charge is deducted from Account Value in the Fixed Account. The following separate sections are added to the section of the Prospectus entitled "Policy Benefits": TRANSFER OF ENTIRE ACCOUNT VALUE TO THE FIXED ACCOUNT New York Policy Owners may transfer no less than the entire Account Value into the Fixed Account under the following circumstances: (i) during the first 18 months following the Date of Issue, (ii) within 30 days following a Policy Anniversary, or (iii) within 60 days following the effective date of a material change in the investment policy of the Separate Account which the New York Policy Owner objects to. A TRANSFER TO THE FIXED ACCOUNT MUST BE FOR THE ENTIRE ACCOUNT VALUE AND ONCE THE ACCOUNT VALUE HAS BEEN TRANSFERRED TO THE FIXED ACCOUNT, IT MAY NOT, UNDER ANY CIRCUMSTANCES, BE TRANSFERRED BACK TO THE SEPARATE ACCOUNT. 51 For New York Policy Owners who elect to invest in the Fixed Account, Alpine will transfer the entire Account Value from the Separate Account to the Fixed Account on the Monthly Activity Date next following the date on which Alpine received the transfer request. The Account Value in the Fixed Account on the date of transfer equals the entire Account Value; plus the value of the Loan Account; minus the Monthly Deduction Amount applicable to the Fixed Account and minus the Annual Maintenance Fee, if applicable. On each subsequent Monthly Activity Date, the Account Value in the Fixed Account equals the Account Value on the previous Monthly Activity Date; plus any premiums received since the last Monthly Activity Date; plus interest credited since the last Monthly Activity Date; minus the Monthly Deduction Amount applicable to the Fixed Account; minus any partial surrenders taken since the last Monthly Activity Date and minus any Surrender Charges deducted since the last Monthly Deduction Date. On each Valuation Date (other than a Monthly Activity Date), the Account Value of the Fixed Account equals the Account Value on the previous Monthly Activity Date; plus any premiums received since the last Monthly Activity Date; plus any interest credited since the last Monthly Activity Date; minus any partial surrenders taken since the last Monthly Activity Date and minus any Surrender Charges deducted since the last Monthly Activity Date. DEFERRED PAYMENTS Alpine reserves the right to defer payment of any Cash Surrender Values and loan amounts which are attributable to the Fixed Account for up to six months from the date of request. If payment is deferred for more than ten days, Alpine will pay interest at the Fixed Account Minimum Credited Interest Rate. 52 APPENDIX B ILLUSTRATIONS OF BENEFITS ------------------------- The tables in Appendix B illustrate the way in which a Policy operates. They show how the death benefit and surrender value could vary over an extended period of time assuming hypothetical gross rates of return equal to constant after tax annual rates of 0%, 6% and 12%. The tables are based on an initial premium of $10,000. A male age 45, a female age 55 and a male age 65 with Face Amounts of $44,053, $34,014 and $20,001, respectively, are illustrated for the single life preferred Policy for both Policy Owner Option 1 and Policy Owner Option 2. The illustrations for the last survivor preferred Policy assume male and female of equal ages, including age 55 and 65 for Face Amounts of $45,872 and $28,491. The death benefit and surrender value for a Policy would be different from those shown if the rates of return averaged 0%, 6% and 12% over a period of years, but also fluctuated above or below those averages for individual Policy Years. They would also differ if any Policy loan were made during the period of time illustrated. The tables reflect the deductions of current Policy charges for Policy Owner Option 1 and Policy Owner Option 2 and guaranteed Policy charges for a single gross interest rate. The death benefits and surrender values would change if the current cost of insurance charges change. The amounts shown for the death benefit and surrender value as of the end of each Policy Year take into account an average daily charge equal to an annual charge of 0.60% of the average daily net assets of the Funds for investment advisory and administrative services fees. The gross annual investment return rates of 0%, 6% and 12% on the Fund's assets are equal to net annual investment return rates (net of the annual charge of 0.60% described above) of -0.60%, 5.40% and 11.40%, respectively. The hypothetical returns shown in the tables are without any tax charges that may be attributable to the Separate Account in the future. In order to produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax charges (see "Deductions and Charges -- Taxes Charged Against the Separate Account"). The "Premium Paid Plus Interest" column of each table shows the amount which would accumulate if the initial premium was invested to earn interest, after taxes of 5% per year, compounded annually. Alpine will furnish upon request, a comparable illustration reflecting the proposed Insureds age, risk classification, Face Amount or initial premium requested, and reflecting guaranteed cost of insurance rates. Alpine will also furnish an additional similar illustration reflecting current cost of insurance rates which may be less than, but never greater than, the guaranteed cost of insurance rates. 53 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 45 MALE PREFERRED INITIAL FACE AMOUNT: $44,053 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,897 9,872 44,053 10,816 9,792 44,053 2 11,025 11,843 10,826 44,053 11,669 10,655 44,053 3 11,576 12,872 11,867 44,053 12,596 11,596 44,053 4 12,155 13,995 13,155 44,053 13,605 12,771 44,053 5 12,763 15,218 14,398 44,053 14,704 13,890 44,053 6 13,401 16,551 15,955 44,053 15,900 15,311 44,053 7 14,071 18,003 17,438 44,053 17,204 16,645 44,053 8 14,775 19,586 19,258 44,053 18,625 18,302 44,053 9 15,513 21,311 21,028 44,053 20,176 19,896 44,053 10 16,289 23,191 23,161 44,053 21,870 21,840 44,053 11 17,103 25,442 25,412 44,053 23,917 23,887 44,053 12 17,959 27,915 27,885 44,053 26,182 26,152 44,053 13 18,856 30,641 30,611 44,053 28,695 28,665 44,053 14 19,799 33,663 33,633 46,454 31,490 31,460 44,053 15 20,789 36,997 36,967 49,575 34,598 34,568 46,360 16 21,829 40,670 40,640 52,870 38,030 38,000 49,439 17 22,920 44,704 44,674 57,220 41,801 41,771 53,504 18 24,066 49,134 49,104 61,908 45,941 45,911 57,885 19 25,270 53,999 53,999 66,959 50,488 50,488 62,605 20 26,533 59,377 59,377 72,439 55,516 55,516 67,729 25 33,864 95,181 95,181 110,409 88,983 88,983 103,220 35 55,160 244,173 244,173 258,822 228,122 228,122 241,809 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 54 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 45 MALE PREFERRED INITIAL FACE AMOUNT: $44,053 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,310 9,298 44,053 10,228 9,218 44,053 2 11,025 10,600 9,608 44,053 10,423 9,434 44,053 3 11,576 10,898 9,927 44,053 10,613 9,647 44,053 4 12,155 11,205 10,407 44,053 10,797 10,005 44,053 5 12,763 11,522 10,748 44,053 10,973 10,206 44,053 6 13,401 11,848 11,300 44,053 11,140 10,599 44,053 7 14,071 12,185 11,664 44,053 11,295 10,780 44,053 8 14,775 12,533 12,240 44,053 11,434 11,147 44,053 9 15,513 12,891 12,628 44,053 11,553 11,295 44,053 10 16,289 13,260 13,230 44,053 11,650 11,620 44,053 11 17,103 13,750 13,720 44,053 11,815 11,785 44,053 12 17,959 14,260 14,230 44,053 11,955 11,925 44,053 13 18,856 14,790 14,760 44,053 12,066 12,036 44,053 14 19,799 15,340 15,310 44,053 12,143 12,113 44,053 15 20,789 15,913 15,883 44,053 12,178 12,148 44,053 16 21,829 16,507 16,477 44,053 12,165 12,135 44,053 17 22,920 17,125 17,095 44,053 12,095 12,065 44,053 18 24,066 17,768 17,738 44,053 11,953 11,923 44,053 19 25,270 18,436 18,406 44,053 11,727 11,697 44,053 20 26,533 19,130 19,100 44,053 11,402 11,372 44,053 25 33,864 23,031 23,001 44,053 7,575 7,545 44,053 35 55,160 33,502 33,472 44,053 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 55 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 45 MALE PREFERRED INITIAL FACE AMOUNT: $44,053 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,724 8,745 44,053 9,641 8,671 44,053 2 11,025 9,425 8,500 44,053 9,247 8,338 44,053 3 11,576 9,136 8,261 44,053 8,846 7,998 44,053 4 12,155 8,854 8,160 44,053 8,437 7,774 44,053 5 12,763 8,580 7,928 44,053 8,019 7,407 44,053 6 13,401 8,313 7,868 44,053 7,588 7,179 44,053 7 14,071 8,054 7,642 44,053 7,143 6,774 44,053 8 14,775 7,802 7,577 44,053 6,680 6,483 44,053 9 15,513 7,557 7,357 44,053 6,193 6,024 44,053 10 16,289 7,319 7,289 44,053 5,681 5,651 44,053 11 17,103 7,145 7,115 44,053 5,181 5,151 44,053 12 17,959 6,974 6,944 44,053 4,641 4,611 44,053 13 18,856 6,806 6,776 44,053 4,059 4,029 44,053 14 19,799 6,641 6,611 44,053 3,428 3,398 44,053 15 20,789 6,480 6,450 44,053 2,739 2,709 44,053 16 21,829 6,322 6,292 44,053 1,985 1,955 44,053 17 22,920 6,168 6,138 44,053 1,155 1,125 44,053 18 24,066 6,016 5,986 44,053 235 205 44,053 19 25,270 5,867 5,837 44,053 -- -- -- 20 26,533 5,721 5,691 44,053 -- -- -- 25 33,864 5,035 5,005 44,053 -- -- -- 35 55,160 3,852 3,822 44,053 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 56 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 45 MALE PREFERRED INITIAL FACE AMOUNT: $44,053 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,530 9,750 44,053 10,443 9,663 44,053 2 11,025 11,517 10,737 44,053 11,333 10,553 44,053 3 11,576 12,599 11,819 44,053 12,307 11,527 44,053 4 12,155 13,787 13,157 44,053 13,373 12,743 44,053 5 12,763 15,089 14,459 44,053 14,543 13,913 44,053 6 13,401 16,517 16,087 44,053 15,827 15,397 44,053 7 14,071 18,084 17,654 44,053 17,235 16,805 44,053 8 14,775 19,803 19,573 44,053 18,783 18,553 44,053 9 15,513 21,688 21,458 44,053 20,485 20,255 44,053 10 16,289 23,756 23,726 44,053 22,358 22,328 44,053 11 17,103 26,063 26,033 44,053 24,462 24,432 44,053 12 17,959 28,598 28,568 44,053 26,792 26,762 44,053 13 18,856 31,400 31,370 44,588 29,377 29,347 44,053 14 19,799 34,504 34,474 47,614 32,255 32,225 44,511 15 20,789 37,922 37,892 50,814 35,446 35,416 47,497 16 21,829 41,687 41,657 54,193 38,963 38,933 50,652 17 22,920 45,823 45,793 58,653 42,827 42,797 54,818 18 24,066 50,365 50,365 63,460 47,070 47,040 59,307 19 25,270 55,386 55,386 68,679 51,729 51,729 64,144 20 26,533 60,902 60,902 74,300 56,881 56,881 69,394 25 33,864 97,625 97,625 113,245 91,170 91,170 105,757 35 55,160 250,445 250,445 265,471 233,729 233,729 247,753 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 57 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 45 MALE PREFERRED INITIAL FACE AMOUNT: $44,053 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,963 9,185 44,053 9,876 9,105 44,053 2 11,025 10,308 9,528 44,053 10,122 9,342 44,053 3 11,576 10,666 9,886 44,053 10,367 9,587 44,053 4 12,155 11,038 10,408 44,053 10,610 9,980 44,053 5 12,763 11,424 10,794 44,053 10,849 10,219 44,053 6 13,401 11,824 11,394 44,053 11,084 10,654 44,053 7 14,071 12,240 11,810 44,053 11,310 10,880 44,053 8 14,775 12,671 12,441 44,053 11,526 11,296 44,053 9 15,513 13,118 12,888 44,053 11,727 11,497 44,053 10 16,289 13,583 13,553 44,053 11,911 11,881 44,053 11 17,103 14,086 14,056 44,053 12,091 12,061 44,053 12 17,959 14,609 14,579 44,053 12,246 12,216 44,053 13 18,856 15,152 15,122 44,053 12,375 12,345 44,053 14 19,799 15,717 15,687 44,053 12,470 12,440 44,053 15 20,789 16,304 16,274 44,053 12,526 12,496 44,053 16 21,829 16,914 16,884 44,053 12,535 12,505 44,053 17 22,920 17,549 17,519 44,053 12,489 12,459 44,053 18 24,066 18,208 18,178 44,053 12,374 12,344 44,053 19 25,270 18,893 18,863 44,053 12,178 12,148 44,053 20 26,533 19,605 19,575 44,053 11,885 11,855 44,053 25 33,864 23,607 23,577 44,053 8,293 8,263 44,053 35 55,160 34,349 34,319 44,053 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 58 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 45 MALE PREFERRED INITIAL FACE AMOUNT: $44,053 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,396 8,661 44,053 9,309 8,581 44,053 2 11,025 9,166 8,449 44,053 8,979 8,275 44,053 3 11,576 8,941 8,241 44,053 8,639 7,961 44,053 4 12,155 8,722 8,168 44,053 8,288 7,761 44,053 5 12,763 8,506 7,966 44,053 7,925 7,419 44,053 6 13,401 8,296 7,934 44,053 7,546 7,214 44,053 7 14,071 8,090 7,736 44,053 7,149 6,833 44,053 8 14,775 7,888 7,700 44,053 6,730 6,565 44,053 9 15,513 7,691 7,507 44,053 6,285 6,129 44,053 10 16,289 7,497 7,467 44,053 5,810 5,780 44,053 11 17,103 7,319 7,289 44,053 5,310 5,280 44,053 12 17,959 7,145 7,115 44,053 4,770 4,740 44,053 13 18,856 6,974 6,944 44,053 4,188 4,158 44,053 14 19,799 6,806 6,776 44,053 3,556 3,526 44,053 15 20,789 6,642 6,612 44,053 2,868 2,838 44,053 16 21,829 6,481 6,451 44,053 2,114 2,084 44,053 17 22,920 6,323 6,293 44,053 1,285 1,255 44,053 18 24,066 6,168 6,138 44,053 366 336 44,053 19 25,270 6,016 5,986 44,053 -- -- -- 20 26,533 5,867 5,837 44,053 -- -- -- 25 33,864 5,167 5,137 44,053 -- -- -- 35 55,160 3,960 3,930 44,053 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 59 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $34,014 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,897 9,872 34,014 10,770 9,748 34,014 2 11,025 11,843 10,826 34,014 11,575 10,563 34,014 3 11,576 12,872 11,867 34,014 12,452 11,454 34,014 4 12,155 13,995 13,155 34,014 13,410 12,579 34,014 5 12,763 15,218 14,398 34,014 14,458 13,647 34,014 6 13,401 16,551 15,955 34,014 15,603 15,017 34,014 7 14,071 18,003 17,438 34,014 16,857 16,300 34,014 8 14,775 19,586 19,258 34,014 18,228 17,906 34,014 9 15,513 21,311 21,028 34,014 19,729 19,449 34,014 10 16,289 23,191 23,161 34,014 21,376 21,346 34,014 11 17,103 25,443 25,413 34,014 23,380 23,350 34,014 12 17,959 27,944 27,914 34,014 25,617 25,587 34,014 13 18,856 30,739 30,709 36,272 28,126 28,096 34,014 14 19,799 33,820 33,790 39,569 30,935 30,905 36,194 15 20,789 37,209 37,179 43,162 34,033 34,003 39,478 16 21,829 40,937 40,907 47,077 37,439 37,409 43,055 17 22,920 45,049 45,019 50,905 41,197 41,167 46,552 18 24,066 49,587 49,557 55,042 45,345 45,315 50,332 19 25,270 54,603 54,603 59,517 49,928 49,898 54,421 20 26,533 60,135 60,135 65,546 54,953 54,953 59,899 25 33,864 97,305 97,305 103,143 88,921 88,921 94,256 35 55,160 250,325 250,325 262,841 225,387 225,387 236,656 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 60 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $34,014 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,310 9,298 34,014 10,183 9,174 34,014 2 11,025 10,600 9,608 34,014 10,330 9,343 34,014 3 11,576 10,898 9,927 34,014 10,469 9,506 34,014 4 12,155 11,205 10,407 34,014 10,602 9,813 34,014 5 12,763 11,522 10,748 34,014 10,726 9,962 34,014 6 13,401 11,848 11,300 34,014 10,838 10,299 34,014 7 14,071 12,185 11,664 34,014 10,933 10,421 34,014 8 14,775 12,533 12,240 34,014 11,006 10,721 34,014 9 15,513 12,891 12,628 34,014 11,049 10,792 34,014 10 16,289 13,260 13,230 34,014 11,057 11,027 34,014 11 17,103 13,750 13,720 34,014 11,117 11,087 34,014 12 17,959 14,260 14,230 34,014 11,138 11,108 34,014 13 18,856 14,790 14,760 34,014 11,117 11,087 34,014 14 19,799 15,340 15,310 34,014 11,051 11,021 34,014 15 20,789 15,913 15,883 34,014 10,929 10,899 34,014 16 21,829 16,507 16,477 34,014 10,741 10,711 34,014 17 22,920 17,125 17,095 34,014 10,465 10,435 34,014 18 24,066 17,768 17,738 34,014 10,077 10,047 34,014 19 25,270 18,436 18,406 34,014 9,546 9,516 34,014 20 26,533 19,130 19,100 34,014 8,839 8,809 34,014 25 33,864 23,031 23,001 34,014 937 907 34,014 35 55,160 33,502 33,472 35,177 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 61 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $34,014 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,724 8,745 34,014 9,597 8,631 34,014 2 11,025 9,425 8,500 34,014 9,155 8,255 34,014 3 11,576 9,136 8,261 34,014 8,705 7,870 34,014 4 12,155 8,854 8,160 34,014 8,246 7,598 34,014 5 12,763 8,580 7,928 34,014 7,777 7,183 34,014 6 13,401 8,313 7,868 34,014 7,292 6,898 34,014 7 14,071 8,054 7,642 34,014 6,788 6,436 34,014 8 14,775 7,802 7,577 34,014 6,258 6,071 34,014 9 15,513 7,557 7,357 34,014 5,692 5,534 34,014 10 16,289 7,319 7,289 34,014 5,085 5,055 34,014 11 17,103 7,145 7,115 34,014 4,470 4,440 34,014 12 17,959 6,974 6,944 34,014 3,799 3,769 34,014 13 18,856 6,806 6,776 34,014 3,068 3,038 34,014 14 19,799 6,641 6,611 34,014 2,273 2,243 34,014 15 20,789 6,480 6,450 34,014 1,402 1,372 34,014 16 21,829 6,322 6,292 34,014 440 410 34,014 17 22,920 6,168 6,138 34,014 -- -- -- 18 24,066 6,016 5,986 34,014 -- -- -- 19 25,270 5,867 5,837 34,014 -- -- -- 20 26,533 5,721 5,691 34,014 -- -- -- 25 33,864 5,035 5,005 34,014 -- -- -- 35 55,160 3,852 3,822 34,014 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 62 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $34,014 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,530 9,750 34,014 10,396 9,616 34,014 2 11,025 11,517 10,737 34,014 11,235 10,455 34,014 3 11,576 12,599 11,819 34,014 12,156 11,376 34,014 4 12,155 13,787 13,157 34,014 13,169 12,539 34,014 5 12,763 15,089 14,459 34,014 14,284 13,654 34,014 6 13,401 16,517 16,087 34,014 15,513 15,083 34,014 7 14,071 18,084 17,654 34,014 16,867 16,437 34,014 8 14,775 19,803 19,573 34,014 18,359 18,129 34,014 9 15,513 21,688 21,458 34,014 20,007 19,777 34,014 10 16,289 23,756 23,726 34,014 21,830 21,800 34,014 11 17,103 26,068 26,038 34,014 23,890 23,860 34,014 12 17,959 28,648 28,618 34,091 26,193 26,163 34,014 13 18,856 31,520 31,490 37,193 28,776 28,746 34,014 14 19,799 34,680 34,650 40,575 31,657 31,627 37,038 15 20,789 38,156 38,126 44,261 34,827 34,797 40,399 16 21,829 41,980 41,950 48,276 38,314 38,284 44,061 17 22,920 46,197 46,167 52,202 42,160 42,130 47,641 18 24,066 50,852 50,852 56,446 46,406 46,376 51,510 19 25,270 56,030 56,030 61,072 51,097 51,097 55,696 20 26,533 61,706 61,706 67,259 56,274 56,274 61,338 25 33,864 99,848 99,848 105,838 91,058 91,058 96,521 35 55,160 256,866 256,866 269,709 230,803 230,803 242,343 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 63 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $34,014 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,963 9,185 34,014 9,830 9,062 34,014 2 11,025 10,308 9,528 34,014 10,026 9,246 34,014 3 11,576 10,666 9,886 34,014 10,218 9,438 34,014 4 12,155 11,038 10,408 34,014 10,408 9,778 34,014 5 12,763 11,424 10,794 34,014 10,592 9,962 34,014 6 13,401 11,824 11,394 34,014 10,768 10,338 34,014 7 14,071 12,240 11,810 34,014 10,932 10,502 34,014 8 14,775 12,671 12,441 34,014 11,078 10,848 34,014 9 15,513 13,118 12,888 34,014 11,200 10,970 34,014 10 16,289 13,583 13,553 34,014 11,291 11,261 34,014 11 17,103 14,086 14,056 34,014 11,366 11,336 34,014 12 17,959 14,609 14,579 34,014 11,403 11,373 34,014 13 18,856 15,152 15,122 34,014 11,401 11,371 34,014 14 19,799 15,717 15,687 34,014 11,355 11,325 34,014 15 20,789 16,304 16,274 34,014 11,256 11,226 34,014 16 21,829 16,914 16,884 34,014 11,092 11,062 34,014 17 22,920 17,549 17,519 34,014 10,844 10,814 34,014 18 24,066 18,208 18,178 34,014 10,487 10,457 34,014 19 25,270 18,893 18,863 34,014 9,993 9,963 34,014 20 26,533 19,605 19,575 34,014 9,326 9,296 34,014 25 33,864 23,607 23,577 34,014 1,772 1,742 34,014 35 55,160 34,349 34,319 36,066 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 64 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $34,014 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,396 8,661 34,014 9,263 8,538 34,014 2 11,025 9,166 8,449 34,014 8,884 8,188 34,014 3 11,576 8,941 8,241 34,014 8,494 7,827 34,014 4 12,155 8,722 8,168 34,014 8,091 7,576 34,014 5 12,763 8,506 7,966 34,014 7,674 7,184 34,014 6 13,401 8,296 7,934 34,014 7,239 6,920 34,014 7 14,071 8,090 7,736 34,014 6,781 6,480 34,014 8 14,775 7,888 7,700 34,014 6,293 6,137 34,014 9 15,513 7,691 7,507 34,014 5,766 5,621 34,014 10 16,289 7,497 7,467 34,014 5,194 5,164 34,014 11 17,103 7,319 7,289 34,014 4,580 4,550 34,014 12 17,959 7,145 7,115 34,014 3,909 3,879 34,014 13 18,856 6,974 6,944 34,014 3,179 3,149 34,014 14 19,799 6,806 6,776 34,014 2,385 2,355 34,014 15 20,789 6,642 6,612 34,014 1,516 1,486 34,014 16 21,829 6,481 6,451 34,014 555 525 34,014 17 22,920 6,323 6,293 34,014 -- -- -- 18 24,066 6,168 6,138 34,014 -- -- -- 19 25,270 6,016 5,986 34,014 -- -- -- 20 26,533 5,867 5,837 34,014 -- -- -- 25 33,864 5,167 5,137 34,014 -- -- -- 35 55,160 3,960 3,930 34,014 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 65 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 65 MALE PREFERRED INITIAL FACE AMOUNT: $20,001 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,897 9,872 20,001 10,684 9,664 20,001 2 11,025 11,843 10,826 20,001 11,394 10,386 20,001 3 11,576 12,872 11,867 20,001 12,169 11,176 20,001 4 12,155 13,995 13,155 20,001 13,020 12,195 20,001 5 12,763 15,218 14,398 20,001 13,963 13,158 20,001 6 13,401 16,551 15,955 20,001 15,014 14,434 20,001 7 14,071 18,003 17,438 20,343 16,197 15,645 20,001 8 14,775 19,592 19,264 21,747 17,541 17,224 20,001 9 15,513 21,336 21,053 23,256 19,080 18,802 20,796 10 16,289 23,223 23,193 25,313 20,764 20,734 22,632 11 17,103 25,486 25,456 27,525 22,783 22,753 24,605 12 17,959 27,979 27,949 29,937 25,008 24,978 26,758 13 18,856 30,702 30,672 32,850 27,437 27,407 29,357 14 19,799 33,705 33,675 35,727 30,117 30,087 31,923 15 20,789 36,992 36,962 39,211 33,043 33,013 35,026 16 21,829 40,618 40,588 42,649 36,279 36,249 38,093 17 22,920 44,586 44,556 46,815 39,812 39,782 41,802 18 24,066 48,945 48,915 51,392 43,663 43,633 45,846 19 25,270 53,734 53,734 56,420 47,854 47,824 50,247 20 26,533 59,026 59,026 61,977 52,410 52,410 55,030 25 33,864 94,418 94,418 99,138 81,777 81,777 85,866 35 55,160 241,783 241,783 244,201 203,041 203,041 205,071 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 66 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 65 MALE PREFERRED INITIAL FACE AMOUNT: $20,001 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,310 9,298 20,001 10,095 9,088 20,001 2 11,025 10,600 9,608 20,001 10,134 9,151 20,001 3 11,576 10,898 9,927 20,001 10,143 9,185 20,001 4 12,155 11,205 10,407 20,001 10,117 9,335 20,001 5 12,763 11,522 10,748 20,001 10,050 9,294 20,001 6 13,401 11,848 11,300 20,001 9,932 9,406 20,001 7 14,071 12,185 11,664 20,001 9,752 9,259 20,001 8 14,775 12,533 12,240 20,001 9,494 9,226 20,001 9 15,513 12,891 12,628 20,001 9,138 8,902 20,001 10 16,289 13,260 13,230 20,001 8,662 8,632 20,001 11 17,103 13,750 13,720 20,001 8,110 8,080 20,001 12 17,959 14,260 14,230 20,001 7,383 7,353 20,001 13 18,856 14,790 14,760 20,001 6,439 6,409 20,001 14 19,799 15,340 15,310 20,001 5,222 5,192 20,001 15 20,789 15,913 15,883 20,001 3,654 3,624 20,001 16 21,829 16,507 16,477 20,001 1,627 1,597 20,001 17 22,920 17,125 17,095 20,001 -- -- -- 18 24,066 17,768 17,738 20,001 -- -- -- 19 25,270 18,436 18,406 20,001 -- -- -- 20 26,533 19,130 19,100 20,086 -- -- -- 25 33,864 23,031 23,001 24,183 -- -- -- 35 55,160 33,530 33,500 33,865 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 67 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGE: 65 MALE PREFERRED INITIAL FACE AMOUNT: $20,001 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,724 8,745 20,001 9,505 8,549 20,001 2 11,025 9,425 8,500 20,001 8,946 8,066 20,001 3 11,576 9,136 8,261 20,001 8,345 7,543 20,001 4 12,155 8,854 8,160 20,001 7,694 7,087 20,001 5 12,763 8,580 7,928 20,001 6,985 6,449 20,001 6 13,401 8,313 7,868 20,001 6,204 5,863 20,001 7 14,071 8,054 7,642 20,001 5,332 5,049 20,001 8 14,775 7,802 7,577 20,001 4,347 4,209 20,001 9 15,513 7,557 7,357 20,001 3,222 3,120 20,001 10 16,289 7,319 7,289 20,001 1,925 1,895 20,001 11 17,103 7,145 7,115 20,001 428 398 20,001 12 17,959 6,974 6,944 20,001 -- -- 20,001 13 18,856 6,806 6,776 20,001 -- -- 20,001 14 19,799 6,641 6,611 20,001 -- -- 20,001 15 20,789 6,480 6,450 20,001 -- -- 20,001 16 21,829 6,322 6,292 20,001 -- -- 20,001 17 22,920 6,168 6,138 20,001 -- -- 20,001 18 24,066 6,016 5,986 20,001 -- -- 20,001 19 25,270 5,867 5,837 20,001 -- -- 20,001 20 26,533 5,721 5,691 20,001 -- -- 20,001 25 33,864 5,035 5,005 20,001 -- -- 20,001 35 55,160 3,852 3,822 20,001 -- -- 20,001 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 68 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 65 MALE PREFERRED INITIAL FACE AMOUNT: $20,001 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,530 9,750 20,001 10,302 9,522 20,001 2 11,025 11,517 10,737 20,001 11,035 10,255 20,001 3 11,576 12,599 11,819 20,001 11,841 11,061 20,001 4 12,155 13,787 13,157 20,001 12,732 12,102 20,001 5 12,763 15,089 14,459 20,001 13,724 13,094 20,001 6 13,401 16,517 16,087 20,001 14,840 14,410 20,001 7 14,071 18,084 17,654 20,435 16,104 15,674 20,001 8 14,775 19,809 19,579 21,988 17,551 17,321 20,001 9 15,513 21,714 21,484 23,667 19,216 18,986 20,945 10 16,289 23,789 23,759 25,930 21,049 21,019 22,943 11 17,103 26,108 26,078 28,196 23,097 23,067 24,944 12 17,959 28,662 28,632 30,668 25,353 25,323 27,127 13 18,856 31,452 31,422 33,653 27,816 27,786 29,762 14 19,799 34,530 34,500 36,601 30,534 30,504 32,365 15 20,789 37,898 37,868 40,171 33,501 33,471 35,511 16 21,829 41,614 41,584 43,694 36,782 36,752 38,621 17 22,920 45,680 45,650 47,964 40,364 40,334 42,382 18 24,066 50,147 50,147 52,654 44,269 44,239 46,482 19 25,270 55,086 55,086 57,840 48,519 48,489 50,945 20 26,533 60,513 60,513 63,538 53,139 53,139 55,795 25 33,864 96,795 96,795 101,634 82,914 82,914 87,060 35 55,160 247,871 247,871 250,349 205,864 205,864 207,922 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 69 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 65 MALE PREFERRED INITIAL FACE AMOUNT: $20,001 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,963 9,185 20,001 9,733 8,973 20,001 2 11,025 10,308 9,528 20,001 9,812 9,046 20,001 3 11,576 10,666 9,886 20,001 9,864 9,094 20,001 4 12,155 11,038 10,408 20,001 9,883 9,260 20,001 5 12,763 11,424 10,794 20,001 9,864 9,242 20,001 6 13,401 11,824 11,394 20,001 9,797 9,375 20,001 7 14,071 12,240 11,810 20,001 9,670 9,253 20,001 8 14,775 12,671 12,441 20,001 9,469 9,249 20,001 9 15,513 13,118 12,888 20,001 9,174 8,960 20,001 10 16,289 13,583 13,553 20,001 8,764 8,734 20,001 11 17,103 14,086 14,056 20,001 8,226 8,196 20,001 12 17,959 14,609 14,579 20,001 7,515 7,485 20,001 13 18,856 15,152 15,122 20,001 6,590 6,560 20,001 14 19,799 15,717 15,687 20,001 5,397 5,367 20,001 15 20,789 16,304 16,274 20,001 3,859 3,829 20,001 16 21,829 16,914 16,884 20,001 1,868 1,838 20,001 17 22,920 17,549 17,519 20,001 -- -- -- 18 24,066 18,208 18,178 20,001 -- -- -- 19 25,270 18,893 18,863 20,001 -- -- -- 20 26,533 19,605 19,575 20,584 -- -- -- 25 33,864 23,607 23,577 24,787 -- -- -- 35 55,160 34,378 34,348 34,721 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 70 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE SINGLE LIFE OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGE: 65 MALE PREFERRED INITIAL FACE AMOUNT: $20,001 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,396 8,661 20,001 9,164 8,447 20,001 2 11,025 9,166 8,449 20,001 8,659 7,980 20,001 3 11,576 8,941 8,241 20,001 8,110 7,471 20,001 4 12,155 8,722 8,168 20,001 7,507 7,027 20,001 5 12,763 8,506 7,966 20,001 6,841 6,401 20,001 6 13,401 8,296 7,934 20,001 6,099 5,825 20,001 7 14,071 8,090 7,736 20,001 5,261 5,021 20,001 8 14,775 7,888 7,700 20,001 4,306 4,190 20,001 9 15,513 7,691 7,507 20,001 3,205 3,111 20,001 10 16,289 7,497 7,467 20,001 1,923 1,893 20,001 11 17,103 7,319 7,289 20,001 427 397 20,001 12 17,959 7,145 7,115 20,001 -- -- -- 13 18,856 6,974 6,944 20,001 -- -- -- 14 19,799 6,806 6,776 20,001 -- -- -- 15 20,789 6,642 6,612 20,001 -- -- -- 16 21,829 6,481 6,451 20,001 -- -- -- 17 22,920 6,323 6,293 20,001 -- -- -- 18 24,066 6,168 6,138 20,001 -- -- -- 19 25,270 6,016 5,986 20,001 -- -- -- 20 26,533 5,867 5,837 20,001 -- -- -- 25 33,864 5,167 5,137 20,001 -- -- -- 35 55,160 3,960 3,930 20,001 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 71 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $45,872 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,965 9,939 45,872 10,965 9,939 45,872 2 11,025 11,985 10,965 45,872 11,985 10,965 45,872 3 11,576 13,095 12,086 45,872 13,095 12,086 45,872 4 12,155 14,304 13,459 45,872 14,304 13,459 45,872 5 12,763 15,620 14,795 45,872 15,620 14,795 45,872 6 13,401 17,053 16,453 45,872 17,053 16,453 45,872 7 14,071 18,612 18,043 45,872 18,612 18,043 45,872 8 14,775 20,309 19,978 45,872 20,309 19,978 45,872 9 15,513 22,155 21,870 45,872 22,155 21,870 45,872 10 16,289 24,164 24,134 45,872 24,164 24,134 45,872 11 17,103 26,566 26,536 45,872 26,566 26,536 45,872 12 17,959 29,211 29,181 45,872 29,211 29,181 45,872 13 18,856 32,130 32,100 45,872 32,130 32,100 45,872 14 19,799 35,362 35,332 45,872 35,362 35,332 45,872 15 20,789 38,952 38,922 45,872 38,952 38,922 45,872 16 21,829 42,939 42,909 49,380 42,939 42,909 49,380 17 22,920 47,337 47,307 53,490 47,337 47,307 53,490 18 24,066 52,186 52,186 57,926 52,186 52,186 57,926 19 25,270 57,570 57,570 62,750 57,570 57,570 62,750 20 26,533 63,480 63,480 69,193 63,480 63,480 69,193 25 33,864 103,143 103,143 109,331 103,143 103,143 109,331 35 55,160 268,360 268,360 281,778 261,693 261,693 274,777 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 72 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $45,872 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,375 9,361 45,872 10,375 9,361 45,872 2 11,025 10,726 9,731 45,872 10,726 9,731 45,872 3 11,576 11,082 10,108 45,872 11,082 10,108 45,872 4 12,155 11,442 10,640 45,872 11,442 10,640 45,872 5 12,763 11,804 11,027 45,872 11,804 11,027 45,872 6 13,401 12,167 11,615 45,872 12,167 11,615 45,872 7 14,071 12,532 12,008 45,872 12,526 12,002 45,872 8 14,775 12,910 12,615 45,872 12,880 12,585 45,872 9 15,513 13,299 13,036 45,872 13,222 12,959 45,872 10 16,289 13,702 13,672 45,872 13,547 13,517 45,872 11 17,103 14,231 14,201 45,872 13,961 13,931 45,872 12 17,959 14,782 14,752 45,872 14,354 14,324 45,872 13 18,856 15,355 15,325 45,872 14,720 14,690 45,872 14 19,799 15,952 15,922 45,872 15,049 15,019 45,872 15 20,789 16,573 16,543 45,872 15,333 15,303 45,872 16 21,829 17,220 17,190 45,872 15,558 15,528 45,872 17 22,920 17,893 17,863 45,872 15,706 15,676 45,872 18 24,066 18,593 18,563 45,872 15,753 15,723 45,872 19 25,270 19,322 19,292 45,872 15,669 15,639 45,872 20 26,533 20,081 20,051 45,872 15,419 15,389 45,872 25 33,864 24,368 24,338 45,872 9,959 9,929 45,872 35 55,160 36,008 35,978 45,872 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 73 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $45,872 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,784 8,800 45,872 9,784 8,800 45,872 2 11,025 9,537 8,601 45,872 9,537 8,601 45,872 3 11,576 9,286 8,397 45,872 9,286 8,397 45,872 4 12,155 9,031 8,323 45,872 9,031 8,323 45,872 5 12,763 8,768 8,103 45,872 8,768 8,103 45,872 6 13,401 8,509 8,054 45,872 8,496 8,042 45,872 7 14,071 8,257 7,835 45,872 8,212 7,792 45,872 8 14,775 8,012 7,782 45,872 7,910 7,682 45,872 9 15,513 7,773 7,568 45,872 7,584 7,384 45,872 10 16,289 7,540 7,510 45,872 7,229 7,199 45,872 11 17,103 7,372 7,342 45,872 6,893 6,863 45,872 12 17,959 7,207 7,177 45,872 6,509 6,479 45,872 13 18,856 7,046 7,016 45,872 6,067 6,037 45,872 14 19,799 6,887 6,857 45,872 5,559 5,529 45,872 15 20,789 6,731 6,701 45,872 4,969 4,939 45,872 16 21,829 6,578 6,548 45,872 4,282 4,252 45,872 17 22,920 6,428 6,398 45,872 3,472 3,442 45,872 18 24,066 6,280 6,250 45,872 2,506 2,476 45,872 19 25,270 6,135 6,105 45,872 1,344 1,314 45,872 20 26,533 5,993 5,963 45,872 -- -- -- 25 33,864 5,321 5,291 45,872 -- -- -- 35 55,160 4,150 4,120 45,872 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 74 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $45,872 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,595 9,815 45,872 10,595 9,815 45,872 2 11,025 11,654 10,874 45,872 11,654 10,874 45,872 3 11,576 12,816 12,036 45,872 12,816 12,036 45,872 4 12,155 14,089 13,459 45,872 14,089 13,459 45,872 5 12,763 15,485 14,855 45,872 15,485 14,855 45,872 6 13,401 17,015 16,585 45,872 17,015 16,585 45,872 7 14,071 18,692 18,262 45,872 18,692 18,262 45,872 8 14,775 20,530 20,300 45,872 20,530 20,300 45,872 9 15,513 22,545 22,315 45,872 22,545 22,315 45,872 10 16,289 24,755 24,725 45,872 24,755 24,725 45,872 11 17,103 27,223 27,193 45,872 27,223 27,193 45,872 12 17,959 29,942 29,912 45,872 29,942 29,912 45,872 13 18,856 32,945 32,915 45,872 32,945 32,915 45,872 14 19,799 36,273 36,243 45,872 36,273 36,243 45,872 15 20,789 39,971 39,941 46,366 39,971 39,941 46,366 16 21,829 44,066 44,036 50,675 44,066 44,036 50,675 17 22,920 48,580 48,550 54,894 48,580 48,550 54,894 18 24,066 53,557 53,557 59,447 53,557 53,557 59,447 19 25,270 59,082 59,082 64,399 59,082 59,082 64,399 20 26,533 65,148 65,148 71,010 65,148 65,148 71,010 25 33,864 105,853 105,853 112,204 105,853 105,853 112,204 35 55,160 275,411 275,411 289,181 268,568 268,568 281,995 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 75 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $45,872 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,025 9,245 45,872 10,025 9,245 45,872 2 11,025 10,430 9,650 45,872 10,430 9,650 45,872 3 11,576 10,845 10,065 45,872 10,845 10,065 45,872 4 12,155 11,269 10,639 45,872 11,269 10,639 45,872 5 12,763 11,701 11,071 45,872 11,701 11,071 45,872 6 13,401 12,138 11,708 45,872 12,138 11,708 45,872 7 14,071 12,585 12,155 45,872 12,579 12,149 45,872 8 14,775 13,048 12,818 45,872 13,019 12,789 45,872 9 15,513 13,531 13,301 45,872 13,455 13,225 45,872 10 16,289 14,032 14,002 45,872 13,881 13,851 45,872 11 17,103 14,574 14,544 45,872 14,312 14,282 45,872 12 17,959 15,139 15,109 45,872 14,724 14,694 45,872 13 18,856 15,727 15,697 45,872 15,109 15,079 45,872 14 19,799 16,339 16,309 45,872 15,461 15,431 45,872 15 20,789 16,976 16,946 45,872 15,769 15,739 45,872 16 21,829 17,639 17,609 45,872 16,021 15,991 45,872 17 22,920 18,329 18,299 45,872 16,199 16,169 45,872 18 24,066 19,048 19,018 45,872 16,279 16,249 45,872 19 25,270 19,795 19,765 45,872 16,234 16,204 45,872 20 26,533 20,574 20,544 45,872 16,028 15,998 45,872 25 33,864 24,970 24,940 45,872 10,942 10,912 45,872 35 55,160 36,906 36,876 45,872 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 76 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED INITIAL FACE AMOUNT: $45,872 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,454 8,715 45,872 9,454 8,715 45,872 2 11,025 9,274 8,548 45,872 9,274 8,548 45,872 3 11,576 9,087 8,376 45,872 9,087 8,376 45,872 4 12,155 8,894 8,330 45,872 8,894 8,330 45,872 5 12,763 8,691 8,140 45,872 8,691 8,140 45,872 6 13,401 8,489 8,120 45,872 8,476 8,107 45,872 7 14,071 8,291 7,930 45,872 8,245 7,886 45,872 8 14,775 8,098 7,906 45,872 7,995 7,805 45,872 9 15,513 7,908 7,720 45,872 7,719 7,534 45,872 10 16,289 7,721 7,691 45,872 7,410 7,380 45,872 11 17,103 7,550 7,520 45,872 7,073 7,043 45,872 12 17,959 7,382 7,352 45,872 6,687 6,657 45,872 13 18,856 7,217 7,187 45,872 6,245 6,215 45,872 14 19,799 7,055 7,025 45,872 5,735 5,705 45,872 15 20,789 6,896 6,866 45,872 5,146 5,116 45,872 16 21,829 6,740 6,710 45,872 4,458 4,428 45,872 17 22,920 6,587 6,557 45,872 3,649 3,619 45,872 18 24,066 6,437 6,407 45,872 2,684 2,654 45,872 19 25,270 6,289 6,259 45,872 1,524 1,494 45,872 20 26,533 6,144 6,114 45,872 122 92 45,872 25 33,864 5,459 5,429 45,872 -- -- -- 35 55,160 4,264 4,234 45,872 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 77 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED INITIAL FACE AMOUNT: $28,491 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,959 9,933 28,491 10,959 9,933 28,491 2 11,025 11,958 10,939 28,491 11,958 10,939 28,491 3 11,576 13,032 12,024 28,491 13,032 12,024 28,491 4 12,155 14,190 13,347 28,491 14,187 13,344 28,491 5 12,763 15,454 14,631 28,491 15,431 14,608 28,491 6 13,401 16,833 16,235 28,491 16,774 16,176 28,491 7 14,071 18,339 17,771 28,491 18,227 17,660 28,491 8 14,775 19,982 19,652 28,491 19,804 19,475 28,491 9 15,513 21,775 21,490 28,491 21,525 21,241 28,491 10 16,289 23,732 23,702 28,491 23,417 23,387 28,491 11 17,103 26,092 26,062 28,491 25,726 25,696 28,491 12 17,959 28,737 28,707 30,748 28,328 28,298 30,310 13 18,856 31,641 31,611 33,855 31,190 31,160 33,373 14 19,799 34,839 34,809 36,929 34,343 34,313 36,403 15 20,789 38,344 38,314 40,644 37,796 37,766 40,064 16 21,829 42,208 42,178 44,318 41,605 41,575 43,685 17 22,920 46,437 46,407 48,758 45,773 45,743 48,061 18 24,066 51,058 51,058 53,610 50,328 50,328 52,844 19 25,270 56,172 56,172 58,980 55,329 55,329 58,095 20 26,533 61,798 61,798 64,887 60,777 60,777 63,815 25 33,864 99,595 99,595 104,575 95,804 95,804 100,594 35 55,160 258,688 258,688 261,274 238,971 238,971 241,361 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 78 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED INITIAL FACE AMOUNT: $28,491 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,368 9,355 28,491 10,368 9,355 28,491 2 11,025 10,699 9,705 28,491 10,699 9,705 28,491 3 11,576 11,017 10,044 28,491 11,017 10,044 28,491 4 12,155 11,345 10,545 28,491 11,319 10,519 28,491 5 12,763 11,684 10,908 28,491 11,599 10,824 28,491 6 13,401 12,034 11,483 28,491 11,851 11,302 28,491 7 14,071 12,395 11,872 28,491 12,066 11,545 28,491 8 14,775 12,768 12,474 28,491 12,233 11,942 28,491 9 15,513 13,153 12,890 28,491 12,339 12,078 28,491 10 16,289 13,551 13,521 28,491 12,365 12,335 28,491 11 17,103 14,074 14,044 28,491 12,397 12,367 28,491 12 17,959 14,618 14,588 28,491 12,319 12,289 28,491 13 18,856 15,185 15,155 28,491 12,106 12,076 28,491 14 19,799 15,774 15,744 28,491 11,728 11,698 28,491 15 20,789 16,388 16,358 28,491 11,145 11,115 28,491 16 21,829 17,027 16,997 28,491 10,299 10,269 28,491 17 22,920 17,693 17,663 28,491 9,109 9,079 28,491 18 24,066 18,385 18,355 28,491 7,460 7,430 28,491 19 25,270 19,106 19,076 28,491 5,195 5,165 28,491 20 26,533 19,856 19,826 28,491 2,092 2,062 28,491 25 33,864 24,093 24,063 28,491 -- -- -- 35 55,160 35,596 35,566 35,952 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 79 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 1 $10,000 INITIAL PREMIUM ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED INITIAL FACE AMOUNT: $28,491 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,778 8,795 28,491 9,778 8,795 28,491 2 11,025 9,510 8,576 28,491 9,510 8,576 28,491 3 11,576 9,231 8,347 28,491 9,220 8,337 28,491 4 12,155 8,960 8,258 28,491 8,904 8,206 28,491 5 12,763 8,696 8,036 28,491 8,554 7,904 28,491 6 13,401 8,439 7,987 28,491 8,163 7,724 28,491 7 14,071 8,189 7,770 28,491 7,717 7,321 28,491 8 14,775 7,945 7,717 28,491 7,203 6,993 28,491 9 15,513 7,708 7,505 28,491 6,601 6,422 28,491 10 16,289 7,477 7,447 28,491 5,887 5,857 28,491 11 17,103 7,310 7,280 28,491 5,078 5,048 28,491 12 17,959 7,147 7,117 28,491 4,094 4,064 28,491 13 18,856 6,986 6,956 28,491 2,896 2,866 28,491 14 19,799 6,828 6,798 28,491 1,438 1,408 28,491 15 20,789 6,673 6,643 28,491 -- -- -- 16 21,829 6,521 6,491 28,491 -- -- -- 17 22,920 6,372 6,342 28,491 -- -- -- 18 24,066 6,226 6,196 28,491 -- -- -- 19 25,270 6,082 6,052 28,491 -- -- -- 20 26,533 5,941 5,911 28,491 -- -- -- 25 33,864 5,273 5,243 28,491 -- -- -- 35 55,160 4,110 4,080 28,491 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 80 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED INITIAL FACE AMOUNT: $28,491 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,589 9,809 28,491 10,589 9,809 28,491 2 11,025 11,627 10,847 28,491 11,627 10,847 28,491 3 11,576 12,750 11,970 28,491 12,750 11,970 28,491 4 12,155 13,973 13,343 28,491 13,968 13,338 28,491 5 12,763 15,317 14,687 28,491 15,289 14,659 28,491 6 13,401 16,793 16,363 28,491 16,726 16,296 28,491 7 14,071 18,414 17,984 28,491 18,294 17,864 28,491 8 14,775 20,195 19,965 28,491 20,010 19,780 28,491 9 15,513 22,151 21,921 28,491 21,899 21,669 28,491 10 16,289 24,301 24,271 28,491 23,995 23,965 28,491 11 17,103 26,735 26,705 28,873 26,385 26,355 28,495 12 17,959 29,450 29,420 31,511 29,063 29,033 31,097 13 18,856 32,427 32,397 34,696 32,000 31,970 34,239 14 19,799 35,706 35,676 37,848 35,236 35,206 37,349 15 20,789 39,298 39,268 41,655 38,780 38,750 41,106 16 21,829 43,259 43,229 45,421 42,688 42,658 44,822 17 22,920 47,594 47,564 49,973 46,966 46,936 49,314 18 24,066 52,331 52,331 54,947 51,640 51,640 54,222 19 25,270 57,573 57,573 60,451 56,772 56,772 59,610 20 26,533 63,339 63,339 66,505 62,362 62,362 65,480 25 33,864 102,079 102,079 107,183 98,303 98,303 103,217 35 55,160 265,140 265,140 267,790 245,203 245,203 247,655 * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 81 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED INITIAL FACE AMOUNT: $28,491 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 10,018 9,238 28,491 10,018 9,238 28,491 2 11,025 10,402 9,622 28,491 10,402 9,622 28,491 3 11,576 10,780 10,000 28,491 10,779 9,999 28,491 4 12,155 11,173 10,543 28,491 11,143 10,513 28,491 5 12,763 11,581 10,951 28,491 11,490 10,860 28,491 6 13,401 12,006 11,576 28,491 11,814 11,384 28,491 7 14,071 12,447 12,017 28,491 12,108 11,678 28,491 8 14,775 12,905 12,675 28,491 12,359 12,129 28,491 9 15,513 13,382 13,152 28,491 12,555 12,325 28,491 10 16,289 13,877 13,847 28,491 12,680 12,650 28,491 11 17,103 14,413 14,383 28,491 12,737 12,707 28,491 12 17,959 14,972 14,942 28,491 12,688 12,658 28,491 13 18,856 15,553 15,523 28,491 12,509 12,479 28,491 14 19,799 16,158 16,128 28,491 12,173 12,143 28,491 15 20,789 16,787 16,757 28,491 11,641 11,611 28,491 16 21,829 17,442 17,412 28,491 10,856 10,826 28,491 17 22,920 18,125 18,095 28,491 9,743 9,713 28,491 18 24,066 18,835 18,805 28,491 8,193 8,163 28,491 19 25,270 19,574 19,544 28,491 6,054 6,024 28,491 20 26,533 20,343 20,313 28,491 3,115 3,085 28,491 25 33,864 24,688 24,658 28,491 -- -- -- 35 55,160 36,485 36,455 36,849 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 82 - -------------------------------------------------------------------------------- MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE LAST SURVIVOR OPTION POLICY OWNER OPTION: 2 $10,000 INITIAL PREMIUM ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED INITIAL FACE AMOUNT: $28,491 ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET) CURRENT CHARGES* GUARANTEED CHARGES** PREMIUMS ------------------------------------ ------------------------------------ END OF ACCUMULATED CASH CASH POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT ------- ---------------- ----------- --------- ---------- ----------- --------- ---------- 1 10,500 9,448 8,709 28,491 9,448 8,709 28,491 2 11,025 9,246 8,522 28,491 9,246 8,522 28,491 3 11,576 9,033 8,326 28,491 9,020 8,313 28,491 4 12,155 8,825 8,265 28,491 8,764 8,208 28,491 5 12,763 8,620 8,073 28,491 8,472 7,934 28,491 6 13,401 8,420 8,053 28,491 8,135 7,780 28,491 7 14,071 8,223 7,864 28,491 7,742 7,402 28,491 8 14,775 8,031 7,840 28,491 7,276 7,101 28,491 9 15,513 7,842 7,655 28,491 6,719 6,555 28,491 10 16,289 7,657 7,627 28,491 6,047 6,017 28,491 11 17,103 7,487 7,457 28,491 5,241 5,211 28,491 12 17,959 7,320 7,290 28,491 4,261 4,231 28,491 13 18,856 7,157 7,127 28,491 3,068 3,038 28,491 14 19,799 6,996 6,966 28,491 1,617 1,587 28,491 15 20,789 6,838 6,808 28,491 -- -- -- 16 21,829 6,683 6,653 28,491 -- -- -- 17 22,920 6,531 6,501 28,491 -- -- -- 18 24,066 6,381 6,351 28,491 -- -- -- 19 25,270 6,235 6,205 28,491 -- -- -- 20 26,533 6,091 6,061 28,491 -- -- -- 25 33,864 5,410 5,380 28,491 -- -- -- 35 55,160 4,224 4,194 28,491 -- -- -- * THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. ** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES. THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. PART II CONTENTS OF REGISTRATION STATEMENT This Registration Statement comprises the following papers and documents: The facing sheet. The prospectus consisting of 82 pages. The undertaking to file reports. The Rule 484 undertaking. The signatures. (1) The following exhibits included herewith correspond to those required by paragraph A of the instructions for exhibits to Form N-8B-2. (A1) Resolution of Board of Directors of Alpine Life Insurance Company ("Alpine") authorizing the establishment of the Separate Account. (A2) Not applicable. (A3a) Principal Underwriting Agreement. (1) (A3b) Forms of Selling Agreements. (1) (A3c) Not applicable. (A4) Not applicable. (A5) Form of Modified Single Premium Variable Life Insurance Policy. (A6a) Charter of Alpine. (A6b) Bylaws of Alpine. (A7) Not applicable. (A8) Not applicable. (A9) Not applicable. (A10) Form of Application for Modified Single Premium Variable Life Insurance Policies. _____________ (1) To be filed by amendment. (A11) Memorandum describing transfer and redemption procedures. (1) (2) Opinion and consent of Lynda Godkin, Senior Vice President, General Counsel and Corporate Secretary. (1) (3) No financial statement will be omitted from the Prospectus pursuant to Instruction 1 (b) or (c) of Part I. (4) Not Applicable. (5) Opinion and Consent of Michael Winterfield, FSA, MAAA. (6) Consent of Arthur Andersen LLP, Independent Public Accountants. (1) (7) Power of Attorney. (8) Not applicable. REPRESENTATION OF REASONABLENESS OF FEES ---------------------------------------- Alpine Life Insurance Company ("Alpine") hereby represents that the aggregate fees and charges under the Policy are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Alpine. UNDERTAKING TO FILE REPORTS --------------------------- Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T) ------------------------------------------------------------ 1. Separate Account Two meets the definition of "Separate Account" under Rule 6e-3(T). 2. Alpine undertakes to keep and make available to the Commission upon request any documents used to support any representation as to the reasonableness of fees. UNDERTAKING ON INDEMNIFICATION ------------------------------ Under Section 33-772 of the Connecticut General Statutes, unless limited by its certificate of incorporation, the Registrant must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. The Registrant may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal proceeding, had no reason to believe his conduct was unlawful. Conn. Gen. Stat. 33-771(a). Additionally, pursuant to Conn. Gen. Stat. 33-776, the Registrant may indemnify officers and employees or agents for liability incurred and for any expenses to which they become subject by reason of being or having been an employee or officer of the Registrant. Connecticut law does not prescribe standards for the indemnification of officers, employees and agents and expressly states that their indemnification may be broader than the right of indemnification granted to directors. The foregoing statements are specifically made subject to the detailed provisions of Section 33-770 et seq. Notwithstanding the fact that Connecticut law obligates the Registrant to indemnify only a director that was successful on the merits in a suit, the Registrant's bylaws, provide under Article X: "To the fullest extent permitted by applicable law now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was at any time since the inception of the Corporation a Director or Officer of the Corporation, or such person is or was a Director or officer of the Corporation serving another corporation, partnership, joint venture, trust or other enterprise in any capacity at the request of the Corporation shall be indemnified by the Corporation against judgements, fines, amounts paid in settlement and reasonable expenses (including attorney's fees) actually an necessarily incurred in connection with or as a result of such action, suit or proceeding. Indemnification under this Section shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit or the heirs, executors and administrators of such a person." Additionally, the directors and officers of Alpine and Hartford Securities Distribution Company, Inc. ("HSD") are covered under a directors and officers liability insurance policy issued to The Hartford Financial Services Group, Inc. and its subsidiaries. Such policy will reimburse the Registrant for any payments that it shall make to directors and officers pursuant to law and will, subject to certain exclusions contained in the policy, further pay any other costs, charges and expenses and settlements and judgments arising from any proceeding involving any director or officer of the Registrant in his past or present capacity as such, and for which he may be liable, except as to any liabilities arising from acts that are deemed to be uninsurable. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. INFORMATION REGARDING CERTAIN SALES LOADS, ADMINISTRATIVE, MANAGEMENT AND OTHER FEES Not applicable. OFFICERS AND DIRECTORS The principal underwriter for Alpine Life Insurance Company Separate Account Two is Hartford Securities Distribution Company, Inc. The following is a list of Officers and Directors: Name and Principal Positions and Offices Business Address With Underwriter ------------------ --------------------- Lowndes A. Smith President and Chief Executive Officer, Director John P. Ginnetti Executive Vice President, Director Thomas M. Marra Executive Vice President, Director Peter W. Cummins Senior Vice President Lynda Godkin Senior Vice President, General Counsel and Corporate Secretary Donald E. Waggaman, Jr. Treasurer George R. Jay Controller Unless otherwise indicated, the principal business address of each the above individuals is P.O. Box 2999, Hartford, Connecticut 06104-2999. SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, and attested, all in the Town of Simsbury, and State of Connecticut, on the 9th day of October, 1998. ALPINE LIFE INSURANCE COMPANY- SEPARATE ACCOUNT TWO (Registrant) *By: /S/ Craig R. Raymond *By: /s/ Marianne O'Doherty --------------------------------------- -------------------------- Craig R. Raymond Marianne O'Doherty Senior Vice President and Chief Actuary Attorney-in-Fact ALPINE LIFE INSURANCE COMPANY (Depositor) *By: /s/ Craig R. Raymond --------------------------------------- Craig R. Raymond Senior Vice President and Chief Actuary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons and in the capacity and on the date indicated. Gregory A. Boyko, Senior Vice President, & Director* Lynda Godkin, Senior Vice President, General Counsel & Corporate Secretary, Director* Thomas M. Marra, Director* *By: /s/ Marianne O'Doherty Lowndes A. Smith, President, Director ---------------------- David Znamierowski, Director* Marianne O'Doherty Attorney-In-Fact Dated: October 9, 1998 EXHIBIT INDEX (1)(A1) Resolution of Board of Directors of Alpine Life Insurance Company ("Alpine") authorizing the establishment of the Separate Account. (1)(A5) Form of Modified Single Premium Variable Life Insurance Policy. (1)(A6a) Charter of Alpine. (1)(A6b) Bylaws of Alpine. (1)(A10) Form of Application for Modified Single Premium Variable Life Insurance Policies. (5) Opinion and Consent of Michael Winterfield, FSA, MAAA. (7) Power of Attorney.