ALPINE LIFE INSURANCE COMPANY

                           CONSENT OF DIRECTORS


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


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

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

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

NOW, THEREFORE, BE IT

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

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

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

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



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



_______________________________              _____________________________
Gregory A. Boyko                             Lowndes A. Smith


_______________________________              _____________________________
Lynda Godkin                                 David M. Znamierowski    


_______________________________
Thomas M. Marra



Dated as of:  September 1, 1998