ALPINE LIFE INSURANCE COMPANY
                                          
                        CERTIFICATE AMENDING AND RESTATING 
                            CERTIFICATE OF INCORPORATION
              BY ACTION OF THE BOARD OF DIRECTORS AND SOLE SHAREHOLDER


The name of the corporation is Alpine Life Insurance Company.

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

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

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

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

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

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



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

          Section 6.  No shareholder shall, because of his ownership of shares,
          have a preemptive or other right to purchase, subscribe for, or take
          any part of any shares or any part of the notes, debentures, bonds or
          other securities convertible into or carrying options or warrants to
          purchase shares of this corporation issued, optioned, or sold by it
          after its incorporation.
          
3.   The above resolution was consented to by the Board of Directors and the
     Sole Shareholder of the Corporation.  The number of shares of the
     Corporation's common capital stock entitled to vote thereon was 10,000 and
     the vote required for adoption was 6,666 shares.  The vote favoring
     adoption was 10,000 shares, which is the greatest vote required to pass the
     resolution.

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

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

                    ALPINE LIFE INSURANCE COMPANY


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