CML OFFITBANK SEPARATE ACCOUNT, N-4 EL, 1995-10-10

CML OFFITBANK SEPARATE ACCOUNT
N-4 EL, 1995-10-10

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File Nos. 33-_____
811-_____
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

INITIAL REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. ____ [ ]
INITIAL REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [X]
Amendment No. ___ [ ]
(Check appropriate box or boxes.)

CML/OFFITBANK Variable Annuity Separate Account
____________________
(Exact Name of Registrant)

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
___________________________
(Name of Depositor)

140 Garden Street, Hartford, Connecticut 06154
________________________________________ __________
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (203) 987-6500
______________

Name and Address of Agent for Service
_____________________________________
Katherine McG. Sullivan
Senior Vice President and General Counsel
Connecticut Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154

Notices and Communications to:

Michael Chong, Assistant General Counsel
Connecticut Mutual Insurance Company
140 Garden Street
Hartford, Connecticut 06154
(203) 987-8211

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

Calculation of Registration Fee under the Securities Act of 1933:
$500 - Registrant is registering an indefinite number of securities under the
Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2.
$1,000 - registrant is registering as a unit investment trust under the
Investment Company Act of 1940 Act, as amended.
<PAGE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

<PAGE>

<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(required by Rule 495)

PART A

Item No Location

Item 1. Cover Page................................................Cover Page

Item 2. Definitions...............................................Definitions

Item 3. Highlights...................................................Synopsis

Item 4. Condensed Financial Information........................Not Applicable

Item 5. General Description of Registrant,
Depositor, and Portfolio Companies...................The Company; The
Separate Account;
Insurance Investment
Products Trust

Item 6. Deductions and Expenses............................ ......Charges and
Deductions

Item 7. General Description of Variable
Annuity Contracts.................... ................The Contracts

Item 8. Annuity Period................................................Annuity
Provisions

Item 9. Death Benefit........................................Proceeds Payable
on Death

Item 10. Purchases and Contract
Value...............................................Purchase Payments
and Contract Value

Item 11. Redemptions...............................................Withdrawals

Item 12. Taxes....... ............................................Tax Status

Item 13. Legal Proceedings...................................Legal Proceedings

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET CONT'D
(required by Rule 495)

PART B

<S> <C> <C>
Item 15. Cover Page................................................Cover Page

Item 16. Table of Contents..................................Table of Contents

Item 17. General Information and History..........................The Company

Item 18. Services..............................................Not Applicable

Purchase of Securities Being Offered............................Not Applicable

Item 20. Underwriters.............................................Distributor

Item 21. Calculation of Performance Data
...................................................................Performance
Information

Item 22. Annuity
Payments.....................................................Annuity
Provisions

Item 23. Financial Statements............................Financial Statements

</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item so numbered in Part C to this Registration Statement.

<PAGE>

PART A

<PAGE>
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
CML/OFFITBANK Variable Annuity Separate Account
AND
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
140 GARDEN STREET, HARTFORD, CONNECTICUT 06154, (203) 987-6500

ANNUITY SERVICE CENTER
P.O. BOX XXXXXX, KANSAS CITY, MO 64141, (800)XXX-XXXX
OR
301 WEST 11TH STREET, FOURTH FLOOR, KANSAS CITY, MO 64105

The Individual Deferred Variable Annuity Contracts with Flexible Purchase
Payments (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values on a variable basis and payment of annuity
payments on a fixed and variable basis. The Contracts are designed for use by
individuals in retirement plans on a Qualified or Non-Qualified basis. (See
"Definitions" on Page __.) The minimum initial Purchase Payment is $100,000.

Purchase Payments for the Contracts will be allocated to a segregated
investment account of Connecticut Mutual Life Insurance Company (the
"Company") which account has been designated CML/OFFITBANK Variable Annuity
Separate Account (the "Separate Account"). Under certain circumstances,
however, Purchase Payments may initially be allocated to the Money Market
Sub-Account of the Separate Account during the Right to Examine Contract
Period. (See "Highlights" on Page __.) The Separate Account invests in shares
of The OFFITBANK Variable Insurance Fund, Inc. and the Money Market Portfolio
of the Connecticut Mutual Financial Services Series Fund, Inc. (CMFS Series
Fund I). (See "Eligible Investments" on Page __.)

This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents of the Statement of Additional Information can be found
on Page __ of this Prospectus. For the Statement of Additional Information,
call the Annuity Service Center at (800) XXX-XXXX or write to the Distributor:
Connecticut Mutual Financial Services, LLC, 140 Garden Street, Hartford,
Connecticut 06154.

ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO CONNECTICUT
MUTUAL LIFE INSURANCE COMPANY AT ITS ANNUITY SERVICE CENTER.

This Prospectus and the Statement of Additional Information are dated December
1, 1995.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR
ANY OTHER AGENCY. INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY
CAUSE THE VALUE OF THE CONTRACT OWNER'S INVESTMENT TO FLUCTUATE, AND
WHEN THE CONTRACTS ARE SURRENDERED, THE VALUE MAY BE HIGHER OR LOWER
THAN THE PURCHASE PAYMENT.

This Prospectus should be kept for future reference.

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>
Page
----
DEFINITIONS
HIGHLIGHTS
CML/OFFITBANK Variable Annuity Separate Account FEE TABLE
THE COMPANY
THE SEPARATE ACCOUNT
ELIGIBLE INVESTMENTS
The OFFITBANK Variable Insurance Fund, Inc.
Connecticut Mutual Financial Services Series Fund I, Inc. -
Money Market Portfolio
Voting Rights
Substitution of Securities
CHARGES AND DEDUCTIONS
Deduction for Mortality and Expense Risk Charge
Deduction for Administrative Charge
Deduction for Annual Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Eligible Investments Expenses
Deduction for Transfer Fee
THE CONTRACTS
Contract Owner
Joint Contract Owners
Annuitant
Assignment
PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments
Allocation of Purchase Payments
Contract Value
Accumulation Units
Accumulation Unit Value
TRANSFERS
Transfers During the Accumulation Period
Transfers During the Annuity Period
WITHDRAWALS
Systematic Withdrawals
Suspension or Deferral of Payments
PROCEEDS PAYABLE ON DEATH
Death of Contract Owner During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Death Benefit Options During the Accumulation Period
Death of Contract Owner During the Annuity Period
Death of Annuitant
Payment of Death Benefit
Beneficiary
Change of Beneficiary
ANNUITY PROVISIONS
Annuity Guidelines
<PAGE>
Annuity Payments
Fixed Annuity
Variable Annuity
Annuity Units and Payments
Annuity Unit Value
Annuity Options
Annuity Option A - Life Income
Annuity Option B - Life Income with Period Certain
Annuity Option C - Joint and Last Survivor Payments
Annuity Option D - Joint and 2/3rds Survivor Annuity
Annuity Option E - Period Certain
Annuity Option F - Special Income Settlement Agreement
DISTRIBUTOR
PERFORMANCE INFORMATION
Money Market Sub-Account
Other Sub-Accounts
TAX STATUS
General
Diversification
Multiple Contracts
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals - Qualified Contracts
Contracts Owned by Other Than Natural Persons
FINANCIAL STATEMENTS
LEGAL PROCEEDINGS
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
</TABLE>

<PAGE>
DEFINITIONS

ACCUMULATION PERIOD: The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.

ACCUMULATION UNIT: A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.

AGE: The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined. For purposes of contract issuance,
until the earlier of the 85th birthday or the maximum issue age permitted in a
particular state is reached, age shall be considered to be the age of the
that which was achieved on the Contract Owner or Annuitant as of his or her
last birthday.

ANNUITANT: The primary person upon whose life Annuity Payments are to be made.
For purposes of applicable Contract provisions, on or after the Annuity Date,
reference to the Annuitant also includes any joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin.

ANNUITY PAYMENTS: The series of payments that will begin on the Annuity Date.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY PERIOD: The period which begins on the Annuity Date and ends with the
last Annuity Payment.

ANNUITY RESERVE: The assets which support a variable Annuity Option during
the Annuity Period.

ANNUITY SERVICE CENTER: The office indicated on the Cover Page of this
Prospectus to which notices, requests and Purchase Payments must be sent. All
sums payable by the Company under a Contract are payable only at the Annuity
Service Center.

ANNUITY UNIT: A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.

BENEFICIARY: The person(s) or entity(ies) designated to receive the death
benefit provided by the Contract.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date of the Contract.

CONTRACT OWNER: The person(s) or entity(ies) entitled to the ownership rights
stated in the Contract.

CONTRACT VALUE: The sum of the Contract Owner's interest the Sub-Accounts of
the Separate Account during the Accumulation Period.

<PAGE>
CONTRACT YEAR: The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each anniversary of the
Issue Date.

ELIGIBLE INVESTMENT: An investment entity into which assets of the Separate
Account will be invested.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

ISSUE DATE: The date on which the Contract became effective.

NON-QUALIFIED CONTRACTS: Contracts issued under Non-Qualified Plans which do
not receive favorable tax treatment under Sections 401 or 408 of the Internal
Revenue Code of 1986, as amended (the "Code").

PREMIUM TAX: A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when a Contract is
surrendered.

PURCHASE PAYMENT: During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to the Contract.

QUALIFIED CONTRACTS: Contracts issued under Qualified Plans which receive
favorable tax treatment under Sections 401 or 408 of the Code.

SEPARATE ACCOUNT: The Company's Separate Account designated as CML/OFFITBANK
Variable Annuity Separate Account.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an available Eligible
Investment or a portfolio or fund of an Eligible Investment. Currently, the
Eligible Investments available for the Contracts offered hereby are the Funds
of the OFFITBANK Variable Insurance Fund, Inc. and the Money Market Portfolio
of the CMFS Series Fund I.

VALUATION DATE: Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for business. See the
Prospectuses for the Eligible Investments.

VALUATION PERIOD: The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of business for the
next succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the
Separate Account.

<PAGE>
WRITTEN REQUEST: A request or notice in writing, in a form satisfactory to
the Company, which is received by the Annuity Service Center.

HIGHLIGHTS

GENERAL

Purchase Payments for the Contracts will be allocated to a segregated
investment account of Connecticut Mutual Life Insurance Company (the "Company")
which account has been designated CML/OFFITBANK Variable Annuity Separate
Account (the "Separate Account"). Under certain circumstances, however,
Purchase Payments may initially be allocated to the Money Market Sub-Account
of the Separate Account (see below). The Separate Account invests in shares of
the Funds of The OFFITBANK Variable Insurance Fund, Inc. and the Money Market
Portfolio of the CMFS Series Fund I (See "Eligible Investments" on Page __).
Contract Owner(s) bear the investment risk for all amounts allocated to the
Separate Account.

RIGHT TO EXAMINE CONTRACT

The Contract may be returned to the Company for any reason within ten (10)
calendar days (or twenty (20) calendar days of the date of receipt with
respect to the circumstances described in (c) below) after its receipt by the
Contract Owner ("Right to Examine Contract"). It may be returned to the
Company at its Annuity Service Center. When the Contract is received at the
Annuity Service Center, it will be voided as if it had never been in force.
Upon its return, the Company will refund the Contract Value next computed
after receipt of the Contract by the Company at its Annuity Service Center
except in the following circumstances: (a) where the Contract is purchased
pursuant to an Individual Retirement Annuity; (b) in those states which
require the Company to refund Purchase Payments, less withdrawals; or (c) in
the case of Contracts (including Contracts purchased pursuant to an Individual
Retirement Annuity) which are deemed by certain states to be replacing an
existing annuity or insurance contract and which require the Company to refund
Purchase Payments, less withdrawals. With respect to the circumstances
described in (a), (b) and (c) above, the Company will refund the greater of
Purchase Payments, less any withdrawals, or the Contract Value, and will
allocate initial Purchase Payments to the Money Market Sub-Account until the
expiration of fifteen (15) days from the Issue Date (or twenty-five (25) days
in the case of Contracts described under (c) above). Upon the expiration of
the fifteen days (15) day period (or twenty-five (25) day period with respect
to Contracts described under (c)), the Sub-Account value of the Money Market
Sub-Account will be allocated to the Separate Account in accordance with the
election made by the Contract Owner in the Application.

CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE. Each Valuation Period, the Company
deducts a Mortality and Expense Risk Charge which is currently equal, on an
annual basis, to 0.38% of the average daily net asset value of the Separate
Account. This charge compensates the Company for assuming the mortality and
expense risks under the Contracts. (See "Charges and Deductions - Deduction
for Mortality and Expense Risk Charge" on Page ___.)
<PAGE>
ADMINISTRATIVE CHARGE. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to .01% of
the average daily net asset value of the Separate Account. This charge
compensates the Company for costs associated with the administration of the
Contracts and the Separate Account. (See "Charges and Deductions - Deduction
for Administrative Charge" on Page __.)

ANNUAL CONTRACT MAINTENANCE CHARGE. Currently, there is an Annual
Contract Maintenance Charge of $35 deducted on the last day of the Contract
Year. The Annual Contract Maintenance Charge will be deducted from the
Sub-Accounts in the same proportion that the amount of the Contract Value in
each Sub-Account bears to the total Contract Value. If the Annuity Date is
not the last day of the Contract Year, then a pro-rata portion of the Annual
Contract Maintenance Charge will be deducted on the Annuity Date. During the
Annuity Period, unless otherwise elected the Annual Contract Maintenance
Charge will be deducted pro-rata from Annuity Payments and will result in a
reduction of each Annuity Payment.

PREMIUM TAXES. Premium Taxes are charged against Premium Payments or
Contract Values. (See "Charges and Deductions - Deduction for Premium and
Other Taxes" on Page __.) The Company currently intends to charge for any
Premium Taxes when due.

TRANSFER FEE. Under certain circumstances, a Transfer Fee may be
assessed during the Accumulation Period when a Contract Owner makes a transfer
from one Sub-Account to another Sub-Account or during the Annuity Period when
a Contract Owner makes a transfer from one Sub-Account to another Sub-Account
or from a Sub-Account to the General Account. (See "Charges and Deductions -
Deduction for Transfer Fee" on Page __.)

FEDERAL INCOME TAX PENALTY

There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from Non-Qualified Contracts. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2; (b) after the death of the Contract Owner; (c) if the taxpayer is
totally disabled (for this purpose disability is as defined in Section
72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity; or (f) which are allocable to purchase payments made prior to August
14, 1982. For federal income tax purposes, withdrawals are deemed to be on a
last-in, first-out basis. Separate tax withdrawal penalties and restrictions
apply to Qualified Contracts. (See "Tax Status - Tax Treatment of Withdrawals
- - Qualified Contracts" on Page __.) For a further discussion of the taxation
of the Contracts, see "Tax Status" on Page __.

See "Tax Status - Diversification" on Page ___ for a discussion of owner
control of the underlying investments in a variable annuity contract.

<PAGE>
THE CONTRACT

TRANSFERS. Subject to the conditions imposed on such transfers by the
Company, Contract Owners may make unlimited transfers between Sub-Accounts
during the Accumulation Period and six (6) transfers per calendar year during
the Annuity Period. The Company reserves the right to further limit the
number of transfers in the future. The Contract provides for twelve (12) free
transfers per calendar year during the Accumulation Period and six (6) free
transfers per calendar year during the Annuity Period. Transfers made in
excess of the number of free transfers will result in the imposition of the
transfer fee. During the Annuity Period, the Contract Owner may, once each
Contract Year, make a transfer from one or more Sub-Accounts to the General
Account. However, transfers cannot be made from the General Account to the
Separate Account. (See "Transfers" on Page __.)

WITHDRAWALS. Subject to certain minimums imposed on such withdrawals by
the Company, the Contract Owner may, during the Accumulation Period, upon
Written Request, make a total or partial withdrawal of the Contract Withdrawal
Value. (See Withdrawals on Page ___.) Tax penalties may apply. (See Tax
Status on Page ___.)

DEATH BENEFIT. The death benefit during the Accumulation Period will be
the Contract Value. (See "Proceeds Payable on Death" on Page __ for an
additional discussion.)

ANNUITY OPTIONS. There are six (6) Annuity Options available for the
Contract Owner to choose from. The Contract Owner may elect to have the
Contract Value applied to provide a Variable Annuity, a Fixed Annuity, or a
combination Fixed and Variable Annuity. (See "Annuity Provisions" on Page __
for a further discussion.)

MAXIMUM ISSUE AGES. The maximum issue age is 85. This restriction
applies at the time of Contract issue and upon any change in Contract Owner or
Annuitant during the Accumulation Period and applies to both the Contract
Owner and the Annuitant. For Joint Contract Owners all provisions which are
based upon age, including the maximum issue age, are based on the age of the
older of the Joint Contract Owners.

CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT FEE TABLE (See Note 1 Below.)

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES

<S> <C>

There are no sales loads assessed
against Purchase Payments or amounts
withdrawn. (See Note 2 below.)
Transfer Fee (See Note 3 below.)
No charge is imposed for the
first 12 transfers in a calendar
year during the Accumulation
Period. Only 6 transfers in a
<PAGE>
calendar year during the Annuity
Period are permitted (6 transfers are
free). The Fee is the lesser of $20
or 2% of the amount transferred.

Annual Contract Maintenance Charge
$35 per Contract per Contract Year

(See Note 4 below.)

</TABLE>

<TABLE>
<CAPTION>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<S> <C>
Mortality and Expense Risk Charge 0.38%
Administrative Charge 0.01%

-----
Total Separate Account Annual Expenses 0.39%
</TABLE>

<TABLE>
<CAPTION>
ELIGIBLE INVESTMENT'S ESTIMATED ANNUAL EXPENSES FOR 1995
(as a percentage of the average net assets of a Fund or Portfolio)

Fund

Advisory Other Operating
Fees Expenses Expenses
------------ ------------ ------------
OFFITBANK VIF - Investment Grade Global Debt Fund 0.XX% 0.XX% 0.XX%
OFFITBANK VIF - Emerging Markets Fund 0.XX% 0.XX% 0.XX%
OFFITBANK VIF - High Yield Fund 0.XX% 0.XX% 0.XX%
CMFS Series Fund I - Money Market Portfolio 0.500% 0.080% 0.58%
</TABLE>

(See the Prospectuses for the Eligible Investments for more information.)

EXAMPLES

A Contract Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and assuming that the same Fund or
Portfolio expenses as shown above for the periods shown in the examples,
regardless of whether the Contract is fully surrendered at the end of each
time period, or if the Contract is not surrendered, or if the Contract is
annuitized.

1 year
3 years

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

OFFITBANK VIF - Investment Grade Global Debt Fund $ __ $ __
OFFITBANK VIF - Emerging Markets Fund $ __ $ __
OFFITBANK VIF - High Yield Fund $ __ $ __
CMFS Series Fund I - Money Market Portfolio $ __ $ __
</TABLE>

NOTES TO FEE TABLE AND EXAMPLES

1. The purpose of the Fee Table is to assist Contract Owners in
understanding the various costs and expenses that a Contract Owner will incur
directly or indirectly. The Examples assume an average Contract Value of
$100,000. The Fee Table reflects expenses of the Separate Account as well as
the Eligible Investments. For additional information, see "Charges and
Deductions" in this Prospectus and the Prospectuses for the Eligible
Investments.

2. The Contracts are offered without the imposition of a front-end sales
load or a back-end sales load (often referred to as a contingent deferred
sales load).

3. Transfers made by the Company at the end of the Right to Examine
Contract period will not be counted in determining the application of the
Transfer Fee. All transfers made during a Valuation Period are deemed to be
one transfer.

4. Currently, the Annual Contract Maintenance Charge is $35 each
Contract Year and is deducted on the last day of the Contract Year. If a total
withdrawal is made on other than the last day of the Contract Year, the full
Annual Contract Maintenance Charge will be deducted at the time of the total
withdrawal. The Annual Contract Maintenance Charge will be deducted from
Sub-Accounts in the same proportion that the amount of the Contract Value in
each Sub-Account bears to the total Contract Value. If the Annuity Date is
not the last day of the Contract Year, then a pro-rata portion of the Annual
Contract Maintenance Charge will be deducted on the Annuity Date. During the
Annuity Period, unless the Annual Contract Maintenance Charge will be deducted
pro-rata from Annuity Payments regardless of Contract size and will result in
a reduction of each Annuity Payment. (See "Charges and Deductions - Deduction
for Annual Contract Maintenance Charge" on Page __.) The examples reflect the
$35 Annual Contract Maintenance Charge as an annual charge of .0XX% of assets,
based on an anticipated average Contract Value of $100,000.

5. Premium Taxes are not reflected. Premium taxes may apply. (See
"Charges and Deductions - Deduction for Premium and Other Taxes" on Page __.)

<PAGE>
6. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

THE COMPANY

Connecticut Mutual Life Insurance Company (the "Company"), 140 Garden Street,
Hartford, Connecticut 06154, is the sixth oldest life insurance company in the
United States, and the first life insurance company formed in Connecticut.
Connecticut Mutual was chartered by a special Act of the Connecticut General
Assembly in 1846, and has continuously engaged in the insurance business since
that time. The Boards of Directors of Connecticut Mutual Life Insurance
Company ("CML") and Massachusetts Mutual Life Insurance Company ("MassMutual")
have approved a plan of merger pursuant to which CML would merge with and into
MassMutual. The merger agreement was signed on September 14, 1995. The merger
is expected to be consummated on or about December 31, 1995, subject to the
approval of certain policy holders and insureds of CML and MassMutual and
applicable state insurance departments. As a result of the merger, MassMutual/
The Blue Chip Company, would become the nation's fifth largest mutual life
insurance company with a strong capital position, a diverse product portfolio
and a competitive cost structure.

If the merger is consummated, the CML/OFFITBANK Variable Annuity Separate
Account will become a separate account of MassMutual.

THE SEPARATE ACCOUNT

The Company established a segregated asset account pursuant to Connecticut
insurance law on September 8, 1995. This segregated asset account has been
designated CML/OFFITBANK Variable Annuity Separate Account (the "Separate
Account"). The Company has caused the Separate Account to be registered with
the Securities and Exchange Commission as a unit investment trust pursuant to
the provisions of the Investment Company Act of 1940, as amended (the "1940
Act").

The assets of the Separate Account are the property of the Company. However,
the assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Contracts are general obligations.

The Separate Account meets the definition of a "separate account" under
federal securities laws.

The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Fund of The OFFITBANK Variable Insurance Fund,
Inc. or the Money Market Portfolio of the CMFS Series Fund I. There is no
assurance that the investment objectives of any of the Eligible Investments
will be met. Contract Owners bear the complete investment risk for Purchase
Payments allocated to a Sub-Account. Contract Values will fluctuate in
accordance with the investment performance of the Sub-Accounts to which
Purchase Payments are allocated, and in accordance with the imposition of the
fees and charges assessed under the Contracts.

<PAGE>
ELIGIBLE INVESTMENTS

The following are the current Eligible Investments and individual Funds or
Portfolios of the Eligible Investments that can be selected as the underlying
investments of the Contract. While a brief summary of the various investment
objectives is set forth below, more comprehensive information, including a
discussion of potential risks, is found in the current Prospectus for each of
the Eligible Investments.

THE OFFITBANK VARIABLE INSURANCE FUND, INC.

The OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK Fund") is a newly
organized open-end, management investment company consisting of three separate
investment portfolios (the "Funds"). OFFITBANK, a trust company specializing
in global fixed income management, serves as the Funds' investment adviser.
OFFITBANK's address is 237 Park Avenue, Suite 910, New York, New York 10017.
The Funds and their investment objectives and policies are as follows:

OFFITBANK VIF - HIGH YIELD FUND. This Fund seeks high current income with
capital appreciation as a secondary objective. The Fund invests, under normal
circumstances, at least 65% of its total assets in U.S. corporate fixed income
securities rated below investment grade offering potential returns that are
sufficiently high to justify the greater investment risks.

OFFITBANK VIF - INVESTMENT GRADE GLOBAL DEBT FUND. This Fund seeks a
competitive fixed-income total investment return by investing, under normal
circumstances, at least 75% of its total assets in a wide range of investment
grade debt securities issued anywhere in the world, including the United
States, and denominated in any currency, including U.S. dollars. Up to 25% of
the Fund's total assets may be invested in below investment grade debt
securities.

OFFITBANK VIF - EMERGING MARKETS FUND. This Fund seeks to provide investors
with a competitive total investment return by focusing on current yield and
opportunities for capital appreciation primarily by investing in corporate and
sovereign debt securities of emerging market countries. Under normal
circumstances, the Fund will invest at least 80% of its total assets in debt
instruments, but may invest up to 20% of its total assets in equity
securities.

CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.

Connecticut Mutual Financial Services Series Fund I, Inc. ("CMFS Series
Fund I") is an open-end management investment company. Currently, the only
Portfolio available under the Contract is the Money Market Portfolio. G.R.
Phelps & Co. Inc. (G.R. Phelps), an investment adviser registered with the SEC
under the Investment Advisers Act of 1940, as amended, (Investment Advisers
Act) is the investment adviser to CMFS Series I. It has been registered since
1981 as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and as an Investment Adviser under the Investment Advisers Act.
G.R. Phelps is an indirect wholly-owned subsidiary of Connecticut Mutual.
It is located at 10 State House Square, Hartford, Connecticut, and has as its
mailing address 140 Garden Street, Hartford, Connecticut 06154.
<PAGE>
CMFS SERIES FUND I - MONEY MARKET PORTFOLIO

The investment objective of the CMFS Series Fund I Money Market Portfolio (the
"Portfolio") is to achieve as high a level of current income as is consistent
with preservation of capital and maintenance of liquidity by investing in
money market instruments. There can be no assurance that the Money Market
Portfolio will maintain a stable net asset value per share of $1, and the Money
Market Portfolio is not insured or guaranteed by the U.S. Government.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote
the shares of the Eligible Investments held in the Separate Account at
meetings of the shareholders in accordance with instructions received from
persons having the voting interest in the Separate Account. The Company will
vote shares for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. The Eligible Investments do not hold regular meetings
of shareholders.

The number of shares which a person has a right to vote will be determined as
of a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of any of the Eligible Investments. Voting instructions
will be solicited by written communication at least ten (10) days prior to the
meeting.

SUBSTITUTION OF SECURITIES

If the shares of any Eligible Investment are no longer available for
investment by the Separate Account or, if in the judgment of the Company's
Board of Directors, further investment in the shares should become
inappropriate in view of the purpose of the Contracts, the Company may limit
further purchase of such shares or may substitute shares of another Eligible
Investment for shares already purchased under the Contracts. No substitution
of securities may take place without prior approval of the Securities and
Exchange Commission or other applicable regulatory authority and under the
requirements such authority may impose.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Contract Value and the
Separate Account. These charges and deductions are described below:

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
which is equal, on an annual basis, to 0.38% of the average daily net asset
value of the Separate Account. The Company may increase this charge; however,
the maximum Mortality and Expense Risk Charge will not exceed 1.25% of the
average daily net asset value of the Separate Account. In the event of an
increase, the Company will give Contract Owners 90 days prior notice of the
increase. The mortality risks assumed by the Company arise from its
contractual obligation to make Annuity Payments after the Annuity Date
(determined in accordance with the Annuity Option chosen by the Contract
<PAGE>
Owner) regardless of how long all Annuitants live. This assures that neither
an Annuitant's own longevity, nor an improvement in life expectancy greater
than expected, will have any adverse effect on the Annuity Payments the
Annuitant will receive under the Contract. Further, the Company bears a
mortality risk in that it guarantees the annuity purchase rates under the
Contract. The expense risk assumed by the Company is that all actual expenses
involved in administering the Contracts, including Contract maintenance costs,
administrative costs, mailing costs, data processing costs, legal fees,
accounting fees, filing fees and the costs of other services may exceed the
amount recovered from the Annual Contract Maintenance Charge and the
Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.

DEDUCTION FOR ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge which is
equal, on an annual basis, to 0.01% of the average daily net asset value of
the Separate Account. The Company may increase this charge; however, the
maximum Administrative Charge will not exceed 0.25% of the average daily net
asset value of the Separate Account. In the event of an increase, the Company
will give Contract Owners 90 days prior notice of the increase. This charge,
together with the Annual Contract Maintenance Charge (see below), is to
reimburse the Company for the expenses it incurs in the establishment and
maintenance of the Contracts and the Separate Account. These expenses include
but are not limited to: preparation of the Contracts, confirmation
statements, annual and periodic reports, maintenance of Contract Owner
records, maintenance of Separate Account records, administrative personnel
costs, mailing costs, data processing costs, legal fees, accounting fees,
filing fees, the costs of other services necessary for Contract Owner
servicing and all accounting, valuation, regulatory and reporting
requirements. Since this charge is an asset-based charge, the amount of the
charge attributable to a particular Contract may have no relationship to the
administrative costs actually incurred by that Contract. The Company does not
intend to profit from this charge.

This charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses.

DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE

Currently, the Annual Contract Maintenance Charge is $35 each Contract Year
and is deducted on the last day of the Contract Year. This charge may be
increased but it will not exceed $60 per Contract Year. In the event of an
increase, the Company will give Contract Owners 90 days prior notice of the
increase. If a total withdrawal is made on other than the last day of the
Contract Year, the full Annual Contract Maintenance Charge will be deducted at
<PAGE>
the time of the total withdrawal. The Annual Contract Maintenance Charge will
be deducted from the Sub-Accounts in the same proportion that the amount of
the Contract Value in each Sub-Account bears to the total Contract Value. If
the Annuity Date is not the last day of the Contract Year, then a pro-rata
portion of the Annual Contract Maintenance Charge will be deducted on the
Annuity Date. During the Annuity Period, unless otherwise elected the Annual
Contract Maintenance Charge will be deducted pro-rata from Annuity Payments
and will result in a reduction of each Annuity Payment. The Company has set
this charge at a level so that, when considered in conjunction with the
Administrative Charge (see above), it will not make a profit from the charges
assessed for administration.

DEDUCTION FOR PREMIUM AND OTHER TAXES

Currently, any Premium Taxes relating to the Contracts will be deducted from
the Purchase Payments or from Contract Value when incurred. The Company will,
in its sole discretion, determine when Premium Taxes have resulted from: the
investment experience of the Separate Account; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments. Premium Taxes
generally range from 0% to 3.5%. The Company will deduct any withholding
taxes required by applicable law.

The Company reserves the right to establish a provision for federal income
taxes if it determines, in its sole discretion, that it will incur a tax as a
result of the operation of the Separate Account. The Company will deduct for
any income taxes incurred by it as a result of the operation of the Separate
Account whether or not there was a provision for taxes and whether or not it
was sufficient. The Company is not currently making any provision for federal
income taxes.

DEDUCTION FOR ELIGIBLE INVESTMENT EXPENSES

There are other deductions from and expenses paid out of the assets of the
Eligible Investments, including amounts paid for advisory and operating fees,
which are described in the accompanying Prospectuses for the Eligible
Investments.

DEDUCTION FOR TRANSFER FEE

Subject to certain minimums and to any limitations imposed by the Company on
the number of transfers (currently, unlimited during the Accumulation Period
and six (6) during the Annuity Period) Contract Owners may transfer all or
part of the Contract Owner's interest in a Sub-Account to another Sub-Account
or during the Annuity Period from a Sub-Account to the General Account without
the imposition of any fee or charge if there have been no more than the number
of free transfers permitted. If more than the number of free transfers have
been made, the Company will deduct a Transfer Fee for each subsequent transfer
permitted. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. Transfers made by the Company at the end of the Right to Examine
Contract period will not be counted in determining the application of the
Transfer Fee. All transfers made during a Valuation Period are deemed to be
one transfer.

<PAGE>
THE CONTRACTS

CONTRACT OWNER

The Contract Owner is the person(s) or entity(ies) entitled to ownership
rights stated in the Contract. The Contract Owner is the person designated as
such on the Issue Date, unless changed.

Contract Owner may change owners at any time prior to the Annuity Date by
Written Request. A change of Contract Owner will automatically revoke any
prior designation of Contract Owner. The change will become effective as of
the date the Written Request is received. A new designation of Contract Owner
will not apply to any payment made or action taken by the Company prior to the
time it was received. Any change of Contract Owner is subject to the
Company's underwriting rules then in effect. (See, "Tax Status - General,"
Page __.)

JOINT CONTRACT OWNERS

The Contract can be owned by Joint Contract Owners. If Joint Contract Owners
are named, any Joint Contract Owner must be the spouse of the other Contract
Owner. Upon the death of either Contract Owner, the surviving spouse will be
the Primary Beneficiary. Any other Beneficiary designation on record at the
time of death will be treated as a Contingent Beneficiary unless otherwise
indicated in a Written Request. Unless otherwise specified in the application
for the Contract, if there are Joint Contract Owners both signatures will be
required for all Contract Owner transactions except telephone transfers. If
the telephone transfer option is elected and there are Joint Contract Owners,
either Joint Contract Owner can give telephone instructions.

ANNUITANT

The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Contract Owner at the Issue Date,
unless changed prior to the Annuity Date. The Annuitant may not be changed in
a Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect. In the case of
certain Qualified Contracts the Contract Owner must be the Annuitant.

ASSIGNMENT

A Written Request specifying the terms of an assignment of the Contract must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Contract by assignment, agreement, or
otherwise.

The Company will not be responsible for the validity or tax consequences of
any assignment. Any assignment made after the death benefit has become payable
will be valid only with the Company's consent.

If the Contract is assigned, the Contract Owner's rights may only be exercised
with the consent of the assignee of record.
<PAGE>
The consent of any Irrevocable Beneficiaries is required before assignment of
proceeds can happen.

PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

Initial Purchase Payment is due on the Issue Date. The minimum initial
Purchase Payment the Company will accept is $100,000. The minimum subsequent
Purchase Payment the Company will accept is $10,000, unless the Contract Owner
has elected the automatic investment option in which case the Company will
accept a minimum of $5,000. The maximum total Purchase Payment is $5 million.
Purchase Payments above these amounts must be pre-approved by the Company. The
Company reserves the right to reject any Application or Purchase Payment.

ALLOCATION OF PURCHASE PAYMENTS

The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Contract Owner at the time the Contract is issued,
except in the circumstances described under "Right to Examine Contract," on
page __. In those circumstances, the Company will allocate initial Purchase
Payments to the Money Market Sub-Account until the expiration of the Right to
Examine Contract period. Upon expiration, the Contract Value will be
reallocated in accordance with the Contract Owner's selection. Unless
otherwise changed by Written Request by the Contract Owner, subsequent
Purchase Payments are allocated in accordance with the same selection as the
initial Purchase Payment.

There are currently no limitations on the number of Sub-Accounts that can be
selected by a Contract Owner. If allocations are made in percentages, whole
numbers must be used. If a percentage allocation is used, the smallest
percentage that can be used is 10%.

If the Purchase Payments and forms required to issue a Contract are in good
order, the initial Purchase Payment will be credited to the Contract within
(2) business days after receipt at the Annuity Service Center. Additional
Purchase Payments will be credited to the Contract as of the Valuation Period
when they are received. If the forms required to issue a Contract are not in
good order the Company will attempt to get them in good order or the Company
will return the forms and the Purchase Payment within five (5) business days,
unless it has been authorized otherwise by the purchaser.

CONTRACT VALUE

The Contract Value is the sum of the Contract Owner's interest in the
Sub-Accounts of the Separate Account for any Valuation Date during the
Accumulation Period. It will fluctuate from one Valuation Period to the next,
and may be more or less than Purchase Payments made. The Contract Owner's
interest in a Sub-Account is determined by multiplying the number of
Accumulation Units credited to the Contract by the Accumulation Unit Value for
that Sub-Account.

<PAGE>
ACCUMULATION UNITS

During the Accumulation Period, Accumulation Units shall be used to account
for all amounts allocated to or withdrawn from the Sub-Accounts of the
Separate Account as a result of Purchase Payments, withdrawals, transfers, or
fees and charges. The Company will determine the number of Accumulation Units
of a Sub-Account purchased or canceled. This will be done by dividing the
amount allocated to (or the amount withdrawn from) the Sub-Account by the
dollar value of one Accumulation Unit of the Sub-Account as of the end of the
Valuation Period during which the request for the transaction is received at
the Annuity Service Center.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are
determined for each Valuation Period by multiplying the Accumulation Unit
Value for the immediately preceding Valuation Period by the Net Investment
Factor for the Sub-Account for the current Valuation Period.

The Net Investment Factor for each Sub-Account is determined by dividing A by
B and subtracting C where:

A is (i) the net asset value per share of the fund or portfolio of an
Eligible Investment held by the Sub-Account for the current Valuation Period;
plus

(ii) any dividend per share declared on behalf of such fund or
portfolio of an Eligible Investment that has an ex-dividend date within the
current Valuation Period; less

(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or maintenance
of the Sub-Account.

B is the net asset value per share of the fund or portfolio held by the
Sub-Account for the immediately preceding Valuation Period.

C is the cumulative charge for the Mortality and Expense Risk Charge and
for the Administrative Charge.

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

TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD

Subject to certain limitations imposed by the Company on the number of
transfers (currently, unlimited) that can be made during the Accumulation
Period, the Contract Owner may transfer all or part of the Contract Owner's
interest in a Sub-Account by Written Request. No fee will be imposed if there
have been no more than the number of free transfers allowed (currently, twelve
<PAGE>
(12) per calendar year). All transfers are subject to the following rules:

1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, (see "Charges and Deductions - Deduction for
Transfer Fee," on Page __) for each subsequent transfer during the particular
Contract Year. The Transfer Fee will be deducted from the Contract
Owner's interest in the Sub-Account from which the transfer is made. However,
if the Contract Owner's entire interest in a Sub-Account is being transferred,
the Transfer Fee will be deducted from the amount which is transferred. If
Contract Values are being transferred from more than one Sub-Account, any
Transfer Fee will be allocated to those Sub-Accounts on a pro-rata basis in
proportion to the amount transferred from each Sub-Account.

2. The minimum amount which can be transferred is $10,000 (from one or
multiple Sub-Accounts) or the Contract Owner's entire interest in the
Sub-Account, if less. The minimum amount which must remain in a Sub-Account
after a transfer is $10,000 or $0 if the entire amount in the Sub-Account is
transferred.

3. The Contract provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify
the transfer privilege described above. However, the Company has agreed to
give prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.

Contract Owners can elect to make transfers by telephone. To do so, Contract
Owners must submit a completed Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the
Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions. The
Company will not be liable for any loss, liability, cost or expense incurred
by the Contract Owner for acting in accordance with such telephone
instructions believed to be genuine. The telephone transfer privilege may be
discontinued at any time by the Company.

If there are Joint Contract Owners, unless the Company is informed to the
contrary, telephone instructions will be accepted from either of the Joint
Contract Owners.

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Contract Owner may make transfers (currently,
six (6) per calendar year), by Written Request, as follows:

1. The Contract Owner may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company on the number
of transfers (currently, six (6) transfers per calendar year) that can be made
during the Annuity Period. Currently, six (6) transfers permitted per calendar
year during the Annuity Period are free (no Transfer Fee will be imposed).

<PAGE>
2. The Contract Owner may, once each Contract Year, make a transfer from
one or more Sub-Accounts to the General Account. The Contract Owner may not
make a transfer from the General Account to the Separate Account.

3. Transfers of Annuity Reserves between Sub-Accounts will be made by
converting the number of Annuity Units attributable to the Annuity Reserves
being transferred to the number of Annuity Units of the Sub-Account to which
the transfer is made, so that the next Annuity Payment if it were made at that
time would be the same amount that it would have been without the transfer.
Thereafter, Annuity Payments will reflect changes in the value of the new
Annuity Units.
The amount transferred to the General Account from a Sub-Account will be
based on the Annuity Reserves for the Contract Owner in that Sub-Account.
Transfers to the General Account will be made by converting the Annuity Units
being transferred to purchase fixed Annuity Payments under the Annuity Option
in effect and based on the Age of the Annuitant at the time of the transfer.

4. The minimum amount which can be transferred is $10,000 or the
Contract Owner's entire interest in the Sub-Account, if less. The minimum
amount which must remain in a Sub-Account after a transfer is $10,000 or $0 if
the entire amount in the Sub-Account is transferred.

5. The Contract provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify
the transfer privilege described above. However, the Company has agreed to
give prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.

Contract Owners can elect to make transfers by telephone. To do so, Contract
Owners must complete a prior Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the
Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions. The
Company will not be liable for any loss, liability, cost or expense incurred
by the Contract Owner for acting in accordance with such telephone
instructions believed to be genuine. The telephone transfer privilege may be
discontinued at any time by the Company.

If there are Joint Contract Owners, unless the Company is informed to the
contrary, telephone instructions will be accepted from either of the Joint
Contract Owners.

WITHDRAWALS

During the Accumulation Period, the Contract Owner may, upon a Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.
The Contract Withdrawal Value is:

<C> <S>
1. The Contract Value as of the end of the Valuation Period
during which a Written Request for a withdrawal is received;
less

2. Any applicable Premium Taxes not previously deducted; less

3. The Annual Contract Maintenance Charge, if any; less

4. Any Purchase Payments credited to the Contract when based
upon checks that have not cleared the drawer bank.
</TABLE>

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Contract Owner's interest in the
Sub-Account bears to the total Contract Value. The Contract Owner must specify
by Written Request in advance which Sub-Account Units are to be canceled if
other than the above method is desired. If the Contract Owner makes a total
withdrawal, all of the Contract Owner's rights and interests in the Contract
will terminate.

The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of
Payments provision is in effect (or unless a shorter period is required under
applicable law or regulation).

The minimum Contract Value which must remain in the Contract after a partial
withdrawal is $50,000. The Company reserves the right to limit the number of
partial withdrawals that can be made from a Contract. Currently, there are no
limitations on the number of partial withdrawals.

Certain tax withdrawal penalties and restrictions may apply to withdrawals
from Contracts. (See "Tax Status" on Page __.)

SYSTEMATIC WITHDRAWALS

The Company permits a Systematic Withdrawal Plan which enables a Contract
Owner to pre-authorize (by providing the Company with a Written Request) a
periodic exercise of the contractual withdrawal rights. Systematic withdrawals
are made on any monthly date specified by the Contract Owner (or the next
following Valuation Date if the monthly date is not a Valuation Date). If no
start date is selected, the Company will automatically begin systematic
withdrawals within five (5) business days after the Written Request is
received. Contract Owners must be 59 1/2 or older to participate in the
program. A minimum Contract Value of $100,000 at the time the Systematic
Withdrawal Plan is elected is required. Certain tax penalties may apply to
withdrawals from the Contracts (see "Tax Status" - "Tax Treatment of
<PAGE>
Withdrawals - Qualified Contracts" on Page __). Contract Owners can choose
the frequency at which withdrawals will be made, i.e., monthly, quarterly,
semi-annually or annually. The amount will be withdrawn proportionately from
each Sub-Account held under the Contract unless otherwise directed by the
Contract Owner.

Changes to selections made by the Contract Owner may be made by Written
Request. The Systematic Withdrawal Option will terminate if: (i) the total
Contract Value is withdrawn; (ii) the last withdrawal as selected by the
Contract Owner has been made; (iii) there is insufficient Contract Value in
the Sub-Account to complete the withdrawal; (iv) Annuity Payments have
commenced; or (v) a Written Request from the Contract Owner to terminate the
option has been received at the Annuity Service Center at least (5) business
days prior to the next withdrawal request. Owners who elect to terminate the
Systematic Withdrawal Plan may re-institute the Plan by Written Request.

Contract Owners currently participating in the automatic premium system may
not simultaneously participate in the Systematic Withdrawal Plan. All the
provisions relating to withdrawals contained in the Contract are applicable to
the Systematic Withdrawal Plan.

SUSPENSION OR DEFERRAL OF PAYMENTS

The Company reserves the right to suspend or postpone payments for a
withdrawal or transfer for any period when:

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

2. Trading on the New York Stock Exchange is restricted;

3. An emergency exists as a result of which disposal of securities held in the
Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or

4. During any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Contract Owners;

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

<PAGE>
PROCEEDS PAYABLE ON DEATH

DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD

Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Primary Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner,
the surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary, unless previously changed by
Written Request.

Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Contract Owner
he or she may elect to continue the Contract at the then current Contract
Value (which may be less than the Death Benefit) in his or her own name and
exercise all the Contract Owner's rights under the Contract. In the event of
the simultaneous death of Joint Contract Owners, death benefits will be
determined in accordance with state law.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

The death benefit during the Accumulation Period will be the Contract Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election of the payment
method.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Contract Owner during
the Accumulation Period:

OPTION 1 - lump sum payment of the death benefit; or

OPTION 2 - the payment of the entire death benefit within five (5) years of
the date of the death of the Contract Owner; or

OPTION 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one (1) year
of the date of death of the Contract Owner or any Joint Contract Owner.

Any portion of the death benefit not applied under Option 3 within one (1)
year of the date of the Contract Owner's death, must be distributed within
five (5) years of the date of death.

A spousal Beneficiary may elect to continue the Contract in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.

<PAGE>
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected
during the sixty-day period beginning with the date of receipt by the Company
of proof of death.

DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD

If the Contract Owner or a Joint Contract Owner, who is not the Annuitant,
dies during the Annuity Period, any remaining payments under the Annuity
Option elected will continue to be made at least as rapidly as under the
method of distribution in effect at such Contract Owner's death. Upon the
death of a Contract Owner during the Annuity Period, the Beneficiary becomes
the Contract Owner.

DEATH OF ANNUITANT

Upon the death of the Annuitant, who is not a Contract Owner, during the
Accumulation Period, the Contract Owner may designate a new Annuitant, subject
to the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Contract Owner will become
the Annuitant. If the Contract Owner is a non-natural person, the death of
the Annuitant will be treated as the death of the Contract Owner and a new
Annuitant may not be designated. (See "Death of Contract Owner During
Accumulation Period" on Page __.)

Upon the death of the Annuitant on or after the Annuity Date, the death
benefit, if any, will be as specified in the Annuity Option elected. Death
benefits will be paid at least as rapidly as under the method of distribution
in effect at the Annuitant's death.

PAYMENT OF DEATH BENEFIT

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
<TABLE>

<C> <S>
1. a certified death certificate;

2. a certified decree of a court of competent jurisdiction as to the finding of
death; or

3. any other proof satisfactory to the Company.
</TABLE>

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.
<PAGE>
BENEFICIARY

The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Contract Owner provides otherwise, the death benefit
will be paid in equal shares to the Beneficiary(ies) as follows:

<C> <S>
1. to the Primary Beneficiary(ies) who survive the Contract Owner's and/or
the Annuitant's death, as applicable; or if there are none

2. to the Contingent Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are none

3. to the estate of the Contract Owner.
</TABLE>

Beneficiaries may be named irrevocably. In that case a change of Beneficiary
requires the consent of any irrevocable Beneficiary. If an irrevocable
Beneficiary is named, the Contract Owner retains all other contractual rights.

CHANGE OF BENEFICIARY

Subject to the rights of any irrevocable Beneficiary(ies), the Contract Owner
may change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A
change may be made by Written Request. The change will take effect as of the
date the notice is signed. The Company will not be liable for any payment made
or action taken before it records the change.

ANNUITY PROVISIONS

ANNUITY GUIDELINES

Once the Contract reaches the Annuity Date, the following guidelines apply:

1. The Contract Owner may elect to have the Contract Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed and
Variable Annuity. If a combination is elected, the Contract Owner must specify
what part of the Contract Value is to be applied to the Fixed and Variable
options.

2. The amount applied to an Annuity Option on the Annuity Date,
excluding any death benefit proceeds applied to an Annuity Option, is equal to
the Contract Value minus any applicable Premium Tax and Annual Contract
Maintenance Charge.

3. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump sum. If any
Annuity Payment is less than $100, the Company reserves the right to change
the payment basis to equivalent quarterly, semi-annual or annual payments.
<PAGE>
4. Contract Owners select an Annuity Date at the Issue Date. Contract
Owners may change the Annuity Date at any time prior to the Annuity Date by
Written Request 30 days prior to the new Annuity Date. The Annuity Date must
be the first day of a calendar month. The Annuity Date cannot be earlier than
five years after the Issue Date. The latest permitted Annuity Date is the
earlier of: (i) the 90th birthday of the Owner or Annuitant or the oldest Joint
Annuitant; or (ii) the latest date permitted under state law.

5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the Annuitant
under Option B, with 10 years of payments guaranteed. Unless specified
otherwise, the then Contract Value shall be used to provide a Variable
Annuity.

ANNUITY PAYMENTS

The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Contract Owner has by Written
Request selected an available Annuity Option and payment schedule. Except as
otherwise agreed to by the Contract Owner and the Company, Annuity Payments
will be payable monthly unless another Annuity Payment frequency is selected
by the Contract Owner. The Annuity Option and frequency of Annuity Payments
may not be changed by the Contract Owner after Annuity Payments begin. Unless
the Contract Owner specifies otherwise, the payee of the Annuity Payments
shall be the Annuitant.

If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves
the right to delay Annuity Payments until acceptable proof is received.

The Mortality and Expense Risk Charge is assessed during both the Accumulation
Period and Annuity Period. The Company will continue to assess the Mortality
and Expense Risk Charge during payment of an Annuity Option that does not
involve life contingency even though the Company no longer bears any mortality
risk on such payment obligation.

FIXED ANNUITY

A Fixed Annuity provides for payments which do not fluctuate based on
investment performance.

Fixed Annuity payments shall be determined by applying the Annuity Purchase
Rates set forth in the Fixed Annuity Rate Tables contained in the Contract to
the portion of the Contract Value allocated to the Fixed Annuity Option
selected by the Contract Owner.

VARIABLE ANNUITY

A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the Sub-Accounts Annuity Units credited to
the Variable Annuity Option.
<PAGE>
ANNUITY UNITS AND PAYMENTS

The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units.
The number of Annuity Units is determined as follows:

1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Contract Value to be
applied to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates are
set forth in the Variable Annuity Rate Tables in the Contract.

2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity Unit Value
on the payment date. The amount of each payment may vary.

ANNUITY UNIT VALUE

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined as follows:

1. The Net Investment Factor (see page __ for a description) for the
current Valuation Period is multiplied by the value of the Annuity Unit for
the Sub-Account for the immediately preceding Valuation Period.

2. The result in (1) is then divided by an assumed investment rate
factor. The assumed investment rate factor equals 1.00 plus the assumed
investment rate for the number of days since the preceding Valuation Date.
The assumed investment rate is based on an effective annual rate of 4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

ANNUITY OPTIONS

The Contract Owner may choose periodic Fixed and/or Variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent
to other plans of payment before the Annuity Date.

The following Annuity Options are available:

Annuity Option A - Life Income.

Periodic payments will be made as long as the Annuitant lives. UNDER THIS
OPTION IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF
THE ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY
PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF THE ANNUITANT WERE TO DIE BEFORE
THE DUE DATE OF THE THIRD ANNUITY PAYMENT; AND SO FORTH.

Annuity Option B - Life Income with Period Certain
<PAGE>
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5),
ten (10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed Annuity Payments remaining commuted and
paid in a lump sum.

Annuity Option C - Joint and Last Survivor Payments
Payments will be made during the joint lifetime of two Annuitants continuing
in the same amount during the lifetime of the surviving Annuitant. UNDER THIS
OPTION IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF
BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY
PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF BOTH ANNUITANTS WERE TO DIE
BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT; AND SO FORTH.

Annuity Option D - Joint and 2/3 Survivor Annuity

Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the Annuity Payment (or Units) in
effect during the joint lifetime. UNDER THIS OPTION IT WOULD BE POSSIBLE FOR
ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF BOTH ANNUITANTS WERE TO DIE
BEFORE THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY TWO (2) ANNUITY
PAYMENTS IF BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE THIRD
ANNUITY PAYMENT; AND SO FORTH.

Annuity Option E - Period Certain

Periodic payments will be made for a specified period that must be
at least five (5) years and not be more than thirty (30) years. If
the Contract Owner does not desire payments to continue for the remainder of
the guaranteed period, he/she may elect to have the present value of the
remaining payments commuted and paid in a lump sum or as an Annuity Option
purchased at the date of such election. Contract Owners should consult with
their tax adviser prior to electing this option.

Annuity Option F - Special Income Settlement Agreement

The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Contract Owner and the Company.

DISTRIBUTOR

The Contracts will be sold by licensed insurance agents in those states where
the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers,
Inc. and who have entered into distribution agreements with the Company and
the principal underwriter (Distributor) for the Contract. Connecticut Mutual
Financial Services, LLC. (the "Distributor"), an indirect wholly-owned
subsidiary of Connecticut Mutual serves as the principal underwriter for the
Contracts. The Distributor is located at 140 Garden Street, Hartford,
Connecticut 06154. The Distributor is registered with the Securities and
Exchange Commission as a broker-dealer and is a member of the National
<PAGE>
Association of Securities Dealers, Inc. No compensation is paid to selling
broker-dealers for sales of the Contracts.

It is anticipated that the offering of the Contracts will be continuous.

PERFORMANCE INFORMATION

MONEY MARKET SUB-ACCOUNT

From time to time, the Company may advertise its "yield" and "effective yield"
of the Money Market Sub-Account. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The "yield" of
the Money Market Sub-Account refers to the income generated by Contract Values
in the Money Market Sub-Account over a seven-day period (which period will be
stated in the advertisement). This income is "annualized." That is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
Contract Values in the Money Market Sub-Account. The "effective yield" is
calculated similarly. However, when annualized, the income earned by Contract
Values is assumed to be reinvested. This results in the "effective yield"
being slightly higher than the "yield" because of the compounding effect of
the assumed reinvestment. The yield figure will reflect the deduction of any
asset-based charges and any applicable Annual Contract Maintenance Charge, but
not Premium Taxes.

OTHER SUB-ACCOUNTS

From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Contract. Such data will show the percentage
change in the value of a Sub-Account's Accumulation Unit based on the
performance of the underlying investment vehicle over a period of time,
usually a calendar year, determined by dividing the increase (decrease) in
value for that Unit by the Accumulation Unit value at the beginning of the
period. This percentage figure will reflect the deduction of any asset-based
charges and any applicable Annual Contract Maintenance Charges under the
Contract, but not Premium Taxes.

Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return
figures reflect the deduction of any applicable Annual Contract Maintenance
Charge, as well as any asset-based charges, but not Premium Taxes.

The Company may make available yield information with respect to some of the
Sub-Accounts. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of any applicable Annual Contract Maintenance Charge as well as any
asset-based charges.

The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.

<PAGE>
In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Sub-Accounts
against established market indices such as the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average or other management
investment companies which have investment objectives similar to the
underlying Portfolio being compared. The Standard & Poor's 500 Composite
Stock Price Index is an unmanaged, unweighted average of 500 stocks, the
majority of which are listed on the New York Stock Exchange. The Dow Jones
Industrial Average is an unmanaged, weighted average of thirty blue chip
industrial corporations listed on the New York Stock Exchange. Both the
Standard & Poor's 500 Composite Stock Price Index and the Dow Jones Industrial
Average assume quarterly reinvestment of dividends. In addition, the Company
may, as appropriate, compare each Sub-Account's performance to that of other
types of investments such as certificates of deposit, savings accounts and
U.S. Treasuries, or to certain interest rate and inflation indices, such as
the Consumer Price Index, which is published by the U.S. Department of Labor
and measures the average change in prices over time of a fixed "market basket"
of certain specified goods and services. Similar comparisons of Sub-Account
performance may also be made with appropriate indices measuring the
performance of a defined group of securities widely recognized by investors as
representing a particular segment of the securities markets. For example,
Sub-Account performance may be compared with Donoghue Money Market
Institutional Averages (money market rates), Lehman Brothers Corporate Bond
Index (corporate bond interest rates) or Lehman Brothers Government Bond Index
(long-term U.S. Government obligation interest rates).

The Company may also distribute sales literature which compares the
performance of the Contracts and Insurance Investment Products Trust with the
contracts issued through the separate accounts of other insurance companies
and their underlying funds. Such information will be derived from the Lipper
Variable Insurance Products Performance Analysis Service, the VARDS Report or
from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.

The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Atlanta and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges. The Company's sales literature
utilizing these rankings will indicate which charges had been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.

Morningstar rates mutual funds used with variable contracts against its peers
with similar investment objectives. Morningstar does not rate any mutual fund
that has less than three years of performance data. The Company's sales
<PAGE>
literature utilizing these rankings will indicate whether they reflect the
deduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the ranking might have been lower.

TAX STATUS

GENERAL

NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING
OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE
COMPANY CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS
WILL BE MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE
REGARDING THE POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE
THE TAX STATUS OF THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT
THE CONTRACTS MAY NOT BE TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL
INCOME TAX LAWS. IT SHOULD BE FURTHER UNDERSTOOD THAT THE FOLLOWING
DISCUSSION IS NOT EXHAUSTIVE AND THAT SPECIAL RULES NOT DESCRIBED IN THIS
PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER, NO ATTEMPT
HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.

Section 72 of the Code governs taxation of annuities in general. A Contract
Owner is not taxed on increases in the value of a Contract until distribution
occurs, either in the form of a lump sum payment or as Annuity Payments under
the Annuity Option selected. For a lump sum payment received as a total
withdrawal (total surrender), the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Contract. For Non-Qualified
Contracts, this cost basis is generally the Purchase Payments, while for
Qualified Contracts there may be no cost basis. The taxable portion of the
lump sum payment is taxed at ordinary income tax rates.

For Annuity Payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments
based on a fixed Annuity Option is determined by multiplying the payment by
the ratio that the cost basis of the Contract (adjusted for any period certain
or refund feature) bears to the expected return under the Contract. The
exclusion amount for payments based on a variable Annuity Option is determined
by dividing the cost basis of the Contract (adjusted for any period certain or
refund guarantee) by the number of years over which the annuity is expected to
be paid. Payments received after the investment in the Contract has been
recovered (i.e. when the total of the excludable amounts equal the investment
in the Contract) are fully taxable. The taxable portion is taxed at ordinary
income tax rates. For certain types of Qualified Plans there may be no cost
basis in the Contract within the meaning of Section 72 of the Code. Contract
Owners, Annuitants, and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any distributions.

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

<PAGE>
DIVERSIFICATION

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

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The
Regulations amplify the diversification requirements for variable contracts
set forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be
deemed adequately diversified if: (1) no more than 55% of the value of the
total assets of the portfolio is represented by any one investment; (2) no
more than 70% of the value of the total assets of the portfolio is represented
by any two investments; (3) no more than 80% of the value of the total assets
of the portfolio is represented by any three investments; and (4) no more than
90% of the value of the total assets of the portfolio is represented by any
four investments.

The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, "each United States
Government agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Eligible Investments underlying the Contracts
will be managed in such a manner as to comply with these diversification
requirements.

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

The amount of Contract Owner control which may be exercised under the Contract
is different in some respects from the situations addressed in published
rulings issued by the Internal Revenue Service in which it was held that the
policy owner was not the owner of the assets of the separate account. It is
<PAGE>
unknown whether these differences, such as the Contract Owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the Contract Owner to be considered as the owner of the
assets of the Separate Account resulting in the imposition of federal income
tax to the Contract Owner with respect to earnings allocable to the Contract
prior to receipt of payments under the Contract.

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

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

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of contracts. Contract Owners should consult a tax adviser
prior to purchasing more than one non-qualified annuity contract in any
calendar year.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Contract Owners
should therefore consult competent tax advisers should they wish to assign or
pledge their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Contract Owner are subject to federal income tax withholding.
Generally, amounts are withheld from periodic payments at the same rate as
wages and at the rate of 10% from non-periodic payments. However, the
Contract Owner, in most cases, may elect not to have taxes withheld or to have
withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 of the Code, which are not directly rolled over to
another eligible retirement plan or individual retirement account or
individual retirement annuity, are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement does not apply to: a)
distributions for the life or life expectancy of the participant or joint and
last survivor expectancy of the participant and a designated beneficiary; or
b) distributions for a specified period of ten (10) years or more; or c)
distributions which are required minimum distributions. Participants under
such plans should consult their own tax counsel or other tax advisor regarding
<PAGE>
withholding.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Contract Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income.
It further provides that a 10% penalty will apply to the income portion of
any distribution. However, the penalty is not imposed on amounts received:
(a) after the taxpayer reaches age 59 1/2; (b) after the death of the Contract
Owner; (c) if the taxpayer is totally disabled (for this purpose disability is
as defined in Section 72(m)(7) of the Code); (d) in a series of substantially
equal periodic payments made not less frequently than annually for the life
(or life expectancy) of the taxpayer or for the joint lives (or joint life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an
immediate annuity; or (f) which are allocable to purchase payments made prior
to August 14, 1982.

The above information does not apply to Qualified Contracts. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals -Qualified Contracts" below.)

QUALIFIED PLANS

The Contracts offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Contract Owners, Annuitants and Beneficiaries are cautioned
that benefits under a Qualified Plan may be subject to the terms and
conditions of the plan regardless of the terms and conditions of the Contracts
issued pursuant to the plan. Some retirement plans are subject to distribution
and other requirements that are not incorporated into the Contract's
administrative procedures. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts comply with applicable law.
Following are general descriptions of the types of Qualified Plans with which
the Contracts may be used. Such descriptions are not exhaustive and are for
general informational purposes only. The tax rules regarding Qualified Plans
are very complex and will have differing applications depending on individual
facts and circumstances. Each purchaser should obtain competent tax advice
prior to purchasing a Contract issued under a Qualified Plan.

Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available as described
in this Prospectus. Generally, Contracts issued pursuant to Qualified Plans
are not transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Contracts. (See "Tax
Treatment of Withdrawals -Qualified Contracts" below.)

<PAGE>
On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection
with certain Qualified Plans will utilize annuity tables which do not
differentiate on the basis of sex. Such annuity tables will also be available
for use in connection with certain non-qualified deferred compensation plans.

H.R. 10 PLANS

Section 401 of the Code permits self-employed individuals to establish
Qualified Plans for themselves and their employees, commonly referred to as
"H.R. 10" or "Keogh" plans. Contributions made to the Plan for the benefit of
the employees will not be included in the gross income of the employees until
distributed from the Plan. The tax consequences to participants may vary
depending upon the particular plan design. However, the Code places
limitations and restrictions on all Plans including on such items as: amount
of allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and non-forfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions, withdrawals and surrenders. (See "Tax Treatment of Withdrawals
- - Qualified Contracts" below.) These retirement plans may permit the purchase
of the Contracts to accumulate retirement savings under the plans. Adverse
tax or other legal consequences to the Plan, to the participant or to both may
result if the Contract is assigned or transferred to any individual as a means
to provide benefit payments, unless the Plan complies with all legal
requirements applicable to such benefits prior to the transfer of the
Contract. Purchasers of Contracts for use with an H.R. 10 Plan should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.

INDIVIDUAL RETIREMENT ANNUITIES

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to
an IRA which will be deductible from the individual's gross income. These
IRAs are subject to limitations on eligibility, contributions, transferability
and distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Contracts for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of Contracts to be qualified as Individual Retirement Annuities
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.

CORPORATE PENSION AND PROFIT-SHARING PLANS

Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the Contracts to provide benefits under the Plan.
<PAGE>
Contributions to the Plan for the benefit of employees will not be includible
in the gross income of the employees until distributed from the Plan. The tax
consequences to participants may vary depending upon the particular plan
design. However, the Code places limitations and restrictions on all plans
including on such items as: amount of allowable contributions; form, manner
and timing of distributions; transferability of benefits; vesting and
non-forfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
These retirement plans may permit the purchaser of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences
to the plan, to the participant, or to both may result if the Contract is
assigned or transferred to any individual as a means to provide benefit
payments, unless the plan complies with all legal requirements applicable to
such benefits prior to transfer of the Contract. Purchasers of Contracts for
use with Corporate Pension or Profit-Sharing Plans should obtain competent tax
advice as to the tax treatment and suitability of such an investment.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty
tax on the taxable portion of any distribution from qualified retirement
plans, including Contracts issued and qualified under Code Sections 401 (H.R.
10 and Corporate Pension and Profit-Sharing Plans) and 408(b) (Individual
Retirement Annuities). To the extent amounts are not includible in gross
income because they have been rolled over to an IRA or to another eligible
Qualified Plan, no tax penalty will be imposed. The tax penalty will not
apply to the following distributions: (a) if distribution is made on or after
the date on which the Contract Owner or Annuitant (as applicable) reaches age
59 1/2; (b) distributions following the death or disability of the Contract
Owner or Annuitant (as applicable) (for this purpose disability is as defined
in Section 72(m)(7) of the Code); (c) after separation from service,
distributions that are part of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the
Contract Owner or Annuitant (as applicable) or the joint lives (or joint life
expectancies) of such Contract Owner or Annuitant (as applicable) and his or
her designated Beneficiary; (d) distributions to a Contract Owner or Annuitant
(as applicable) who has separated from service after he/she has attained age
55; (e) distributions made to the Contract Owner or Annuitant (as applicable)
to the extent such distributions do not exceed the amount allowable as a
deduction under Code Section 213 to the Contract Owner or Annuitant (as
applicable) for amounts paid during the taxable year for medical care; and (f)
distributions made to an alternate payee pursuant to a qualified domestic
relations order. The exceptions stated in (d), (e) and (f) above do not apply
in the case of an Individual Retirement Annuity. The exception stated in (c)
above applies to an Individual Retirement Annuity without the requirement that
there be a separation from service.

<PAGE>
Generally, distributions from a Qualified Plan must commence no later than
April 1 of the calendar year, following the year in which the employee attains
age 70 1/2. Required distributions must be over a period not exceeding the
life expectancy of the individual or the joint lives or life expectancies of
the individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Generally, investment earnings on Purchase Payments for Contracts will be
taxed currently to the Contract Owner if the Owner is a non-natural person,
e.g., a corporation, or certain other entities other than tax-qualified
trusts. Such Contracts generally will not be treated as annuities for federal
income tax purposes.

FINANCIAL STATEMENTS

Financial statements of the Company have been included in the Statement of
Additional Information. No financial statements for the Separate Account have
been included herein because, as of the date of this Prospectus the
Sub-Accounts available under the Contracts offered hereunder had no assets.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party which would have a negative impact
on any party's ability to meet its obligations under the Contracts.

<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>

<S> <C>
Item Page
- ---------------------------------------------------- ----

Company.............................................

Experts.............................................

Legal Opinions......................................

Distributor.........................................

Yield Calculation for Money Market Sub-Account......

Performance Information.............................

Annuity Provisions..................................

Financial Statements................................
</TABLE>

<PAGE>

__________________

FRONT
- -----
Connecticut Mutual Life
Insurance Company
Attention: XXXXXXXXXXXX
P.O. Box XXXX
Hartford, Connecticut 06154

</TABLE>

<S> <C>
Please send me, at no charge the Statement of Additional
Information dated , 1995 for the Individual Deferred
-------------------------------------------------------------------------------
Variable Annuity Contracts issued by CML/OFFITBANK Variable Annuity
Separate Account.

BACK
- ----
(Please print or type and fill in all information.)

____________________________________________________
Name

____________________________________________________
Address

______________________________________________________
City State ZIP Code

</TABLE>

<PAGE>

PART B

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS

WITH FLEXIBLE PURCHASE PAYMENTS

ISSUED BY

CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT

AND

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED NOVEMBER __, 1995 FOR THE
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE PURCHASE
PAYMENTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE
INVESTOR OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL
(800)XXX-XXXX OR WRITE TO THE ANNUITY SERVICE CENTER AT 1295 State Street,
Springfield, MA 01111

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED DECEMBER ____, 1995.

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>

Page
----

Company............................................................................. 3

Experts............................................................................. 3

Legal Opinions...................................................................... 3

Distributor......................................................................... 3

Yield Calculation For Money Market Sub-Account...................................... 3

Performance Information............................................................. 4

Annuity Provisions.................................................................. 5

Financial Statements................................................................ 5

</TABLE>

<PAGE>
COMPANY

Information regarding the Company and its ownership is contained in the
Prospectus.

EXPERTS

The financial statements of the Company as of December 31, 1994 and 1993,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994 have been included herein and 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 accounting and auditing.

LEGAL OPINIONS

Legal matters in connection with the contracts have been passed upon by
the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut.

DISTRIBUTOR

Connecticut Mutual Services, LLC ("CMFS, LLC") is the distributor of the
Contracts. CMFS, LLC is a limited liability corporation and a broker-dealer
registered with the Securities and Exchange Commission and a member of the
National Association of Securities Dealers, Inc. CMFS, LLC is an affiliate of
Connecticut Mutual Life Insurance Company and G.R. Phelps & Company, Inc., the
investment adviser to Connecticut Mutual Financial Services Series Fund I, Inc.
The offering is on a continuous basis.

YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT

The Money Market Sub-Account of the Separate Account will calculate its
current yield based upon the seven days ended on the date of calculation.

The current yield of the Money Market Sub-Account is computed by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing Contract Owner account having a balance of one
Accumulation Unit of the Sub-Account at the beginning of the period,
subtracting the Mortality and Expense Risk Charge, the Administrative Charge
and the Annual Contract Maintenance Charge, dividing the difference by the
value of the account at the beginning of the same period to obtain the base
period return and multiplying the result by (365/7).

The Money Market Sub-Account computes its effective compound yield
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
Money Market Sub-Account assets.

Net investment income for yield quotation purposes will not include
either realized capital gains and losses or unrealized appreciation and
depreciation, whether reinvested or not.

<PAGE>
The yields quoted should not be considered a representation of the yield
of the Money Market Sub-Account in the future since the yield is not fixed.
Actual yields will depend not only on the type, quality and maturities of the
investments held by the Money Market Sub-Account and changes in the interest
rates on such investments, but also on changes in the Money Market
Sub-Account's expenses during the period.

Yield information may be useful in reviewing the performance of the Money
Market Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Money Market Sub-Account's yield
fluctuates, unlike bank deposits or other investments which typically pay a
fixed yield for a stated period of time.

PERFORMANCE INFORMATION

From time to time, the Company may advertise performance data as
described in the Prospectus. Any such advertisement will include total return
figures for the time periods indicated in the advertisement. Such total
return figures will reflect the deduction of a 0.38% Mortality and Expense
Risk Charge, a 0.01% Administrative Charge, the investment advisory fee for
the underlying Portfolio being advertised and any applicable Annual Contract
Maintenance Charge.

The hypothetical value of a Contract purchased for the time periods
described in the advertisement will be determined by using the actual
Accumulation Unit Values for an initial $1,000 purchase payment, and deducting
any applicable Annual Contract Maintenance Charge to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 purchase payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the
end of the time periods described. The formula used in these calculations is:

n
P (1+T) = ERV
<TABLE>
<CAPTION>

<S> <C> <C>
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment
made at the beginning of the time periods used.
</TABLE>

In addition to total return data, the Company may include yield information in
its advertisements. For each Sub-Account (other than the Money Market
Sub-Account) for which the Company will advertise yield, it will show a yield
quotation based on a 30 day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account included in the registration
statement, computed by dividing the net investment income per Accumulation
<PAGE>
Unit earned during the period by the maximum offering price per Unit on the
last day of the period, according to the following formula:

Yield = 2 [((a-b)/(cd) + 1) - 1]

<S> <C> <C>
Where:

a = Net investment income earned during the period by the Trust
attributable to shares owned by the Sub-Account.

b = Expenses accrued for the period (net of reimbursements).

c = The average daily number of Accumulation Units outstanding
during the period.

d = The maximum offering price per Accumulation Unit on the last day
of the period.
</TABLE>

Contract Owners should note that the investment results of each Sub-Account
will fluctuate over time, and any presentation of the Sub-Account's total
return or yield for any period should not be considered as a representation of
what an investment may earn or what a Contract Owner's total return or yield
may be in any future period.

ANNUITY PROVISIONS

A Variable Annuity is an annuity with payments which; (1) are not
predetermined as to dollar amount; and (2) will vary in amount with the net
investment results of the applicable Sub-Accounts of the Separate Account.
Annuity Payments also depend upon the Age of the Annuitant and any Joint
Annuitant and the assumed interest factor utilized. The Annuity Table used
will depend upon the Annuity Option chosen. The dollar amount of annuity
payments after the first is determined as follows;

<TABLE>

<C> <S>
1. The dollar amount of the first Annuity Payment is divided
by the value of a Date. This establishes the
number of Annuity Units for each Annuity Payment. The number
of Annuity Units remains fixed during the Annuity Period.

<PAGE>
2. For each Sub-Account, the fixed number of Annuity Units is
multiplied by the Annuity Unit value on each subsequent
Annuity Payment Date.

3. The total dollar amount of each Variable Annuity Payment is the
sum of all Sub-Account Variable Annuity Payments.
</TABLE>

(See "Annuity Provisions" in the Prospectus.)

FINANCIAL STATEMENTS

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

No financial statements for the Separate Account have been included
herein, because, as of the date of this statement of Additional Information,
the Sub-Accounts available under the Contract has no assets.

<PAGE>
ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________

To the Policyholders of Connecticut Mutual Life Insurance Company:

We have audited the accompanying balance sheets of Connecticut Mutual Life
Insurance Company (the "Company") as of December 31, 1994 and 1993, and the
related statements of operations, surplus and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Connecticut Mutual Life
Insurance Company as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP
__________________________

Hartford, Connecticut
February 15, 1995

<PAGE>
<TABLE>
<CAPTION>
BALANCE SHEETS
<S> <C> <C>
AS OF DECEMBER 31 (IN MILLIONS) 1994 1993
ASSETS
Bonds $ 5,613.8 $ 5,005.4
Stocks 370.9 399.9
Mortgage loans 1,086.6 1,636.3
Real Estate 436.7 481.8
Cash And Cash Equivalents 65.8 44.9
Other Invested Assets 143.0 124.6
Policy Loans 1,559.0 1,525.9
Other Assets 407.5 381.6
Separate Account Assets 2,022.8 1,919.4
$11,706.1 $11,519.8
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31 (IN MILLIONS) 1994 1993
<S> <C> <C>
LIABILITIES
Policyholders' Reserves and Funds $ 7,746.9 $ 7,271.9
Policyholders' Dividends Reserved For
Following Year 295.1 285.6
Group Pension and Other Deposits 551.5 763.9
Notes Payable and Other Borrowings 153.0 277.7
Asset Valuation Reserve 123.0 131.2
Other Liabilities 174.0 217.5
Separate Account Liabilities 2,022.8 1,919.4
Total 11,066.3 10,867.2
Surplus 639.8 652.6
$11,706.1 $11,519.8
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
<S> <C> <C>
FOR THE YEARS ENDED DECEMBER 31 (IN MILLIONS) 1994 1993
Revenues
Premiums and Annuity Considerations $1,146.7 $1,121.7
Net Investment Income 647.8 699.9
Other Income 37.9 11.4
Total Revenues 1,832.4 1,833.0
BENEFITS AND EXPENSES
Benefits and Interest To Policyholders And
Beneficiaries 729.7 716.1
Net Provision For Future Benefits 430.4 342.4
Commissions and Operating Expenses 330.9 361.7
1,491.0 1,420.2
TAXES
Federal Income and Other Taxes 25.8 80.3
Total Benefits, Expenses and Taxes 1,516.8 1,500.5
INCOME FROM OPERATIONS
BEFORE DIVIDENDS AND REALIZED
CAPITAL LOSSES 315.6 332.5
DIVIDENDS TO POLICYHOLDERS 301.2 290.6
INCOME FROM OPERATIONS BEFORE
REALIZED CAPITAL LOSSES 14.4 41.9
NET REALIZED CAPITAL LOSSES (29.3) (19.3)
NET (LOSS) INCOME $ (14.9) $ 22.6
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF SURPLUS
<S> <C> <C>
FOR THE YEARS ENDED DECEMBER 31 (IN MILLIONS) 1994 1993
Balance, Beginning of Year $652.6 $606.9
Net (Loss) Income (14.9) 22.6
Net Change in Unrealized Gains On Investments 6.9 45.7
Change In Asset Valuation Reserve 8.2 (22.8)
Other Changes, Net (13.0) .2
Balance, End of Year $639.8 $652.6
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
<S> <C> <C>
FOR THE YEARS ENDED DECEMBER 31 (IN MILLIONS) 1994 1993
CASH PROVIDED
Premiums and Annuity Considerations $1,145.9 $1,114.3
Group Pension and Other Deposits 444.0 423.7
Net Investment Income 668.3 735.5
Other Income 40.0 34.0
2,298.2 2,307.5
Benefits and Interest To Policyholders
and Beneficiaries 1,292.9 1,597.8
Dividends to Policyholders 292.1 302.0
Commissions and Operating Expenses 350.8 364.2
Federal Income Taxes (6.5) 71.8
Other, Net 149.2 179.0
2,078.5 2,514.8
Net Cash from Operations 219.7 (207.3)
Proceeds from Sales of Bonds And Stocks 842.5 1,451.3
Mortgage Loan Sales and Repayments 475.8 259.2
Other Sources (27.2) 217.3
TOTAL CASH PROVIDED 1,510.8 1,720.5
CASH APPLIED
Purchases of Bonds and Stocks 1,390.7 1,604.1
Mortgage Loans Made 21.0 61.2
Other Applications 78.2 38.0
TOTAL CASH APPLIED 1,489.9 1,703.3
Net Increase in Cash and
Cash Equivalents 20.9 17.2
CASH AND CASH EQUIVALENTS
Beginning of Year 44.9 27.7
End of Year $ 65.8 $ 44.9
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>
NOTES TO
FINANCIAL STATEMENTS

1. SUMMARY OF ACCOUNTING POLICIES:
The financial statements of Connecticut Mutual Life Insurance Company (the
Company) have been prepared in conformity with accounting practices and
procedures of the National Association of Insurance Commissioners (NAIC)
as prescribed or permitted by the Insurance Department of the State of
Connecticut, which are considered to be Generally Accepted Accounting
Principles (GAAP) for mutual life insurance companies (see note 1j). the
principal accounting practices followed by the company are as follows:

A. ASSETS -
Assets are stated at amounts reported to state regulatory authorities.
Certain assets, such as amounts due from agents and furniture and
equipment, are excluded from the balance sheet and amounted to $20.6
million and $20.1 million as of December 31, 1994 and 1993,
respectively.

B. INVESTMENTS -
Investments are valued in accordance with procedures prescribed by the
NAIC. Bonds eligible for amortization are reported at amortized cost.
Eligible preferred stocks are reported at cost and common stocks are
reported at market value. Policy loans are reported at the aggregate
amount of the unpaid balances. Mortgage loans are reported at the
unpaid principal unless delinquent, at which time they are reported at
the lower of the unpaid principal or fair value. Real estate
investments which have been identified for possible sale within the
next twelve months are reported at the lower of cost, less accumulated
depreciation of $19.3 and $7.2 or market value as of December 31, 1994
and 1993, respectively. Real estate investments which have been
identified as held for investment are valued at the lower of cost, less
accumulated depreciation of $44.9 and $55.6 or management's estimate of
value as determined by discounting the estimated future cash flows of
the real estate properties, net of encumbrances of $1.3 and $2.2 as of
December 31, 1994 and 1993, respectively. The Company calculates
depreciation for its real estate investments using principally the
straight line method. investments in non-insurance affiliates and
partnership interests are reported at amounts representing the
Company's equity in their net assets.

The Company maintains an Interest Maintenance Reserve (IMR) for all
fixed income investments and establishes a liability to defer all
interest rate related realized capital gains and losses, net of taxes,
as they occur. The deferral is subsequently amortized to net
investment income over the period remaining to maturity of the assets
sold. All other realized gains and losses are reported in the
Statements of Operations upon sale. Unrealized capital gains and
losses are reported as additions to or reductions from surplus.

The Asset Valuation Reserve (AVR), prescribed by the NAIC, provides for
possible decline in the value of bonds, stocks, mortgage loans, real
estate and other invested assets. This reserve contains different
components, each designed to address specific asset risks. Changes in
the AVR are charged or credited directly to surplus.

C. DISCLOSURE OF THE FAIR VALUE OF FINANCIAL INSTRUMENTS -
Throughout the notes to the financial statements is fair value
information about certain financial instruments. Fair value is defined
as the amount at which the instrument could be exchanged in a current
transaction between willing parties other than in a forced or
liquidation sale. If quoted market prices are not available, the value
are estimated using discounted cash flow analysis or other valuation
techniques. These various techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future
cash flows.
<PAGE>
D. POLICYHOLDERS' RESERVES -
Reserves for payment of future benefits on life and annuity contracts,
developed using accepted actuarial methods, are established and
maintained primarily on the Net Level Premium method and the
Commissioners Reserve Valuation method. Reserves for life insurance
policies are based generally on the 1941, 1958 and 1980 Commissioners
Standard Ordinary and the American Experience mortality tables, with
interest rates ranging from 2.5% to 5.5%. Reserves for annuity
contracts are based principally on the 1951, 1971 and 1983 Group
Annuity and Individual Annuity Tables, with interest rates ranging from
3.5% to 7.5%.

E. SEPARATE ACCOUNTS -
Separate accounts include the assets and liabilities of certain pension
and annuity contracts that are segregated from the Company's general
assets under the terms of the contracts. Premiums, benefits and
expenses related to these contracts are reported in the Statements of
Operations. The assets consist primarily of marketable securities
reported at market value. These securities are traded on securities
exchanges and over-the-counter markets. Short-term securities are
carried at amounts which approximate fair value.

F. PREMIUMS AND INSURANCE OPERATING EXPENSES -
Premiums are reported as income when due. Commissions and other costs
relating to the solicitation, underwriting and issuance of new
contracts are reported as insurance operating expenses in the year
incurred.

G. FEDERAL INCOME TAXES -
The Company is taxed at regular corporate tax rates on taxable income
as defined by the Internal Revenue Code of 1986, as amended, and files
a consolidated Federal income tax return for its life insurance and
non- life insurance subsidiaries. The provision for Federal income
taxes is based on income which is currently taxable.

H. POLICYHOLDERS' DIVIDENDS -
The liability for policyholders' dividends is the Company's estimate of
dividends to be paid in the following year. In general, the dividend
scale, which is approved by the Board of Directors, reflects the
relative contribution of each group of participating policies to the
Company's surplus.

I. CASH EQUIVALENTS -
The company considers all highly liquid short-term investments with a
maturity of six months or less from the date of purchase to be cash
equivalents. The carrying amounts reported in the Balance Sheets
approximate those assets' fair value.

J. NEW ACCOUNTING PRONOUNCEMENT -
The Financial Accounting Standards Board (FASB) has issued an
interpretation declaring that financial statements of mutual life
insurance companies, which are prepared on the basis of statutory
accounting principles, will no longer be considered to be in conformity
with GAAP. This interpretation applies to financial statements issued
for fiscal years beginning after December 15, 1995. Certain accounting
principles for mutual life insurance companies, which will be required
to be in compliance with GAAP, were also issued by the FASB and the
American Institute of Certified Public Accountants in January 1995. The
financial statement impact of adopting these accounting principles has
not been determined by the Company. The effect of initially adopting
the FASB interpretation shall be reported retroactively through
restatement of all previously issued financial statements presented for
comparative purposes for fiscal years beginning after December 15,
1992.

K. RECLASSIFICATIONS -
Certain prior year amounts have been reclassified to conform to the
current year presentation.
<PAGE>
2. INVESTMENTS:
BONDS
The carrying value and estimated fair value of investments in bonds as
of December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
1994 (In Millions) Value Gains Losses Value
U.S. Government Obligations $1,053.8 $ 4.0 $ 63.8 $ 994.0
Special revenue and special
assessment obligations and all non-
guaranteed obligations of government
agencies, authorities and subdivisions 797.0 3.1 71.2 728.9
Foreign Government, Province
and Municipal 103.6 1.1 6.6 98.1
Public Utility 238.7 2.4 12.8 228.3
Industrial 3,420.7 64.3 141.7 3,343.3
Total $5,613.8 $74.9 $296.1 $5,392.6
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
1993 (In Millions) Value Gains Losses Value
U.S. Government Obligations $ 928.6 $ 58.5 $ 2.4 $ 984.7
Special revenue and special
assessment obligations and all non-
guaranteed obligations of government
agencies, authorities and subdivisions 692.8 40.9 5.7 728.0
Foreign Government, Province
and Municipal 95.6 8.0 - 103.6
Public Utility 290.0 19.3 1.0 308.3
Industrial 2,998.4 276.2 18.5 3,256.1
Total $5,005.4 $402.9 $27.6 $5,380.7
</TABLE>

<PAGE>
The carrying value and estimated fair value of the Company's bond investments
as of December 31, 1994, by contractual maturity, are shown below. Expected
maturities may differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties.

Carrying Estimated
(In Millions) Value Fair Value
Due in one year or less....................... $ 61.8 $ 62.4
Due after one year through five years......... 577.3 573.7
Due after five years through ten years........ 1,915.1 1,846.0
Due after ten years........................... 1,155.5 1,106.4
Mortgage backed securities, including securities
guaranteed by the U.S. Government 1,904.1 1,804.1
Total......................................... $5,613.8 $5,392.6
</TABLE>

Proceeds from sales of bonds were $743.9 million and $1,406.9 million in 1994
and 1993, respectively. Gross gains of $21.4 million and $47.3 million and
gross losses of $6.5 million and $10.1 million were realized on sales in 1994
and 1993, respectively.

The estimated fair values for public bonds are based on the quoted market
price
from various external bond pricing services. Private bonds are assigned an
internal quality rating which parallels independent rating agency criteria and
is consistent with NAIC ratings. The fair value of these bonds is estimated
by
discounting the expected future cash flows using a current discount rate based
on the quality rating and maturity of the specific instruments.

Common and Preferred Stock
Investments in equity securities as of December 31, 1994 and 1993 were as
follows:

<S> <C> <C> <C> <C>
1994 1993
Carrying Estimated Carrying Estimated
(In Millions) Value Fair Value Value Fair Value
Common Stock..................... $ 92.6 $ 92.6 $ 98.1 $ 98.1
Preferred Stock.................. 1.6 1.6 1.8 1.5
Investment in Subsidiaries....... 276.7 276.7 300.0 300.0
Total............................ $370.9 $370.9 $399.9 $399.6
</TABLE>

Carrying values for common and preferred stock reflect estimated fair values
based on quoted market prices from national securities exchanges and over-the-
counter markets. Investments in subsidiaries are reported at amounts
representing the Company's equity in their net assets.

<PAGE>
On July 15, 1994, DHC Inc., a wholly-owned subsidiary of the Company, sold its
100 percent ownership in GroupAmerica Insurance Company to Veritas, Inc., for
$52.1 million in cash.

Mortgage Loans
The following table provides a breakdown of the mortgage portfolio by
geographic location as of December 31, 1994 and 1993:

<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
Carrying Carrying
(In Millions) Value Value
United States
Northeast................................ $ 430.3 $ 652.5
South Atlantic........................... 161.9 226.9
North Central............................ 146.9 219.1
South Central............................ 132.9 194.7
West..................................... 214.6 343.1
Total.................................. $1,086.6 $1,636.3
</TABLE>

In 1994 the Company sold $249.0 million of urban real estate mortgages to an
unrelated party resulting in a loss of $18.6 million after taxes. In
accordance with statutory accounting procedures $12.2 million of the loss is
deferred in the IMR and will be amortized in future years through the
Statement of Operations.

Mortgages whose terms were modified aggregated $172.7 million and $243.1
million, which represented 15.9% and 14.9% of the total portfolio as of
December 31, 1994 and 1993, respectively. Income recognized during 1994 and
1993 on these restructured loans was $11.2 million and $17.0 million,
respectively. Income that would have been recognized during 1994 and 1993 on
these loans, if such loans were current in accordance with their original
terms and were outstanding throughout the year, was $17.0 million and $26.2
million, respectively. Commitments to lend additional funds to mortgage loan
borrowers, on loans whose terms have been modified, were $1.3 million and $1.9
million as of December 31, 1994 and 1993, respectively.

The Company had loans either overdue more than three months or in process of
foreclosure of $64.6 million and $98.4 million at December 31, 1994 and 1993,
respectively. Additionally, the Company received properties which it acquired
in satisfaction of debt of $48.1 million and $78.8 million during 1994 and
1993, respectively.

The estimated fair value of mortgages at December 31, 1994 and 1993 was
$1,057.5 and $1,683.2 million, respectively. The value for performing
mortgages is determined by discounting the expected future cash flow using
the current interest rate at which similar loans with similar remaining
maturities would be made to borrowers with similar credit ratings. Non-
performing mortgages are valued based on a discounted cash flow analysis on
the underlying collateral using current market rates for similar collateral.

<PAGE>
Capital Gains and Losses
The components of capital gains and losses were as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Realized Change in Unrealized
(In Millions) 1994 1993 1994 1993

Bonds $14.9 $ 37.2 $ 0.6 $ 4.3
Stocks 1.6 3.6 6.9 48.5
Mortgage Loans (43.6) (24.2) (3.3) (5.4)
Real Estate (21.7) 4.1 3.3 (2.8)
Other 7.0 (1.9) (0.6) 1.1
(41.8) 18.8 6.9 45.7
Transferred to Interest Maintenance Reserve 3.0 (25.4) - -
(38.8) (6.6) 6.9 45.7
Federal Tax on Capital Gains 9.5 (12.7) - -
Capital Gains (Losses), Net of Taxes $(29.3) $(19.3) $6.9 $45.7
</TABLE>

Net Investment Income
Net investment income for the Company was derived from the following sources:

<TABLE>
<CAPTION>
<S> <C> <C>
(In Millions) 1994 1993

Bonds $429.3 $424.3
Mortgage Loans 120.0 154.8
Real Estate 74.3 77.3
Policy Loans 106.1 111.4
Other 13.6 29.0
Gross investment income 743.3 796.8
Less investment expenses 95.5 96.9
Net investment income $647.8 $699.9
</TABLE>

3. Derivatives:
The Company has only limited involvement with derivative financial instruments
as defined in Statement of Financial Accounting Standards (SFAS) No. 119,
which include swaps, options, and futures. Derivatives are utilized to manage
interest rate and equity price risks, and are not used for trading purposes.

No ongoing active program exists for conducting swap transactions. As of
December 31, 1994, the Company held three swap investments totaling $20.1
million, which were entered into prior to 1991.

During 1994 and 1993, options were utilized to hedge equity exposures, and
were accounted for on a mark to market basis. The net 1994 and 1993 realized
losses from this activity was $2.9 million and $4.0 million, respectively.
The notional amount of such options (protective puts) totaled $74.6 million as
of December 31, 1994.

During 1994, interest rate futures were utilized to hedge the reinvestment of
an anticipated $218 million proceeds from a bulk mortgage sale. The actual
futures gain of $2.0 million is being amortized over the expected term of the
assets acquired with the sale proceeds. No interest rate futures were held as
of December 31, 1994.

<PAGE>
4. Policy Loans:

Policy loans are issued with either fixed or variable interest rates,
depending upon the terms of the policies. For those loans with fixed interest
rates, the interest rates range from 5% to 8%. Since policy loans do not have
defined maturities, management does not believe it is practicable to estimate
fair value of fixed rate policy loans. For loans with variable interest
rates, the rates are adjusted annually based upon changes in a corporate bond
index and the loans are stated at fair value.

The carrying value of policy loans as of December 31, 1994 and 1993 was as
follows:

<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
Carrying Carrying
(In Millions) Value Value
Fixed................................ $ 504.3 $ 539.4
Variable............................. 1,054.7 986.5
Total............................ $1,559.0 $1,525.9
</TABLE>

5. Retirement Benefits:
Pension Benefits -
The Company sponsors pension programs in which employees, general agency
personnel and full-time agents participate. These benefits are provided
through both defined benefit and defined contribution pension plans.

Pension benefits under the defined benefit plans for employees and general
agency personnel are based on years of service and highest average
compensation during any five consecutive year period prior to retirement. The
plan assets are invested in marketable equity securities and bonds which are
held in a separate account managed by the Company. The Company's funding
policy for the defined benefit plans is to make an annual contribution which
is, at a minimum, the amount required by applicable regulations. The Company
accounts for its defined benefit plans in accordance with SFAS No. 87,
Employer's Accounting for Pensions.

The Company also sponsors a number of defined contribution plans for employees
and full time agents. The total cost to the Company for such plans are
included in net periodic pension expense (income) shown below.

Net periodic pension income included the following components:

<TABLE>
<CAPTION>
<S> <C> <C>
(In Millions) 1994 1993
Defined Benefit Plans:
Service cost - benefits earned during the year $ 7.8 $ 8.9
Interest cost on projected benefit obligation 20.8 20.0
Actual return on plan assets (11.7) (84.1)
Net amortization and deferral (26.8) 48.2
(9.9) (7.0)
Defined Contribution Plans and Other Benefit Payments 4.1 5.5
Net periodic pension income $(5.8) $(1.5)
</TABLE>

<PAGE>
The following table sets forth the funding status of the defined benefit plans
at December 31, 1994 and 1993. Calculations were based on September 30, 1994
and 1993 measurement dates, respectively.

<TABLE>
<CAPTION>
<S> <C> <C>
(In Millions) 1994 1993

Plan assets at fair value $393.0 $391.3
Actuarial present value of benefit obligations:
Vested obligation 167.7 177.1
Nonvested obligation 13.1 15.5
Accumulated benefit obligation 180.8 192.6
Additional benefits related to assumed future
compensation levels 27.6 37.0
Projected benefit obligation 208.4 229.6
Plan assets in excess of projected benefit
obligation 184.6 161.7
Unrecognized net gain (52.7) (38.6)
Unrecognized prior service cost 5.0 5.5
Unrecognized transition asset (88.0) (99.1)
Prepaid pension cost $ 48.9 $ 29.5
</TABLE>

Effective December 31, 1994, the Company only recorded $12.3 million of the
prepaid pension cost as an admitted asset, which was the amount recorded upon
SFAS No. 87 adoption in 1992. In conjunction with this change the Company
discontinued its balance sheet treatment of the non-qualified plans under SFAS
No. 87. These changes had no significant impact on the Company's financial
statements at December 31, 1994.

The discount rates and the rates of increase in future compensation levels
used in determining the actuarial present value of the projected benefit
obligations at December 31, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
Discount rate 8.5% 7.5%
Rate of increase in future compensation levels 5.0% 5.0%
</TABLE>

The assumed long-term rate of return on assets was 9% for the defined benefit
pension plans.

Benefits Other than Pensions -
In addition to providing pension benefits, the Company provides certain health
care and life insurance benefits for retired employees. Company employees
become eligible for these benefits if they meet service requirements and
become eligible for early retirement while working for the Company.

Effective January 1, 1993, the Company implemented the NAIC Statutory
Accounting Method for Post Retirement Benefits Other Than Pensions, which
requires employers to accrue the cost and recognize the liability for
providing non-pension benefits to retired employees.

The components of net periodic post retirement benefit expense are as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
(In Millions) 1994 1993
Estimated eligibility cost $2.5 $2.7
Interest cost 3.8 3.6
Actual return on assets (0.1) (0.1)
Amortization of transition obligation 1.4 1.4
Net periodic post retirement benefit expense 7.6 7.6
</TABLE>
<PAGE>
The following table sets forth the funding status of these post retirement
benefits at December 31, 1994 and 1993. Calculations were based on
September 30, 1994 and 1993 measurement dates.

<TABLE>
<CAPTION>
<S> <C> <C>
(In Millions) 1994 1993
Benefit obligations related to retired and retirement
eligible participants $(49.7) $(52.8)
Plan assets at fair value 8.4 7.5
Funding status $(41.3) $(45.3)
</TABLE>

The estimated cost of the benefit obligation for active employees not yet
eligible for retirement was $12.9 million and $14.9 million at December 31,
1994 and 1993, respectively.

The Company elected to amortize the original transition obligation of $37.5
million over 20 years.

Expense assumptions included a discount rate of 7.5%, medical cost trend rates
which grade down from 12.5% (pre-65) and 10.0% (post-65) to 6% (pre-65) and
5.5% (post-65) over a period of eight years and dental cost trend rates which
grade down from 8.5% to 5% over a period of seven years. An 8.5% rate of
return was assumed in calculating the return on plan assets.

Increasing the health care cost trend rates by one percent would increase the
post retirement benefit obligation by $4.5 million and would increase the
estimated eligibility and interest cost components of the net periodic post
retirement benefit cost by $.7 million as of December 31, 1994.

6. Disclosure of Other Financial Instruments:
The Company has identified certain liabilities as financial instruments that
require fair value disclosure. The following methods and assumptions were
used to estimate the fair value of each class of these instruments for which
it was practicable to estimate the value.

Portions of the annuity reserves, which represents contracts in their
accumulation phase, are considered to be financial instruments. The Company
determines fair value to be equal to the cash surrender value of these
contracts (including market value adjustments, if any), which represents the
amount payable to policyholders on demand.

Since guaranteed investment contracts and supplementary contracts may be
perceived as deposit liabilities with defined maturities, the Company
determines fair value based on the discounted value of amounts payable at
maturity of the contract. Discount rates ranged from 6.5% to 7.9%. Other
deposits, dividends left to accumulate and the benefit protection deposits are
not considered to have defined maturities. The Company determined fair value
for these contracts to be equal to the cash surrender value, which is the
amount payable to policyholders on demand.

The carrying amount of short-term borrowings approximates their fair value.
Management's fair value estimate of its fixed-rate, long-term debt is based on
discounted cash flow analysis, using the Company's current borrowing rate for
similar debt.

Separate Account liabilities are valued at market.

<PAGE>
The estimated fair values for liabilities which the Company identified as
financial instruments as of December 31, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1994 1993
Carrying Estimated Carrying Estimated
(In Millions) Value Fair Value Value Fair Value
Financial Instruments
Annuity Reserves - Accumulation Phase $ 107.9 $ 107.0 $ 110.5 $109.7
Group Pension and Other Deposits:
Guaranteed Investment Contracts 246.0 247.8 452.6 475.8
Other Deposits 305.5 302.6 311.3 308.5
Dividends Left to Accumulate 295.4 295.4 294.7 294.7
Funds Deposited Under Income Settlements:
Supplementary Contracts Without Life
Contingencies 29.1 24.0 29.0 25.7
Benefit Protection Deposits 111.7 111.7 91.1 91.1
Notes Payable and Other Borrowings 153.0 156.1 277.7 292.5
Liabilities of Separate Accounts 2,022.8 2,022.8 1,919.4 1,919.4
</TABLE>

7. Reinsurance:
The Company assumes and cedes reinsurance with other insurance companies in
the normal course of business. Premiums, benefits to policyholders and
provisions for future benefits are stated net of reinsurance. The Company
remains liable to the insured for the payment of benefits if the reinsurer
cannot meet its obligations under the reinsurance agreement.

8. Other:
The Company is involved in various litigation in the ordinary course of
business. In the opinion of management, the ultimate resolution of such
litigation will not result in judgments which, in the aggregate, would
materially affect the Company's financial position.

<PAGE>

9. Merger of Connecticut Mutual

The Board of Directors of Connecticut Mutual Life Insurance Company (:CML") and
Massachusetts Mutual Life Insurance Company ("MassMutual") have approved a plan
f merger pursuant to which CML would merge with and into MassMutual. The
agreement was signed on September 13, 1995. The merger is expected to be
consummated on or about December 31, 1995, subject to the approval of certain
policy holders and insureds of CML and MassMutual and applicable regulatory
authorities.

<PAGE>

PART C

<PAGE>
PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

a. FINANCIAL STATEMENTS

The following financial statements of the Company are included in Part B
hereof:

<C> <S>
1. Report of Independent Public Accountants.

2. Balance Sheets as of December 31, 1994 and 1993.

3. Statements of Operations for the Years Ended December 31, 1994, and 1993.

4. Statements of Stockholder's Equity for the Years Ended December 31, 1994,
and 1993.

5. Statements of Cash Flows for the Years Ended December 31, 1994, and 1993.

6. Notes to Financial Statements - December 31, 1994, and 1993.
</TABLE>

No financial statements for the Separate Account have been included herein
because, as of the date of this Prospectus, the Sub-Accounts available under
the Contract offered hereunder had no assets.

b. EXHIBITS
<TABLE>
<CAPTION>

<C> <S>
99.1 Memorandum executed on September 14, 1995 by David E. Sams, Jr.
authorizing the establishment of the Separate Account.

99.2 Not Applicable.

99.3.i Form of Principal Underwriting Agreement

99.3.ii Form of Broker/Dealer Agreement

99.4 Form of Individual Variable Deferred Annuity Contract.

99.5 Form of Application Form.

99.6.i Copy of Articles of Incorporation of the Company.

99.6.ii Copy of the Bylaws of the Company.

99.7 Not Applicable.
<PAGE>
99.8.i Form of Fund Participation Agreement.
99.8.ii Form of Master Agreement

99.9 Opinion and Consent of Counsel.

99.10 Consent of Independent Accountants.

99.11 Not Applicable.

99.12 Not Applicable.

99.13 Not Applicable.

99.14 Not Applicable.

99.15 Powers of Attorney.
</TABLE>

Item 25. Directors and Officers of the Depositor
_______________________________________

The following are the Executive Officers and Directors of the Company:

<S> <C>
Name and Principal Position and Offices
Business Address* with Depositor
- ------------------ -------------------

James R. Birle Director

Andrew F. Brimmer Director

Frank C. Carlucci, III Director

Gene Chao Director

Patricia D. Dennis Director

William B. Ellis Director

Robert M. Furek Director

Howard Goldfeder Director

George B. Harvey Director

John F. Maypole Director

David E. Sams, Jr. President and Chief Executive Officer

Emelia M. Bruno Comptroller

J. Brinke Marcuccilli Chief Financial Officer and Senior Vice President

<PAGE>

<FN> The Principal Business Address is 140 Garden Street, Hartford,
Connecticut 06154.
</TABLE>

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

___________________________________________________________

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
________________________________________

SUBSIDIARIES
____________

As of 06/27/95
______________

CM ADVANTAGE, INC.
__________________

This is a Connecticut corporation incorporated February 27, 1984. Its
business is acting as general partner in real estate limited partnerships.
DHC, Inc. owns all the outstanding stock.

CM ASSURANCE COMPANY
____________________

This is a Connecticut corporation incorporated July 23, 1986 (CM Insurance
Company) and renamed December 15, 1987. The type of business - life
insurance, endowments, annuities, accident, disability and health insurance.
Connecticut Mutual owns all the stock.

CM BENEFIT INSURANCE COMPANY
____________________________

This is a Connecticut corporation incorporated in April 22, 1986 as CM Pension
Insurance Company and renamed CM Benefit Insurance Company on December 15,
1987. Type of business - life insurance, endowments, annuities, accident,
disability and health insurance. Connecticut Mutual own all the stock.

CM INSURANCE SERVICES, INC.
__________________________

A Connecticut corporation incorporated July 20, 1981 as DIVERSIFIED INSURANCE
SERVICES OF AMERICA, INC. and renamed as CM Insurance Services, Inc. on June
23, 1992. Type of business - the sale of, solicitation for, or procurement or
making of insurance or annuity contracts and any other type of contract sold
by insurance companies. DHC, Inc. owns all the issued and outstanding stock.

CM INSURANCE SERVICES, INC. (Arkansas)
______________________________________

An Arkansas corporation incorporated January 11, 1982 as Diversified Insurance
Services Agency of America and renamed CM Insurance Services, Inc. on October
19, 1992. Type of business - the sale of, solicitation for, or procurement or
making of insurance or annuity contracts and any other type of contract sold
by insurance companies. CM Insurance Services, Inc. owns all of the issued
and outstanding common stock.

<PAGE>
CM INSURANCE SERVICES, INC. (Texas)
___________________________________

A Texas corporation incorporated April 16, 1982 and renamed CM Insurance
Services, Inc. Type of business - the sale of, solicitation for, or
procurement or making of insurance or annuity contracts and any other type of
contract sold by insurance companies. CM Insurance Services, Inc. controls
100 shares (100%) of the issued and outstanding common stock through a voting
trust.

CM INTERNATIONAL, INC.
______________________

A Delaware corporation incorporated July 25, 1985. Type of business - holding
a mortgage pool and issuance of collateralized mortgage obligations. DHC,
Inc. owns all the outstanding stock.

CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
____________________________________________

This is a Maryland corporation incorporated December 9, 1981 as Connecticut
Mutual Liquid Account, Inc. It is a diversified open-end management
investment company. As of 3/31/94, Connecticut Mutual and its various
subsidiaries owned approximately 30% of its shares.

CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.
_________________________________________________________

This is a Maryland corporation organized August 17, 1981. It is a diversified
open-end management investment company. Shares of the fund are sold to
Connecticut Mutual and its affiliates, primarily CML's Panorama separate
account.

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC
__________________________________________

A Connecticut limited liability corporation formed November 10, 1994. It is a
registered broker-dealer. Connecticut Mutual has a 99% ownership interest and
CM Strategic Ventures, Inc. has a 1% ownership interest.

C. M. LIFE INSURANCE COMPANY
____________________________

A Connecticut corporation incorporated April 25, 1980. Its business is the
sale of life insurance, endowments, annuities, accident, disability and
accident and health insurance. Connecticut Mutual owns all the common stock.

CM PROPERTY MANAGEMENT, INC.
____________________________

A Connecticut corporation incorporated December 27, 1976 as URBCO, Inc., and
renamed CM Property Management, Inc. on October 7, 1991. Type of business -
Real estate holding company. DHC, Inc. owns all the stock.

<PAGE>
CM STRATEGIC VENTURES, INC.
___________________________

A Connecticut corporation incorporated October 26, 1987. It acts as general
partner in limited partnerships. All outstanding stock is held by G.R. Phelps
& Co., Inc.

CM TRANSNATIONAL S.A.
_____________________

A Luxembourg corporation incorporated July 8, 1987. Type of business - life
insurance endowments and annuity contracts. Connecticut Mutual owns 99.7% and
DHC, Inc. owns the remaining 0.3% of outstanding stock.

CML INVESTMENTS I CORP.
_______________________

A Delaware corporation incorporated December 26, 1991. This company is
organized to authorize, co-issue, sell and deliver jointly with CML
Investments I L.P. bonds, notes or other obligations secured by primarily
non-investment grade corporate debt obligations and other collateral. CML
Investments I L.P. owns all the outstanding stock (State House I Corp. is the
General Partner of CML Investments I L.P.).

DHC, INC.
_________

A Connecticut corporation incorporated December 27, 1976. Type of business -
holding company. Connecticut Mutual owns all the stock.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Ohio)
__________________________________________________________________

An Ohio corporation incorporated March 18, 1982. Type of business - the sale
of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CMI
Insurance services, Inc. holds 100 shares (100%) of the issued and outstanding
Class B (non-voting) common. In addition, it controls 1 share (100%) of the
issued and outstanding Class A (voting) common through a voting trust.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Massachusetts)
___________________________________________________________________________

A Massachusetts corporation incorporated March 18, 1982. Type of business -
the sale of, solicitation for, or procurement or making of insurance or
annuity contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding stock.

<PAGE>
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Alabama)
_____________________________________________________________________

An Alabama corporation incorporated January 21, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CM
Insurance Services, Inc. owns all of the issued and outstanding stock.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA New York)
______________________________________________________________________

A New York corporation incorporated January 20, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common
stock.

DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Hawaii)
____________________________________________________________________

A Hawaii corporation incorporated January 13, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common
stock.

G.R. PHELPS & CO., INC.
_______________________

A Connecticut corporation incorporated December 27, 1976 as AGCO, Inc.,
renamed Connecticut Mutual Financial services, Inc. on February 10, 1981,
renamed again to G.R. Phelps & Co. on May 31, 1989. Type of business -
broker/dealer and investment advisor. DHC, Inc. owns all the outstanding
stock.

STATE HOUSE I CORPORATION
_________________________

A Delaware corporation incorporated December 26, 1991. This company is
organized to (a) act as a general partner of CML Investments I L.P. which will
authorize, issue, sell and deliver, both by itself and jointly with CML
Investments I Corp. bonds, notes or other obligations secured by primarily
non-investment grade corporate debt obligations; (b) to act as general partner
of State House I L.P. which will hold a limited partnership interest in CML
Investments I L.P.
DHC, Inc. owns all of the outstanding stock.

SUNRIVER PROPERTIES, INC. - SHELL CORPORATION
______________________________________________

This is an Oregon corporation incorporated February 8, 1965. It is not
actively engaged in any business. However, its name is a valuable asset which
<PAGE>
is associated with a development project in which CML has a substantial
interest.

URBAN PROPERTIES
________________

A Delaware corporation incorporated March 30, 1970. Type of business -
general partner in limited partnerships, real estate holding and development
company. DHC, Inc. owns all the outstanding stock.

Item 27. Number of Contract Owners
_________________________

Not Applicable because as of the date of this Initial Registration
Statement, no contracts have sold.

Item 28. Indemnification
_______________

The Bylaws of the Company provide that:

The following provisions regarding the Indemnification of Directors and
Officers of the Registrant are applicable: Connecticut Law. Except where an
applicable insurance policy is procured, Connecticut General Statutes
("C.G.S.") Section 33-320a is the sole source of indemnification rights for
directors and officers of Connecticut corporations and for persons who may be
deemed to be controlling persons by reason of their status as a shareholder,
director, officer, employee or agent of a Connecticut corporation. Under
C.G.S. Section 33-320a, a corporation shall indemnify any director or officer
who was or is a party, or was threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter referred to as
"proceeding") by virtue of the fact that he or the person whose legal
representative he is: (i) is or was a director or officer of the corporation;
(ii) while a director or an officer of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise (hereinafter referred to as
"enterprise"), other than an employee benefit plan or trust; or (iii) while a
director or an officer of the corporation, is or was a director or officer
serving at the request of the corporation as a fiduciary or an employee
benefit plan or trust maintained for the benefit of employees of the
corporation or any other enterprise, against "covered expenditures" if (and
only if) his conduct met the applicable statutory eligibility standard. The
types of expenditures which are covered and the statutory eligibility standard
vary according to the type of proceeding to which the director or officer is
or was a party or was threatened to be made a party.

According to C.G.S. Section 33-320a, in non-derivative proceedings other than
ones brought in connection with an alleged claim based upon the purchase or
sale by a director or officer of securities of the corporation or of another
enterprise, which the director or officer serves or served at the request of
<PAGE>
the corporation, the corporation shall indemnify a director or officer against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually incurred by him in connection
with the proceeding, or any appeal therein, if and only if he acted (i) in
good faith and (ii) in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving as a
fiduciary of any employee benefit plan or trust, in a manner he reasonably
believed to be in the best interests of the corporation or in the best
interest of the participants and beneficiaries of such employee benefit plan
or trust and consistent with the provisions of such employee benefit plan or
trust. However, where the proceeding brought is criminal in nature, C.G.S.
Section 33-320a requires that the director or officer must satisfy the
additional condition that he had no reasonable cause to believe that his
conduct was unlawful in order to be indemnified. A director or officer also
will be entitled to indemnification as described above if (i) he is successful
on the merits in the defense of any non-derivative proceeding brought against
him or (ii) a court shall have determined that in view of all the
circumstances he is fairly and reasonably entitled to be indemnified. The
decision about whether the director or officer qualifies for indemnification
under C.G.S. Section 33-320a may be made (i) in writing by a majority of those
members of the board of directors who were not parties to the proceeding in
question, (ii) in writing by independent legal counsel selected by a consent
in writing signed by a majority of those directors who were not parties to the
proceeding, or (iii) by the shareholders of the corporation at a special or
annual meeting by an affirmative vote of at least a majority of the voting
power of shares not owned by parties to the proceeding. A director or officer
also may apply to a court of competent jurisdiction for indemnification even
though he previously applied to the board, independent legal counsel or the
shareholders and his application for indemnification was rejected.

For purposes of C.G.S. Section 33-320a, the termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent shall not create, of itself, a presumption that the director
or officer did not act in good faith or in a manner which that director or
officer did not believe reasonably to be in the best interests of the
corporation or of the participants and beneficiaries of an employee benefit
plan or trust and consistent with the provisions of such plan or trust.
Likewise, the termination of a criminal act or proceeding shall not create, of
itself, a presumption that the director or officer had reasonable cause to
believe that his conduct was unlawful.

In non-derivative proceedings based on the purchase or sale of securities
of the corporation or of another enterprise, which the director or officer
serves or served at the request of the corporation, C.G.S. Section 33-320a
provides that the corporation shall indemnify the director or officer only
after a court shall have determined upon application that, in view of all the
circumstances, the director or officer is fairly and reasonably entitled to be
indemnified. Furthermore, the expenditures for which the director or officer
shall be indemnified shall be only such amount as the court determines to
appropriate.

Pursuant to C.G.S. Section 33-320a, where a director or officer was or is
a party or was threatened to be made a party to a derivative proceeding, the
<PAGE>
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the proceeding or
any appeal therein, in relation to matters as to which he is finally adjudged
not to have breached his duty to the corporation. The corporation also shall
indemnify a director or officer where the court determines that, in view of
all the circumstances, such person is fairly and reasonably entitled to be
indemnified; however, in such a situation, the individual shall be indemnified
only for such amount as the court determines to be appropriate. Furthermore,
the statute provides that the corporation shall not indemnify a director or
officer for amounts paid to the corporation, to a plaintiff or to counsel for
a plaintiff in settling or otherwise disposing of a threatened or pending
action, with or without court approval, or for expenses incurred in defending
a threatened action or a pending action which is settled or otherwise disposed
of without court approval.

C.G.S. Section 33-320a also provides that expenses incurred in defending
a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon authorization of the board of directors,
provided said expenses are indemnifiable under the statute and the director or
officer agrees to repay such amount if he is later found not entitled to
indemnification by the corporation.

Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A
corporation established under Connecticut statute cannot indemnify a director
or officer (other than a director or officer who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee
or agent of another enterprise), to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, or agreement
or otherwise that is inconsistent with the statute is invalid. Connecticut
Mutual Life Insurance Company was not established under Connecticut statute but
was instead created by special act of the Connecticut General Assembly.
Currently, its charter does not have provisions dealing with indemnification
of its directors or officers, therefore the provisions of C.G.S. Section
33-320a currently apply to such indemnification. However, in the event C.M.
Life Insurance Company's charter is amended by the Connecticut General
Assembly in such a manner which is inconsistent with the statute, the charter
would take precedence over C.G.S. Section 33-320a. Notwithstanding the above,
C.G.S. Section 33-320a specifically authorizes a corporation to procure
insurance providing greater indemnification rights than those set out in the
statute the premium cost of which may be shared with the director or officer
on such basis as may be agreed upon. The directors and officers may be
covered by an errors and omissions insurance policy or other insurance policy.

Insofar as indemnification for liability 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
<PAGE>
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.

Item 29. Principal Underwriters
______________________

(a) Not Applicable.

(b) Connecticut Mutual Financial Services, LLC is the distributor
of the Contracts. The following are the officers and directors of the
distributor.

Name and Principal Positions and Offices
Business Address with Underwriter
- ------------------ ---------------------
<S> <C>
John D. Loewenberg Member Representative on behalf of
Connecticut Mutual Life Insurance
Company and Chairman

Frank Dranginis Member Representative on behalf of
Connecticut Mutual Strategic
Ventures, Inc.

Emelia Bruno Financial and Operations Principal

Theresa M. Squillacote Compliance Officer

Ann F. Lomeli Secretary

Ann Iseley Vice President
<FN>
* The Principal Business Address for all personnel is 140 Garden Street,
Hartford, Connecticut, 06154
</TABLE>

Item 30. Location of Accounts and Records
________________________________

The Company at 140 Garden Street, Hartford, Connecticut 06154 will maintain
possession of the accounts, books or documents of the Separate Account
required to be maintained by Section 31(a) of the Investment Company Act of
1940 and the rules promulgated thereunder.
<PAGE>
Item 31. Management Services
___________________

Not Applicable.

Item 32. Undertakings
____________

<S> <C>
a. Registrant hereby undertakes to file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial statements in the registration statement
are never more than sixteen (16) months old for so long as payment under the variable annuity
contracts may be accepted.

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

c. Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statement required to be made available under this Form promptly upon written or oral request.
</TABLE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf, in the City of Hartford and State of Connecticut on this 29th day
of September, 1995

<S> <C>
CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT
Registrant

By: CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

By: /S/ DAVID E. SAMS, JR.*
----------------------
David E, Sams, Jr.

By: CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
Depositor

<PAGE>
By: /S/ DAVID E. SAMS, JR.*
----------------------
David E. Sams, Jr.
</TABLE>

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

<S> <C> <C>
Signatures Title Date
- ------------- ------------------------------ --------------

DAVID E. SAMS, JR.* Director and Chairman September 29, 1995
David E. Sams, Jr.

J. BRINKE MARCUCCILLI* Chief September 29, 1995
J. Brinke Marcuccilli Financial Officer

EMELIA M. BRUNO* Controller September 29, 1995
Emelia M. Bruno (Principal Accounting Officer)

JAMES R. BIRLE*
James R. Birle Director September 29, 1995

ANDREW F. BRIMMER*
Andrew F. Brimmer Director September 29, 1995

FRANK C. CARLUCCI, III*
Frank C. Carlucci, III Director September 29, 1995

GENE CHAO*
Gene Chao Director September 29, 1995

PATRICIA D. DENNIS*
Patricia D. Dennis Director September 29, 1995

WILLIAM B. ELLIS*
William B. Ellis Director September 29, 1995

ROBERT M. FUREK*
Robert M. Furek Director September 29, 1995

HOWARD GOLDFEDER*
Howard Goldfeder Director September 29, 1995

GEORGE B. HARVEY*
George B. Harvey Director September 29, 1995

<PAGE>
JOHN F. MAYPOLE*
John F. Maypole Director September 29, 1995

</TABLE>

*By:/S/ WILLIAM D. WILCOX September 29, 1995
_________________
William D. Wilcox
Attorney-in-fact

*Signed pursuant to Power of Attorney designations attached hereto.

<PAGE>
EXHIBITS

FORM N-4

FOR

CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

<PAGE>
INDEX TO EXHIBITS

Exhibit Page

99.1 Executive Order Establishing CML/OFFITBANK
Variable Annuity Separate Account

99.3.i Form of Principal Underwriting Agreement
99.3.ii Form of Broker/Dealer Agreement

99.4 Form of Individual Variable Defined Annuity Contract

99.5 Form of Application Form

99.6.i Charter
99.6.ii Bylaws

99.8.i Form of Fund Participation Agreement
99.8.ii Form of Master Agreement

99.9 Opinion and Consent of Counsel

99.10 Consent of Independent Accountants

99.15 Powers of Attorney

CONNECTICUT MUTUAL
LIFE INSURANCE COMPANY

ESTABLISHMENT OF CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT

WHEREAS, Section 38a-433 of the Connecticut Insurance Laws permits a
domestic life insurance company to establish one or more separate accounts;

WHEREAS, the Board of Directors of the Company, by resolution dated
March 6, 1970 and attached hereto as Exhibit "A", have granted authority to
the Executive Officers (i.e., President and Executive Vice Presidents) of the
Company to establish such separate accounts and to take any necessary or
desirable action in preparation for, or in implementation of such accounts;

WHEREAS, it is desired by the Executive Officers that the Company create
such a separate account to house one of its variable annuity insurance
products;

NOW, THEREFORE, be it known that David E. Sams, Jr., President of the
Company hereby establishes a separate account referred to herein as
"CML/OFFITBANK Variable Annuity Separate Account".

FURTHER, that the assets of CML/OFFITBANK Variable Annuity Separate
Account shall be derived solely from (a) sale of variable annuity products,
(b) funds corresponding to dividend accumulation with respect to investment
of such assets, and c) advances made by the Company in connection with
operation of CML/OFFITBANK Variable Annuity Separate Account.

FURTHER, the Company shall maintain assets with a fair market value at
least equal to the statutory valuation reserves for the variable annuity
contracts;

FURTHER, the Executive Officers, by authority granted by the Board of
Directors, reserve the right, as they may deem appropriate from time to time,
in accordance with applicable laws and regulations (a) to divide CML/OFFITBANK
Variable Annuity Separate Account into divisions and subdivisions with each
division or subdivision investing in shares of designated classes of designated
investment companies or other appropriate securities, (b) to modify or
eliminate any such divisions or subdivisions, (c) to designate further any
division or subdivision thereof, (d) to change the designation of
CML/OFFITBANK Variable Annuity Separate Account to another designation, and to
merge or consolidate CML/OFFITBANK Separate Account with such other investment
companies as such Executive Officers may deem to be appropriate.

FURTHER, the Company shall invest cash from the Company's general account in
CML/OFFITBANK Variable Annuity Separate Account or in any division thereof as
the Executive Officers may deem necessary or appropriate to facilitate the
commencement of the operations of CML/OFFITBANK Variable Annuity Separate
Account or to meet any minimum capital requirements under the Investment
Company Act of 1940, as amended (the "1940 Act") and to transfer cash or
securities from time to time between the Company's general account and
CML/OFFITBANK Variable Annuity Separate Account as the Executive Officers
may deem necessary or appropriate so long as such transfers are not prohibited
by law and are consistent with the terms of the variable annuity contracts
issued by the Company providing for allocations to CML/OFFITBANK Variable
Annuity Separate Account.

FURTHER the income, gains, and losses (whether or not realized) from
assets allocated to CML/OFFITBANK Variable Annuity Separate Account shall, in
accordance with any variable annuity contracts issued by the Company providing
for allocations be credited to or charged against CML/OFFITBANK Variable
Annuity Separate Account without regard to the other income, gains, or losses
of the Company;

FURTHER, the Company may adopt procedures providing for, among other
things, criteria by which the Company shall provide for a pass-through of
voting rights to the owners of variable annuity contracts issued by the Company
providing for allocation to CML/OFFITBANK Variable Annuity Separate Account
with respect to the shares of any investment companies which are held in
CML/OFFITBANK Variable Annuity Separate Account.

FURTHER, the Company shall prepare and execute any necessary agreements
to enable CML/OFFITBANK Variable Annuity Separate Account to invest or reinvest
the assets of CML/OFFITBANK Variable Annuity Separate Account in securities
issued by investment companies registered under the 1940 Act or other
appropriate securities as the Executive Officers of the Company may designate
pursuant to the provisions of the variable annuity contracts issued by the
Company providing for allocations to CML/OFFITBANK Variable Annuity Separate
Account;

FURTHER, the fiscal year of CML/OFFITBANK Variable Annuity Separate
Account shall end on the 31st day of December each year;

URTHER, the Company shall register under the Securities Act of 1933, as
amended, (the "1933 Act") variable annuity contracts, or units of interest
thereunder, under which amounts will be allocated by the Company to
CML/OFFITBANK Variable Annuity Separate Account to support reserves for such
contracts and, in connection therewith, the Company shall prepare, execute and
file with the Securities and Exchange Commission, registration statements under
the 1933 Act, including prospectuses, statements of additional information,
supplements, exhibits and other documents relating thereto, and amendments to
the foregoing, in such form as any Company Officer executing the same may deem
necessary or appropriate;

FURTHER, the Company shall take all actions necessary to register
CML/OFFITBANK Variable Annuity Separate Account as a unit investment trust
under the 1940 Act and to take such related actions as deemed necessary and
appropriate to carry out the foregoing;

FURTHER, the Company shall prepare, execute and file with the Securities
Exchange Commission, applications and amendments thereto for such exemptions
from or orders under the 1940 Act and the 1933 Act, and to request from the
Securities and Exchange Commission no action and interpretative letters as
the Executive Officers may from time to time deem necessary or desirable;

FURTHER, the Officers of the Company shall prepare, execute and file all
periodic reports required under the 1940 Act and the Securities Exchange Act
of 1934, as amended, (the "1934 Act");

FURTHER, the Corporate Secretary of the Company, or such person as is
designated by her, is appointed as agent for service under any such
registration statement and is duly authorized to receive communications and
notices from the Securities and Exchange Commission with respect thereto, and
to exercise powers given to such agent by the 1933 Act and the rules thereunder
and nay other pertinent acts or regulations;

FURTHER, the Officers of the Company shall effect in the name and on
behalf of the Company, all such registrations, filings and qualifications under
blue sky or other applicable securities laws and regulations and under
applicable insurance laws and regulations of such states and other
jurisdictions as they may deem necessary or appropriate, with respect to the
Company, and with respect to any variable annuity contracts under which amounts
will be allocated by the Company to CML/OFFITBANK Variable Annuity Separate
Account to support reserves for such policies; such action shall include
registration, filing and qualification of the Company and of said annuity
contracts, as well as registration, filing and qualification of officers,
employees and agents of the Company as brokers, dealers, agents, salesmen, or
otherwise; and in connection therewith, preparation, execution, acknowledgment
and filing of all such applications, applications for exemptions, certificates,
affidavits. covenants, consents to service of process and other instruments,
and all such action as the Company Officer executing the same or taking such
action may deem necessary or desirable.

FURTHER, the Officers of the Company shall execute and deliver all such
documents and papers and to do or cause to be done all such acts and things as
they may deem necessary or desirable to carry out the foregoing and the intent
and purpose thereof.

Dated: September 8, 1995

DAVID E. SAMS, JR.
_______________________________________
David E. Sams, Jr.
President and Chief Executive Officer
Connecticut Mutual Life Insurance Company

FORM OF PRINCIPAL UNDERWRITING AGREEMENT

PRINCIPAL UNDERWRITING AGREEMENT

AGREEMENT made as of the ____ day of ____, 1995 by and between
Connecticut Mutual Life Insurance Company, ("CML"), on its own behalf and
on behalf of CML/OFFITBANK Variable Annuity Separate Account ("Separate
Account"), and Connecticut Mutual Financial Services, LLC, a Connecticut
limited liability corporation ("CMFS, LLC").

WHEREAS, the Account was established on September 15, 1995 pursuant to a
authority granted by CML's Board of Directors, in order to set aside and
invest assets attributable to certain variable annuity contracts ("Contracts")
issued by CML;

WHEREAS, CML has registered the Separate Account under the Investment
Company Act of 1940 as amended (the "1940 Act") and will register the Policies
under the Securities Act of 1933;

WHEREAS, CMFS, LLC is registered as a broker/dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc. ("NASD");

WHEREAS, CML and the Separate Account desire to have Policies sold and
distributed through CMFS, LLC and CMFS, LLC is willing to sell and distribute
such Policies under the terms stated herein; and

WHEREAS, CMFS, LLC may desire to appoint CML, the issuer, as its
agent to receive money and perform other services.

WITNESSETH:

In consideration of the covenants hereinafter contained CML and CMFS,
LLC agree as follows:

1. UNDERWRITER. CML hereby appoints CMFS, LLC as principal underwriter
of the Contracts during the term of this Agreement. CML reserves the
right, however, to refuse at any time or times to sell any Contracts
hereunder for any reason, and CML maintains ultimate responsibility
for issuing the Contracts.

2. UNDERTAKINGS REGARDING SALES. CMFS, LLC shall use reasonable efforts to
sell the Contracts but does not agree hereby to sell any specific number of
Contracts and shall be free to act as issuer of other securities. All
premiums for Policies shall be held in a fiduciary capacity and remitted
promptly (and in any event within 30 days) in full together with such
application, forms and any other required documentation to CML. CMFS,
LLC hereby appoints CML as agent of CMFS, LLC to receive premiums in
CMFS, LLC's behalf. Checks or money orders in payment of premiums shall be
drawn to the order of "Connecticut Mutual Life Insurance". CMFS, LLC
agrees to offer the Policies for sale in accordance with the prospectus
then in effect. CMFS, LLC is not authorized to give any information or to
<PAGE>

make any representations concerning the Policies other than those contained
in the current prospectus filed with the SEC or in such sales literature as
may be authorized by CML. CML shall review and approve all advertising
concerning the Policies.

3. COMPLIANCE. CMFS, LLC shall conform to the Rules of Fair Practice of the
NASD, and the securities laws of any jurisdiction in which it sells,
directly or indirectly, any Policies. CMFS, LLC shall take reasonable
steps to ensure that its associated persons sell Policies to persons for
whom the Policy is suitable. CMFS, LLC agrees to make timely filings with
the SEC, the NASD, and such other regulatory authorities as may be required
of any sales literature relating to the Policies and intended for
distribution to prospective investors. CMFS, LLC also agrees to furnish to
CML sufficient copies of any agreements or plans it intends to use in
connection with any sales of Policies. CMFS, LLC further agrees to provide
information or reports with respect to its services hereunder pursuant to
request by any regulatory authority having jurisdiction with respect
thereto, in order that such regulatory authority may ascertain whether
CML's variable life insurance operations are being conducted in a manner
consistent with applicable laws and regulations.

4. REGISTRATION AND QUALIFICATION OF POLICIES. CML agrees to execute such
papers and to do such acts and things as shall from time-to-time be
reasonably requested by CMFS, LLC for the purpose of qualifying and
maintaining qualification of the Contracts for sale under applicable state
law and for maintaining the registration of the Account and interests
therein under the federal Securities Act of 1933 and the federal Investment
Company Act of 1940, as amended; to the end that there will be available
for sale from time-to-time such amount of the Policies as CMFS, LLC may
reasonably be expected to sell. CML shall advise CMFS, LLC promptly of
(a) any action of the SEC or any authorities of any state or territory, of
which it may be advised, affecting registration or qualification of the
Account, or rights to offer the Contracts for sale, and (b) the happening of
any event which makes untrue any statement or which requires the making of
any change in the registration statement or prospectus in order to make the
statements therein not misleading.

5. CMFS, LLC INDEPENDENT CONTRACTOR. CMFS, LLC shall be an independent
contractor. CMFS, LLC is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury
to such agents or employees or to others through its agent or employees.
CMFS, LLC assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder. All
persons selling Contracts shall be duly licensed as insurance agents
pursuant to applicable state laws, and CML shall have responsibility
for arranging for such licensing. CMFS, LLC and CML may jointly enter
into sales agreements with other independent broker-dealers for the sale of
Policies. Notwithstanding the above, CML expressly reserves to itself
the ultimate responsibility and authority for direction and control of the
underwriting services provided hereunder; including the ultimate right to
appoint and discharge agents selling Contracts, and ultimate control over,
and responsibility for, marketing the Contracts.
<PAGE>
6. EXPENSES PAID BY CM LIFE. While CMFS, LLC continues to act as agent of CML
to obtain subscriptions for and to sell Contracts, and PROVIDED CMFS,
LLC receives no commission for the sale of the Contracts, CML shall pay
the following:

(a) all expenses of printing and distributing any prospectus for use in
offering the Contracts for sale, and all other copies of any such prospectus
used by CMFS, LLC, and

(b) all other expenses of advertising and of preparing, printing and
distributing all other literature or material for use in connection with
offering the Contracts for sale.

7. INTERESTS IN AND OF CMFS, LLC. It is understood that any of the
policyholders, directors, officers, employees and agents of CML may be
a shareholder, director, officer, employee or agent of, or be otherwise
interested in, CMFS, LLC, any affiliated person of CMFS, LLC, any
organization in which CMFS, LLC may have an interest or any organization
which may have an interest in CMFS, LLC; that CMFS, LLC, any such
affiliated person or any such organization may have an interest in CML;
and that the existence of any such dual interest shall not affect the
validity hereof or of any transaction hereunder except as otherwise
provided in the Charter, Articles of Incorporation, or By-Laws of CML
and CMFS, LLC, respectively, or by specific provision of applicable law.

8. COMPENSATION FOR SALES OF POLICIES AND APPOINTMENT OF CML AS AGENT OF
CMFS, LLC.

(a) For sales of the Policies by associated persons of CMFS, LLC and the
continuing obligations of CMFS, LLC set forth herein, CML shall pay to
insurance agents of CML who are also associated persons of CMFS, LLC on
behalf of CMFS, LLC the commissions set forth in Schedule A to this
Agreement, as such Schedule may be amended from time-to-time. For Policies
sold under agreements that CMFS, LLC and CML enter into with other
broker-dealers, CML shall pay on behalf of CMFS, LLC, the commissions
set forth in Schedule B to this Agreement, as such Schedule may be amended
from time-to-time.

(b) CML agrees to maintain all required books of account and related
financial records on behalf of CMFS, LLC. All such books and records shall
be maintained and preserved pursuant to Rules 17a-3 and 17a-4 under the
Securities Exchange Act (or the corresponding provisions of any future
federal securities laws or regulations). In addition, CML agrees to
maintain records of all sales commissions paid to the associated persons of
CMFS, LLC and any other broker-dealers pursuant to paragraph (a) above for
the sale of the Policies. All such books and records shall be owned by and
under the control of CML. CML also agrees to send to CMFS, LLC's
customers all required confirmations of customer transactions, and on
behalf of CMFS, LLC to pay all sales commissions due and payable to full
time life insurance agents of CML who are also associated persons of
CMFS, LLC and/or to other broker-dealers duly authorized by CMFS, LLC to
sell the Policies.

<PAGE>
9. INDEMNIFICATION.

(a) CML agrees to indemnify and hold harmless CMFS, LLC and each
director or officer thereof and each person, if any, who is associated with
CMFS, LLC within the meaning of the Securities Exchange Act of 1934 against
any and all loss, liability, claims, damage, and expenses whatsoever
(including any and all expenses reasonably incurred in investigating or
defending against any litigation commenced or threatened or any claim
whatsoever) arising out of any untrue or alleged untrue registration
statement, or sales material relating to the Contracts prepared by CM Life
or supplied to CMFS, LLC by CML or in any application ("application")
filed in any state in order to qualify the same for sale or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

(b) CMFS, LLC agrees to indemnify and hold harmless CML and each
director or officer thereof, and each person, if any who controls CM Life
within the meaning of the Securities Act of 1933, its agents, subsidiaries
and employees, against any and all loss, liability, claims, damages, and
expense whatsoever (including but not limited to any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of any untrue
or alleged untrue statement or representation made (except as such
statements may be made in reliance on the prospectus, registration
statement and sales material supplied by CML), the failure to deliver a
currently effective prospectus (provided that CMFS, LLC shall be entitled
to rely on representations by CML as to which prospectus is currently
effective at any point in time and CMFS, LLC shall not be liable for
delivering a prospectus that is not currently effective at the time of
delivery thereof due to a misrepresentation of the currency thereof by CML
or other failure by CML to notify CMFS, LLC that such prospectus
was no longer effective) or the use of any unauthorized sales literature by
CMFS, LLC (or its employees), in connection with the sale of the Contracts.

(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any such litigation or claim, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the indemnifying party of
the commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability, which it may have to any
indemnified party otherwise than under this Section. In case any such
litigation or claim is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than the reasonable cost of investigation.

<PAGE>
10. LIABILITY. Each party shall be liable for its own misconduct and
negligence hereunder.

11. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective as
of the date of its execution and delivery, and shall supersede any prior
Principal Underwriting Agreement which may exist between the parties, and:

(a) shall continue in force from year-to-year, subject to prior
termination as provided herein;

(b) may at any time be terminated on sixty days' written notice to CMFS,
LLC by CML;

(d) shall terminate automatically in the event of its assignment by CMFS,
LLC and shall be assignable by CML upon prior written notice to CMFS,
LLC;

(e) may be terminated by CMFS, LLC on sixty days' written notice to CML.

Termination of this agreement pursuant to this section shall be without
payment of any penalty. In the event of termination for any reason, CML
shall retain all records relating hereto, free from any claim or
retention of rights by CMFS, LLC.

12. CONFIDENTIALITY. CMFS, LLC agrees not to disclose or use any records or
information obtained hereunder in any manner whatsoever except as expressly
authorized herein, and will keep confidential any information obtained
pursuant hereto, and disclose such information only if CML has
authorized such disclosure, or if such disclosure is expressly required by
applicable state or federal regulatory authorities.

13. AMENDMENT. This Agreement may be amended only by mutual consent of the
parties by an instrument in writing.

14. APPLICABLE LAW AND LIABILITIES. This Agreement is executed and delivered
in the State of Connecticut and shall be governed by and construed in
accordance with the laws of Connecticut.

This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act. To
the extent that any provisions herein contained conflict with any applicable
provisions of law, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

<PAGE>
Connecticut Mutual Life Insurance Company

_______________________________________
By:

Connecticut Mutual Financial Services, LLC

_______________________________________
By:

FORM OF BROKER/DEALER AGREEMENT

BROKER-DEALER SELLING AGREEMENT

AGREEMENT by and between CML Insurance Company, a Connecticut
corporation ("CML"), Connecticut Mutual Financial Services, LLC ("CMFS,
LLC") a registered broker-dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. ("NASD"); and _______________________
("Broker-Dealer"), also a registered broker-dealer with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and a member of
the National Association of Securities Dealers, Inc.

WITNESSETH:

WHEREAS, CMFS, LLC proposes to have Broker-Dealer's registered
representatives ("Representatives") who are also insurance agents solicit and
sell certain Variable Insurance Contracts (the "Policies") more particularly
described in this Agreement and which are deemed to be securities under the
Securities Act of 1933; and

WHEREAS, CML has appointed CMFS, LLC as the Principal Underwriter
and Distributor of the Policies and has agreed with CMFS, LLC that CMFS, LLC
shall be responsible for the training and supervision of such Representatives,
with respect to the solicitation and offer or sale of any of the Policies, and
also for the training and supervision of any other "persons associated" with
Broker-Dealer who are engaged directly or indirectly therewith; and CMFS, LLC
proposes to delegate, to the extent legally permitted, said supervisory duties
to Broker-Dealer; and

WHEREAS, CMFS, LLC propose to have Broker-Dealer provide certain
administrative services to facilitate solicitations for and sales of the
Policies.

NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:

1. APPOINTMENT OF BROKER-DEALER. CMFS, LLC hereby appoints
Broker-Dealer to sell the Policies through its Representatives and to provide
certain administrative services to facilitate solicitations for and sales of
the Policies.

2. THE POLICIES. The Policies issued by CML to which this
Agreement applies are listed in Exhibit A. Exhibit A may be amended from
time-to-time by CML. CML in its sole discretion and without notice
to Broker-Dealer, may suspend sales of any Policies or may amend any policies
or contracts evidencing such Policies.

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3. SECURITIES LICENSING. Broker-Dealer shall, at all times when
performing its functions under this agreement, be registered as a securities
broker with the SEC and NASD and licensed or registered as a securities
broker-dealer in the states and other local jurisdictions that require such
licensing or registration in connection with variable insurance contract sales
activities or the supervision of Representatives who perform such activities in
the respective location.

4. INSURANCE LICENSING. Broker-Dealer shall, at all times when
performing its functions under this agreement, be validly licensed as an
insurance agency in the states and other local jurisdictions that require such
licensing or registration in connection with Broker-Dealer's variable insurance
contract sales activities.

5. APPOINTMENTS. Broker-Dealer shall assist CML in the
appointment of Representatives under the applicable insurance laws to sell the
Policies. Broker-Dealer shall fulfill all requirements set forth in the Mutual
Letter of Recommendation, attached as Exhibit B, in conjunction with the
submission of licensing/appointment papers for all applicants as insurance
agents of CML. All such licensing/appointment papers should be submitted
to CML or its duly appointed agent by Broker-Dealer. Notwithstanding
such submission, CML shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any Representative as an
insurance agent of CML.

6. SECURING APPLICATIONS. All applications for Policies shall be made
on application forms supplied by CML and all payments collected by
Broker-Dealer or any Representative of Broker-Dealer shall be remitted promptly
in full, together with such application forms and any other required
documentation, directly to CML at the address indicated on such
application or to such other address as CML may, from time-to-time,
designate in writing. Broker-Dealer shall review all such applications for
completeness. Checks or money orders in payment on any such Policy shall be
drawn to the order of "Connecticut Mutual Life Insurance Company." All
applications are subject to acceptance or rejection by CML at its sole
discretion. All records or information obtained hereunder by Broker-Dealer
shall not be disclosed or used except as expressly authorized herein, and
Broker-Dealer will keep such records and information confidential, to be
disclosed only as authorized or if expressly required by federal or state
regulatory authorities.

7. MONEY RECEIVED BY BROKER-DEALER. All money payable in connection
with any of the Policies, whether as premium or otherwise, and whether paid by
or on behalf of any policyholder, contract owner or anyone else having an
interest in the Policies, is the property of CML and shall be transmitted
immediately in accordance with the administrative procedures of CML
without any deduction or offset for any reason, including by example, but not
limitation, any deduction or offset for compensation claimed by Broker-Dealer.

8. SUPERVISION OF REPRESENTATIVES. Broker-Dealer shall have full
responsibility for the training and supervision of all Representatives
associated with Broker-Dealer who are engaged directly or indirectly in the
offer or sale of the Policies, and all such persons shall be subject to the
control of Broker-Dealer with respect to such persons' securities regulated
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activities in connection with the Policies. Broker-Dealer will cause the
Representatives to be trained in the sale of the Policies; will cause such
Representatives to qualify under applicable federal and state laws to engage in
the sale of the Policies; will cause such Representatives to be registered
representatives of Broker-Dealer before such Representatives engage in the
solicitation of applications for the Policies; will cause such Representatives
to execute a Registered Representative's Agent Agreement with CML before
such Representatives engage in the solicitation of applications for the
Policies; and will cause such Representatives to limit solicitation of
applications for the Policies to jurisdictions where CML has authorized
such solicitation. Broker-Dealer shall cause such Representatives'
qualifications to be certified to the satisfaction of CMFS, LLC and shall
notify CMFS, LLC if any Representative ceases to be a registered representative
of Broker-Dealer or ceases to maintain the proper licensing required for the
sale of the Policies. Each party shall be liable for its own negligence and
misconduct hereunder.

9. REPRESENTATIVES AGREEMENT. Broker-Dealer shall cause its
Representatives to execute a registered Representative's Agent Agreement with
CML and forward same to CML before such Representatives shall
permitted to solicit applications for the sale of the Policies. CMFS, LLC
shall furnish Broker-Dealer with copies of the Registered Representative's
Agent Agreements for execution by Representatives.

10. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS. Broker-Dealer shall fully comply with the requirements of the
National Association of Securities Dealers, Inc. and of the Securities Exchange
Act of 1934 and all other applicable federal or state laws and will establish
such rules and procedures as may be necessary to cause diligent supervision of
the securities activities of the Representatives. Upon request by CMFS, LLC,
Broker-Dealer shall furnish such appropriate records as may be necessary to
establish such diligent supervision.

11. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of Broker-Dealer or
otherwise fails to meet the rules and standards imposed by Broker-Dealer on its
representatives, Broker-Dealer shall certify such fact to CMFS, LLC and shall
immediately notify such Representative that he or she is no longer authorized
to sell the Policies, and Broker-Dealer shall take whatever additional action
may be necessary to terminate the sales activities of such Representative
relating to the Policies.

12. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING.
Broker-Dealer shall be provided, without any expense to Broker-Dealer, with
prospectuses relating to the Policies and such other material as CMFS, LLC
determines to be necessary or desirable for use in connection with sales of the
Policies. No sales promotion materials or any advertising relating to the
Policies shall be used by Broker-Dealer unless the specific item has been
approved in writing by CMFS, LLC.

In addition, Broker-Dealer shall not print, publish or distribute any
advertisement, circular or any document relating to CML or CMFS, LLC
unless such advertisement, circular or document shall have been approved in
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writing by the party named in the material; provided, however, that nothing
herein shall prohibit Broker-Dealer from advertising variable insurance in
general or on a generic basis.

Upon termination of this Agreement, all prospectuses, sales promotion
material, advertising, circulars, and documents relating to the sales of the
Policies shall be promptly turned over to CML free from any claim or
retention of rights by the Broker-Dealer.

13. RIGHT OF REJECTION. Broker-Dealer and/or CML each in their
sole discretion, may reject any applications or payments remitted by
Representative through the Broker-Dealer and may refund an applicant's payments
to the applicant. In the event such refunds are made and if Broker-Dealer has
received compensation based on an applicant's payment that is refunded,
Broker-Dealer shall promptly repay such compensation to CML. If
repayment is not promptly made, CML may at its sole option deduct any
amounts due it from Broker-Dealer from future commissions otherwise payable to
Broker-Dealer. This provision shall survive termination of this Agreement.

14. COMPENSATION.

(a) Sales concessions payable to Broker-Dealer in connection with
the policies shall be paid by CML to the Broker-Dealer. CMFS, LLC will
provide Broker-Dealer with a copy of CML's current Schedule of Sales
Concessions. These fees and commissions will be paid as a percentage of
premiums received in cash or other legal tender and accepted by CML on
applications obtained by the various Representatives of the Broker-Dealer.
Upon termination of this Agreement, all compensation to the Broker-Dealer
hereunder shall cease; however, Broker-Dealer shall continue to be liable for
any chargebacks or for any other amounts advanced by or otherwise due CML
hereunder.

(b) CML shall pay any sales concessions due Broker-Dealer
within fifteen (15) days after the end of the calendar month in which premiums
upon which such sales concessions are based are accepted by CML.

(c) CML may, upon at least ten (10) days prior written notice
to Broker-Dealer, change the Schedule of Sales Concessions. Any such change
shall be by written amendment of the particular schedule or schedules and shall
apply to compensation due on applications received by CML after the
effective date of such notice.

(d) If Broker-Dealer or any Representative of Broker-Dealer shall
rebate or offer to rebate all or any part of a premium on a Policy issued by
CML in violation of applicable state insurance laws or regulations, or if
Broker-Dealer or any Representative of Broker-Dealer shall withhold any premium
on any Policy issued by CML, the same may be grounds for termination of
this Agreement by CML. If Broker-Dealer or any representative of
Broker-Dealer shall at any time induce or endeavor to induce any owner of a
Policy to relinquish the Policy except under circumstances where there is
reasonable grounds for believing the policy, contract or certificate is not
suitable for such person, any and all compensation due Broker-Dealer hereunder
shall cease and terminate.
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(e) Nothing in this Agreement shall be construed as giving
Broker-Dealer the right to incur any indebtedness on behalf of CML.
Broker-Dealer hereby authorizes CML to set off liabilities of
Broker-Dealer to CML against any and all amounts otherwise payable to
Broker-Dealer by CML.

15. POLICY DELIVERY. CML may, upon written request of Broker-
Dealer, transmit Policies to Broker-Dealer for delivery to Policy Owners.
Broker-Dealer hereby agrees to deliver all such Policies to Policy Owners within
Ten (10) days of the Policy's Issue Date. Broker-Dealer agrees to indemnify
and hold-harmless CML for any and all losses caused by Broker-Dealer's
failure to perform the undertakings described in this paragraph. Broker-Dealer
hereby authorizes CML to set off any amount it owes CML under is
paragraph against any and all amounts otherwise payable to Broker-Dealer by
CML.

16. WAIVER. Failure of any party to insist upon strict compliance with
any of the conditions of this Agreement shall not be construed as a waiver of
any of the conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.

17. INDEPENDENT CONTRACTORS. CML and CMFS, LLC are independent
contractors with respect to Broker-Dealer and to Representatives.

18. LIMITATIONS. No party other than CML shall have the authority
on behalf of CML to make, alter, or discharge any policy, contract, or
certificate issued by CML, to waive any forfeiture or to grant, permit,
nor extend the time for making any payments nor to guarantee earnings or rates,
nor to alter the forms which CML may prescribe or substitute other forms
in place of those prescribed by CML, nor to enter into any proceeding in
a court of law or before a regulatory agency in the name of or on behalf of
CML.

19. FIDELITY BOND. Broker-Dealer represents that all directors,
officers, employees and Representatives of Broker-Dealer who are licensed
pursuant to this Agreement as CML agents for state insurance law purposes
or who have access to funds of CML, including but not limited to funds
submitted with applications for the Policies or funds being returned to owners,
are and shall be covered by a blanket fidelity bond, including coverage for
larceny and embezzlement, issued by a reputable bonding company. This bond
shall be maintained by Broker-Dealer at Broker-Dealer's expense. Such bond
shall be, at least, of the form, type and amount required under the NASD Rules
of Fair Practice. CML may require evidence, satisfactory to it, that
such coverage is in force and Broker-Dealer shall give prompt written notice to
CML of any notice of cancellation or change of coverage.

Broker-Dealer assigns any proceeds received from the fidelity bonding
company to CML to the extent of CML's loss due to activities
covered by the bond. If there is any deficiency amount, whether due to a
deductible or otherwise, Broker-Dealer shall promptly pay CML such amount
on demand and Broker-Dealer hereby indemnifies and holds harmless CML
<PAGE>
from any such deficiency and from the costs of collection thereof (including
reasonable attorneys' fees).

20. BINDING EFFECT. This Agreement shall be binding on and shall inure
to the benefit of the parties to it and their respective successors and
assigns; provided that Broker-Dealer may not assign this Agreement or any
rights or obligations hereunder without the prior written consent of CML.

21. REGULATIONS. All parties agree to observe and comply with the
existing laws and rules or regulations of applicable local, state, or federal
regulatory authorities and with those which may be enacted or adopted during
the term of this Agreement regulating the business contemplated hereby in any
jurisdiction in which the business described herein is to be transacted, and to
provide information or reports with respect to their duties hereunder pursuant
to request by any regulatory authority having jurisdiction with respect
thereto.

22. NOTICES. All notices or communications shall be sent to the address
shown below or to such other address as the party may request by giving written
notice to the other parties:

Connecticut Mutual Life Insurance Company
Hartford, CT 06154
Attn:

Connecticut Mutual Financial Services, LLC
Hartford, CT 06154
Attn:

Broker-Dealer:

23. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the state of Connecticut.

24. AMENDMENT OF AGREEMENT. Connecticut Mutual Life reserves the right
to amend this Agreement at any time, and the submission of an application by
Broker-Dealer after notice of any such amendment has been sent to the other
parties shall constitute the other parties' agreement to any such amendment.

25. TERMINATION. This Agreement may be terminated, without cause, by
any party upon thirty (30) days prior written notice; and may be terminated,
for failure to perform satisfactorily or other cause, by any party immediately;
and shall be terminated if CMFS, LLC or Broker-Dealer shall cease to be
registered Broker-Dealers under the Securities Exchange Act of l934 and members
of the NASD.

<PAGE>

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

By:

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC

By:

BROKER-DEALER

Name of Firm

By:

Dated:

<PAGE>
EXHIBIT A

SCHEDULE OF SALES CONCESSIONS

CONTRACTS FORM NUMBER CONTRACT % PER PURCHASE PAYMENT

<PAGE>
EXHIBIT B

Mutual Letter of Recommendation

BROKER-DEALER hereby certifies to Connecticut Mutual Life Insurance
Company ("CML") that all the following requirements will be fulfilled in
conjunction with the submission of licensing/appointment papers for all
applicants as agents of CML submitted by BROKER-DEALER. BROKER-DEALER will,
upon request, forward proof of compliance with same to CML in a timely manner.

1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence and business reputation and declare
that each applicant is personally known to us, has been examined by us, is
known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of a life insurance and
securities license as well as appointment as an insurance agent of C.ML.
Each individual is trustworthy, competent and qualified to act as an agent
for CML to hold himself out in good faith to the general public. We vouch
for each applicant.

2. We have on file a B-300, B-301, or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative requirements
for the registration of each applicant as a registered representative
through our NASD member firm, and each applicant is presently registered
as an NASD registered representative.

The information in our files indicates no fact or condition which would
disqualify the applicant from receiving a life insurance or securities
license or from being appointed as an insurance agent of CML and all
the findings of all investigative information is favorable.

3. We certify that all educational requirements have been met for the
specific state each applicant is requesting a license in, and that, all
such persons have fulfilled the appropriate examination, education and
training requirements.

4. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance interest
of the public will be properly protected.

5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by CML. No applicants have been given a
contract or furnished supplies, nor have any applicants been permitted to
write, solicit business, or act as an agent in any capacity, and they will
not be so permitted until the certificate of authority applied for is
received.

FORM OF INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT

<PAGE>

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
140 GARDEN STREET
HARTFORD, CT 06154

Connecticut Mutual Life Insurance Company (Company) will make Annuity Payments
starting on the Annuity Date, in accordance with the provisions of this
Contract.

This Contract is issued by the Company at its Home Office, 140 Garden Street,
Hartford, Connecticut 06154, on the Issue Date. The Contract is issued in
exchange for the payment of the initial Purchase Payment.

RIGHT TO EXAMINE CONTRACT: This Contract may be returned to the Company for
any reason within ten (10) calendar days after its receipt by the Contract
Owner. It may be returned by delivering or mailing it to the Company at its
Annuity Service Center. When this Contract is received by the Company it will
be voided as if it had never been in force. Upon its return, the Company will
refund, within seven days, the Contract Value next computed after receipt of
this Contract by the Company at its Annuity Service Center. This may be more
or less than the Purchase Payments.

THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY

READ YOUR CONTRACT CAREFULLY

SECRETARY PRESIDENT AND
CHIEF EXECUTIVE OFFICER

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
NONPARTICIPATING

ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C> <C> <C>
CONTRACT SCHEDULE........................................................ 4

DEFINITIONS.............................................................. 5

PURCHASE PAYMENT PROVISIONS............................................. 7
PURCHASE PAYMENTS........................................................ 7
SUBSEQUENT PURCHASE PAYMENTS........................................ 7
ALLOCATION PURCHASE PAYMENTS........................................ 7

SEPARATE ACCOUNT PROVISIONS.............................................. 7

THE SEPARATE ACCOUNT................................................ 7
VALUATION OF ASSETS................................................. 7
ACCUMULATION UNITS.................................................. 7
ACCUMULATION UNIT VALUE............................................. 7
MORTALITY AND EXPENSE RISK CHARGE................................... 8
ADMINISTRATIVE CHARGE............................................... 8
DISTRIBUTION CHARGE................................................. 9
MORTALITY AND EXPENSE GUARANTEE..................................... 9

ANNUAL CONTRACT MAINTENANCE CHARGE....................................... 9
DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE.................... 9

TRANSFERS................................................................ 9
TRANSFERS DURING THE ACCUMULATION PERIOD............................ 9
TRANSFERS DURING THE ANNUITY PERIOD................................. 10

WITHDRAWAL PROVISIONS.................................................... 11
WITHDRAWAL.......................................................... 11
CONTINGENT DEFERRED SALES CHARGE.................................... 11
WITHDRAWAL CHARGE................................................... 11

PROCEEDS PAYABLE ON DEATH................................................ 12
DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD.............. 12
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD................. 12
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD................ 12
DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD................... 12
DEATH OF ANNUITANT.................................................. 13
PAYMENT OF DEATH BENEFIT............................................ 13
BENEFICIARY......................................................... 13
CHANGE OF BENEFICIARY............................................... 13

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION............................. 14
</TABLE>

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<S> <C> <C> <C>
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS.............................. 14
ANNUITANT........................................................... 14
CONTRACT OWNER...................................................... 14
JOINT CONTRACT OWNERS............................................... 14
ASSIGNMENT OF THE CONTRACT.......................................... 15

GENERAL PROVISIONS....................................................... 15
THE CONTRACT........................................................ 15
CONTRACT CHANGES BY THE COMPANY..................................... 15
CONTRACT CHANGES BY THE CONTRACT OWNER.............................. 15
CONTRACT TERMINATION................................................ 16
INCONTESTABILITY.................................................... 16
MISSTATEMENT OF AGE OR SEX.......................................... 16
NON-BUSINESS DAYS................................................... 16
NON-PARTICIPATING................................................... 16
PROTECTION OF PROCEEDS.............................................. 16
REGULATORY REQUIREMENTS............................................. 16
REPORTS............................................................. 16
PREMIUM AND OTHER TAXES............................................. 17

ANNUITY PROVISIONS7
ANNUITY GUIDELINES.................................................. 17
ANNUITY PAYMENTS.................................................... 18
FIXED ANNUITY....................................................... 18
VARIABLE ANNUITY.................................................... 18
ANNUITY UNITS AND PAYMENTS.......................................... 18
ANNUITY UNIT VALUE.................................................. 18
ANNUITY OPTIONS..................................................... 19
Annuity Option A - Life Income................................. 19
Annuity Option B - Life Income with Period Certain............. 19
Annuity Option C - Joint and Last Survivor Payments............ 19
Annuity Option D - Joint and 2/3 Survivor Annuity.............. 19
Annuity Option E - Period Certain.............................. 19
Annuity Option F - Special Income Settlement Agreement......... 19

ANNUITY RATES............................................................ 20
Fixed Annuity Rates................................................. 20
Fixed Annuity Rates Table 1.................................... 21
Fixed Annuity Rates Table 2.................................... 22
Fixed Annuity Rates Table 3.................................... 23
Fixed Annuity Rates Table 4.................................... 24
Variable Annuity Rates.............................................. 25
Variable Annuity Rates Table 5................................. 26
Variable Annuity Rates Table 6................................. 27
Variable Annuity Rates Table 7................................. 28
Variable Annuity Rates Table 8................................. 29
</TABLE>

<PAGE>
CONTRACT SCHEDULE

REVISION DATE: [August 31, 1995]

CONTRACT OWNER: [John Kirk] AGE AND SEX: [35 Male]

ANNUITANT: [John Kirk] AGE AND SEX: [35 Male]

CONTRACT NUMBER: [1234 CML] ISSUE DATE: [August 31, 1995]

ANNUITY DATE: [August 31, 2025]

BENEFICIARY: As designated by the Contract Owner at the Issue Date, unless
changed in accordance with the Contract.

PURCHASE PAYMENTS:

INITIAL PURCHASE PAYMENT: 100,000 minimum.

MINIMUM SUBSEQUENT PURCHASE PAYMENT: $10,000 or, if the automatic premium
check option is elected, $5,000.

MAXIMUM TOTAL PURCHASE PAYMENTS: The maximum total Purchase Payments is
$5 million. Purchase Payments above this amount must be preapproved by the
Company.

ALLOCATION GUIDELINES:

1. There are no limitations on the number of Sub-Accounts that can be
selected by a Contract Owner.

2. If the Purchase Payments and forms required to issue a Contract
are in good order, the initial Net Purchase Payment will be credited to the
Contract within two (2) business days after receipt at the Annuity Service
Center. Additional Purchase Payments will be credited to the Contract as of
the Valuation Period when they are received.

[3. The initial Net Purchase Payment will be allocated to the Money
Market Sub-Account. Upon the expiration of fifteen days from the Issue Date,
the Sub-Account value represented by the Money Market Sub-Account will be
allocated to the Separate Account in accordance with the election made by the
Contract Owner. All subsequent Purchase Payments will be allocated in
accordance with the election made by the Contract Owner at the time the
Contract is issued, unless subsequently changed.]
<TABLE>
<CAPTION>

SEPARATE ACCOUNT: [CML/OFFITBANK Variable Annuity Separate Account]

ELIGIBLE INVESTMENTS, SERIES AND SUB-ACCOUNTS:

<S> <C> <C>
[THE OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK VIF")]
[OFFITBANK VIF - High Yield Fund] [OFFITBANK VIF - High Yield Sub-Account]
[OFFITBANK VIF - Investment Grade Global Debt Fund] [OFFITBANK VIF - Investment Grade
Global Debt Sub-Account]
[OFFITBANK VIF - Emerging Markets Fund] [OFFITBANK VIF - Emerging Markets
Sub-Account]
[Connecticut Mutual Financial Services Series Fund I, Inc.] ["CMFS Series Fund I")]
[CMFS Series Fund I - Money Market Portfolio] [CMFS - Money Market Sub-Account]
</TABLE>

<PAGE>

ANNUAL CONTRACT MAINTENANCE CHARGE: Currently $35.00 each Contract Year is
deducted on the last day of the Contract Year and may be increased but it will
not exceed $60 per Contract year. In the event of an increase, the Company
will give the Contract Owner 90 days prior notice of the increase. The Annual
Contract Maintenance Charge will be deducted from the Sub-Accounts in the same
proportion that the amount of the Contract Value in each Sub-Account bears to
the total Contract Value. If a total withdrawal is made on other than the
last day of the Contract Year, the full Annual Contract Maintenance Charge
will be deducted at the time of total withdrawal. If the Annuity Date is not
the last day of the Contract Year, then a pro-rata portion of the Annual
Contract Maintenance Charge will be deducted on the Annuity Date. During the
Annuity Period, the Annual Contract Maintenance Charge will be deducted
pro-rata from Annuity Payments and will result in a reduction of each Annuity
Payment.

MORTALITY AND EXPENSE RISK CHARGE: The current charge is equal on an annual
basis to .38% of the average daily net asset value of the Separate Account.
The Company may increase this charge, however, the maximum Mortality and
Expense Risk Charge will not exceed 1.25% of the average daily net asset value
of the Separate Account. In the event of an increase, the Company will give
the Contract Owner 90 days prior notice of the increase.

ADMINISTRATIVE CHARGE: The current charge is equal on an annual basis to .01%
of the average daily net asset value of the Separate Account. The Company may
increase this charge, however, the maximum Administrative Charge will not
exceed .25% of the average daily net asset value of the Separate Account. In
the event of an increase, the Company will give the Contract Owner 90 days
prior notice of the increase.

DISTRIBUTION CHARGE: None.

TRANSFERS:

NUMBER OF TRANSFERS: Subject to the conditions imposed on such transfers by
the Company, Contract Owners may make unlimited transfers during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. The Company reserves the right to further limit the number of
transfers in the future.

FREE TRANSFERS: 12 per calendar year during the Accumulation Period; 6 per
calendar year during the Annuity Period. All transfers made during a
Valuation Period are deemed to be one transfer.

TRANSFER FEE: The Transfer fee will not exceed the lesser of $20 or 2% of the
amount transferred for each transfer beyond the 12 free unscheduled transfers
allowed per calendar year. Transfers made by the Company from the CMFS -
Money Market Sub-Account at the end of the Right to Examine Contract period do
not count against the transfer limit.

MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: The minimum amount of a transfer
is $10,000 per transfer request (from one or multiple Sub-Accounts) or the
Contract Owner's entire interest in the Sub-Account, if less.

MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT AFTER A TRANSFER:
$1,000; or $0 if the entire amount in the Sub-Account is transferred.

<PAGE>

WITHDRAWALS:

CONTINGENT DEFERRED SALES CHARGE: None.

FREE WITHDRAWAL AMOUNT: Not Applicable.

WITHDRAWAL CHARGE: None.

MINIMUM PARTIAL WITHDRAWAL: $10,000.

MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL: $50,000.

NUMBER OF PARTIAL WITHDRAWALS PERMITTED: Currently no limitation.

ANNUITY GUIDELINE PARAMETERS:

1. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump sum. If
any Annuity Payment is less than $100, the Company reserves the right to
change the payment basis to equivalent quarterly, semi-annual or annual
payments.

2. The Annuity Date must be the first day of a calendar month. The
Annuity Date cannot be earlier than five years after the Issue Date.

3. The latest permitted Annuity Date is the earlier of:

(i) the 90th birthday of the Annuitant or the oldest joint Annuitant; or

(ii) the latest date permitted under state law.

RIDERS: [IRA Endorsement]
[Unisex Annuity Rates Contract Endorsement]

ANNUITY SERVICE CENTER:

<S> <C>
[Connecticut Mutual Life Insurance Company 301 West 11th Street
Annuity Service Center Fourth Floor
P.O. Box XXXXXX OR Kansas City, MO 64105
Kansas City, MO 64141-6083 (800) XXX-XXXX]
</TABLE>

<PAGE>

DEFINITIONS

ACCUMULATION PERIOD The period prior to the commencement of Annuity
Payments during which Purchase Payments may be made.

ACCUMULATION UNIT A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.

AGE The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined.

ANNUITANT The primary person upon whose life Annuity Payments are to be
made. On or after the Annuity Date, the Annuitant shall also include any joint
Annuitant.

ANNUITY DATE The date on which Annuity Payments begin. The Annuity Date is
shown on the Contract Schedule.

ANNUITY PAYMENTS The series of payments that will begin on the Annuity Date.

ANNUITY OPTIONS Options available for Annuity Payments.

ANNUITY PERIOD The period which begins on the Annuity Date and ends with the
last Annuity Payment.

ANNUITY RESERVE The assets which support the Annuity Option selected by the
Contract Owner during the Annuity Period.

ANNUITY SERVICE The office indicated on the Contract Schedule of this
Contract to which CENTER notices, requests and Purchase Payments must be sent.
All sums payable by the Company under this Contract are payable only at the
Annuity Service Center.

ANNUITY UNIT A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.

BENEFICIARY The person(s) or entity(ies) designated to receive the death
benefit provided by this Contract.

CONTRACT An anniversary of the Issue Date of this Contract.
ANNIVERSARY

CONTRACT OWNER The person(s) or entity(ies) entitled to the ownership rights
stated in this Contract.

CONTRACT VALUE The sum of the Contract Owner's interest in the Sub-Accounts
of the Separate Account during the Accumulation Period.

CONTRACT YEAR The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each anniversary of the
Issue Date.

<PAGE>

ELIGIBLE INVESTMENT An investment entity shown on the Contract Schedule
into which assets of the Separate Account will be invested.

FIXED ANNUITY A series of payments made during the Annuity Period which
are guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT The Company's general investment account which contains
all the assets of the Company with the exception of the Separate Account and
other segregated asset accounts.

ISSUE DATE The date on which this Contract became effective.

NET PURCHASE A Purchase Payment less any Premium Tax assessed by any state or
PAYMENT other jurisdiction.

PREMIUM TAX A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when the Contract is
surrendered.

PURCHASE PAYMENT During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to this Contract.

REVISION DATE The date of any revised Contract Schedule. A revised
Contract Schedule bearing the latest Revision Date will supersede all previous
Contract Schedules.

SEPARATE ACCOUNT The Company's Separate Account designated on the Contract
Schedule.

SERIES A segment of an Eligible Investment which constitutes a separate
and distinct class of shares into which assets of a Sub-Account will be
invested.

SUB-ACCOUNT Separate Account assets are divided into Sub-Accounts which
are listed on the Contract Schedule. Assets of each Sub-Account will be
invested in shares of an Eligible Investment or a Series of an Eligible
Investment.

VALUATION DATE Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for business.

VALUATION PERIOD The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of business for the
next succeeding Valuation Date.

VARIABLE ANNUITY An annuity with payments which vary as to dollar amount
in relation to the investment performance of specified Sub-Accounts of the
Separate Account.

WRITTEN REQUEST A request in writing, in a form satisfactory to the
Company, which is received by the Annuity Service Center.

<PAGE>

PURCHASE PAYMENT PROVISIONS

PURCHASE PAYMENTS

The initial Purchase Payment is due on the Issue Date. The minimum and
maximum subsequent and total Purchase Payments are shown on the Contract
Schedule. The Company reserves the right to reject any Application or Purchase
Payment.

SUBSEQUENT PURCHASE PAYMENTS

Subject to the minimum subsequent and maximum total shown on the Contract
Schedule, the Contract Owner may make subsequent Purchase Payments.

ALLOCATION OF PURCHASE PAYMENTS

The allocation of the initial Net Purchase Payment is made in accordance with
the selection made by the Contract Owner at the time the Contract is issued.
Unless otherwise changed by Written Request by the Contract Owner, subsequent
Net Purchase Payments are allocated in the same manner as the initial Net
Purchase Payment. Allocation of the Net Purchase Payments is subject to the
Allocation Guidelines shown on the Contract Schedule. The Company has reserved
the right to allocate initial Purchase Payments to the Money Market
Sub-Account until the expiration of the Right to Examine Contract period.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate Account is designated on the Contract Schedule and consists of
assets set aside by the Company, which are kept separate from that of the
general assets and all other separate account assets of the Company. The
assets of the Separate Account equal to reserves and other liabilities will
not be charged with liabilities arising out of any other business the Company
may conduct.

The Separate Account assets are divided into Sub_Accounts. The Sub-Accounts
which are available under this Contract are listed in the Contract Schedule.
The assets of the Sub-Accounts are allocated to the Eligible Investment(s) and
the Series, if any, within an Eligible Investment shown on the Contract
Schedule. The Company may, from time to time, add additional Eligible
Investments or Series to those shown on the Contract Schedule. The Contract
Owner may be permitted to transfer Contract Values or allocate Net Purchase
Payments to the additional Eligible Investments or Series. However, the right
to make such transfers or allocations will be limited by the terms and
conditions imposed by the Company.

Should the shares of any such Eligible Investment(s) or any Series within an
Eligible Investment become unavailable for investment by the Separate Account,
or the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Eligible Investment or Series for shares already
purchased under this Contract.

VALUATION OF ASSETS

The assets of the Separate Account are valued at their fair market value in
accordance with procedures of the Company.

<PAGE>

ACCUMULATION UNITS

During the Accumulation Period, Accumulation Units shall be used to account
for all amounts allocated to or withdrawn from the Sub-Accounts of the
Separate Account as a result of Purchase Payments, withdrawals, transfers, or
fees and charges. The Company will determine the number of Accumulation Units
of a Sub_Account purchased or cancelled. This will be done by dividing the
amount allocated to (or the amount withdrawn from) the Sub_Account by the
dollar value of one Accumulation Unit of the Sub_Account as of the end of the
Valuation Period during which the request for the transaction is received at
the Annuity Service Center.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are
determined by multiplying the Accumulation Unit Value for the immediately
preceding Valuation Period by the Net Investment Factor for the Sub-Account
for the current Valuation Period.

The Net Investment Factor for each Sub-Account is determined by dividing A by
B and subtracting C where:

A is (i) the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the current
Valuation Period; plus

(ii) any dividend per share declared on behalf of such Eligible
Investment or Series that has an ex-dividend date within the current Valuation
Period; less

(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or maintenance
of the Sub-Account.

B is the net asset value per share of the Eligible Investment or Series of
an Eligible Investment held by the Sub-Account for the immediately preceding
Valuation Period.

C is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution Charge which
are shown on the Contract Schedule.

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

MORTALITY AND EXPENSE RISK CHARGE

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from each Sub-Account of the Separate Account which is equal, on an annual
basis, to the amount shown on the Contract Schedule. The Mortality and
Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under this Contract.

ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis, to the
amount shown on the Contract Schedule. The Administrative Charge compensates
the Company for the costs associated with the administration of this Contract
and the Separate Account.

<PAGE>

DISTRIBUTION CHARGE

Each Valuation Period, the Company deducts a Distribution Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis to the
amount shown on the Contract Schedule. The Distribution Charge compensates
the Company for the costs associated with the distribution of this Contract.

MORTALITY AND EXPENSE GUARANTEE

The Company guarantees that the dollar amount of each Annuity Payment after
the first Annuity Payment will not be affected by variations in mortality or
expense experience.

ANNUAL CONTRACT MAINTENANCE CHARGE

DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE

The Company deducts an Annual Contract Maintenance Charge from the Contract
Value or Annuity Payments to reimburse it for expenses relating to maintenance
of this Contract. The Annual Contract Maintenance Charge is shown on the
Contract Schedule.

TRANSFERS

TRANSFERS DURING THE ACCUMULATION PERIOD

Subject to any limitations imposed by the Company on the number of transfers,
shown on the Contract Schedule, that can be made during the Accumulation
Period, the Contract Owner may transfer all or part of the Contract Owner's
interest in a Sub-Account by Written Request without the imposition of any fee
or charge if there have been no more than the number of free transfers shown
on the Contract Schedule. All transfers are subject to the following:

1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, shown on the Contract Schedule, for each
subsequent transfer permitted. The Transfer Fee will be deducted from the
Contract Owner's interest in the Sub-Account from which the transfer is made.
However, if the Contract Owner's entire interest in a Sub-Account is being
transferred, the Transfer Fee will be deducted from the amount which is
transferred. If Contract Values are being transferred from more than one
Sub-Account, any Transfer Fee will be allocated to those Sub-Accounts on a
pro-rata basis in proportion to the amount transferred from each Sub-Account.

2. The minimum amount which can be transferred is shown on the Contract
Schedule. The minimum amount which must remain in a Sub-Account is shown
on the Contract Schedule.

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

If the Contract Owner elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Contract Owner's
instructions. All amounts and Accumulation Units will be determined as of the
end of the Valuation Period during which the request for transfer is received
at the Annuity Service Center.

<PAGE>

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Contract Owner may make transfers, by Written
Request, as follows:

1. The Contract Owner may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company on the number
of transfers, shown on the Contract Schedule, that can be made. If more than
the number of free transfers have been made, the Company will deduct a
Transfer Fee, shown on the Contract Schedule, for each subsequent transfer
permitted. The Transfer Fee will be deducted from the Contract Owner's
interest in the Sub-Account from which the transfer is made. However, if the
Contract Owner's entire interest in a Sub-Account is being transferred, the
Transfer Fee will be deducted from the amount which is transferred. If Annuity
Reserves are being transferred from more than one Sub-Account, any Transfer
Fee will be allocated to those Sub-Accounts on a pro-rata basis in proportion
to the amount transferred from each Sub-Account.

2. The Contract Owner may, once each Contract Year, make a transfer from
one or more Sub-Accounts to the General Account. The Contract Owner may not
make a transfer from the General Account to the Separate Account.

3. Transfers between Sub-Accounts will be made by converting the number of
Annuity Units being transferred to the number of Annuity Units of the
Sub-Account to which the transfer is made, so that the next Annuity Payment if
it were made at that time would be the same amount that it would have been
without the transfer. Thereafter, Annuity Payments will reflect changes in
the value of the new Annuity Units.

The amount transferred to the General Account from a Sub-Account will be based
on the Annuity Reserves for the Contract Owner in that Sub-Account. Transfers
to the General Account will be made by converting the Annuity Units being
transferred to purchase fixed Annuity Payments under the Annuity Option in
effect and based on the Age of the Annuitant at the time of the transfer.

4. The minimum amount which can be transferred is shown on the Contract
Schedule. The minimum amount which must remain in a Sub-Account is shown
on the Contract Schedule.

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

If the Contract Owner elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Contract Owner's
instructions. All amounts and Annuity Unit Values will be determined as of the
end of the Valuation Period during which the request for transfer is received
at the Annuity Service Center.

<PAGE>

WITHDRAWAL PROVISIONS

WITHDRAWAL

During the Accumulation Period, the Contract Owner may, upon Written Request,
make a total or partial withdrawal of the Contract Withdrawal Value. The
Contract Withdrawal Value is:

1. The Contract Value as of the end of the Valuation Period during which a
Written Request for a withdrawal is received; less

2. Any applicable Premium Taxes not previously deducted; less

3. The Contingent Deferred Sales Charge, if any; less

4. The Withdrawal Charge, if any; less

5. The Annual Contract Maintenance Charge, if any; less

6. Any Purchase Payments credited to the Contract when based upon checks that
have not cleared the drawer bank.

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Contract Owner's interest in the
Sub-Account bears to the total Contract Value. The Contract Owner must
specify by Written Request in advance which Sub-Account Units are to be
canceled if other than the above method is desired. If the Contract Owner
makes a total withdrawal, all of the Contract Owner's rights and interests in
the Contract will terminate.

The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of
Payments Provision is in effect.

Each partial withdrawal must be for an amount which is not less than the
minimum amount shown on the Contract Schedule. The Contract Value which must
remain in the Contract after a partial withdrawal is shown on the Contract
Schedule. The Company reserves the right to limit the number of partial
withdrawals that can be made from a Contract. The current number of partial
withdrawals permitted is shown on the Contract Schedule.

CONTINGENT DEFERRED SALES CHARGE

A contingent deferred sales charge may be deducted in the event of a
withdrawal of all or a portion of the Contract Value. The Contingent Deferred
Sales Charge and Free Withdrawal Amounts are set out on the Contract Schedule.

WITHDRAWAL CHARGE

A service fee (Withdrawal Charge) may be deducted in the event of a
withdrawal. The Withdrawal Charge is set out on the Contract Schedule.

<PAGE>

PROCEEDS PAYABLE ON DEATH

DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD

Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner,
the surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary.

A Beneficiary may request that the death benefit be paid under one of the
Death Benefit Options below. If the Beneficiary is the spouse of the Contract
Owner he or she may elect to continue the Contract at the then current
Contract Value in his or her own name and exercise all the Contract Owner's
rights under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Contract Owner during
the Accumulation Period:

Option 1 - lump sum payment of the death benefit; or

Option 2 - the payment of the entire death benefit within 5 years of
the date of the death of the Contract Owner; or

Option 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one year of
the date of death of the Contract Owner or any Joint Contract Owner.

Any portion of the death benefit not applied under Option 3 within one year of
the date of the Contract Owner's death must be distributed within five years
of the date of death.

A spousal Beneficiary may elect to continue the Contract in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected
during the sixty-day period beginning with the date of receipt by the Company
of proof of death.

DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD

If the Contract Owner or a Joint Contract Owner, who is not the Annuitant,
dies during the Annuity Period, any remaining payments under the Annuity
Option elected will continue at least as rapidly as under the method of
distribution in effect at such Contract Owner's death. Upon the death of a
Contract Owner during the Annuity Period, the Beneficiary becomes the Contract
Owner.

<PAGE>

DEATH OF ANNUITANT

PAYMENT OF DEATH BENEFIT

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:

1. a certified death certificate;

2. certified decree of a court of competent jurisdiction as to the finding
of death; or

3. any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.

BENEFICIARY

1. to the Primary Beneficiary(ies) who survive the Contract Owner's and/or
the Annuitant's death, as applicable; or if there are none

2. to the Contingent Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are none

3. to the estate of the Contract Owner.

Beneficiaries may be named irrevocably. A change of Beneficiary requires the
consent of any irrevocable Beneficiary. If an irrevocable Beneficiary is
named, the Contract Owner retains all other contractual rights.

CHANGE OF BENEFICIARY

<PAGE>

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

The Company reserves the right to suspend or postpone payments for a
withdrawal or transfer for any period when:

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

2. Trading on the New York Stock Exchange is restricted;

3. An emergency exists as a result of which disposal of securities held in
the Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or

4. During any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Contract Owners;

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

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

ANNUITANT

CONTRACT OWNER

The Contract Owner has all rights under this Contract. The Contract Owner is
the person designated as such on the Issue Date, unless changed.

The Contract Owner may change owners at any time prior to the Annuity Date by
Written Request. A change of Contract Owner will automatically revoke any
prior designation of Contract Owner. The change will become effective as of
the date the Written Request is signed. A new designation of Contract Owner
will not apply to any payment made or action taken by the Company prior to the
time it was received.

JOINT CONTRACT OWNERS

<PAGE>

ASSIGNMENT OF THE CONTRACT

A Written Request specifying the terms of an assignment of this Contract must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in this Contract by assignment, agreement, or
otherwise.

If this Contract is assigned, the Contract Owner's rights may only be
exercised with the consent of the assignee of record.

GENERAL PROVISIONS

THE CONTRACT

The entire Contract consists of this Contract, any Application and any riders
or endorsements attached to this Contract.

CONTRACT CHANGES BY THE COMPANY

The Company reserves the right to amend this Contract to meet the requirements
of any applicable federal or state laws or regulations, or as otherwise
provided in this Contract. The Company will notify the Contract Owner in
writing of such amendments.

Any changes to this Contract by the Company must be signed by an authorized
officer of the Company. Agents of the Company have no authority to alter or
modify any of the terms, conditions, agreements of this Contract, or to waive
any of its provisions.

CONTRACT CHANGES BY THE CONTRACT OWNER

The Contract Owner may, subject to the Company's underwriting rules then in
effect and in accordance with the provisions of this Contract, by Written
Request:

1. change the Contract Owner;

2. change the Annuity Date and/or the Annuity Option at any time up to
thirty (30) calendar days before the current Annuity Date, provided the
Annuitant is then living;

3. change the Beneficiary; or

4. change the Annuitant, prior to the Annuity Date.

A change of Annuitant, Annuity Date and Annuity Option will take effect on the
date the Written Request is received.

<PAGE>

CONTRACT TERMINATION

This Contract will terminate upon the occurrence of any of the following
events:

1. the date of the last Annuity Payment;

2. the date payment is made of the entire Contract Value;

3. the date of the last death benefit payment to the last Beneficiary;

4. the date the Contract is returned under the Right to Examine Contract
provision.

INCONTESTABILITY

The Company shall not contest the validity of this Contract.

MISSTATEMENT OF AGE OR SEX

If the Annuitant's Age or sex has been incorrectly stated, the Annuity Payment
payable will be that which the Contract Value, reduced by any applicable
Premium Tax, Annual Contract Maintenance Charge, and Contingent Deferred Sales
Charge, would have purchased at the correct Age and sex. After correction, the
Annuitant will receive the sum of any underpayments made by the Company within
thirty (30) calendar days. The amount of any overpayments made by the Company
will be charged against the payment(s) following the correction.

NON-BUSINESS DAYS

If the due date for any activity required by the Contract falls on a
non-business day for the Company, performance will be rendered on the first
business day following the due date.

NON-PARTICIPATING

This Contract is non-participating and will not share in any surplus earnings
of the Company. No dividends are payable on this Contract.

PROTECTION OF PROCEEDS

To the extent permitted by law, all payments under this Contract shall be free
from legal process and the claim of any creditor if the person is entitled to
them under this Contract. No payment and no amount under this Contract can be
taken or assigned in advance of its payment date unless the Company receives
the Contract Owner's written consent.

REGULATORY REQUIREMENTS

All values payable under this Contract will not be less than the minimum
benefits required by the laws and regulations of the state in which the
Contract is delivered.

REPORTS

Each year the Company will provide to the Contract Owner an accounting of
Purchase Payments, transfers, withdrawals, charges applicable to this
Contract, and any other information required under state or federal law.

<PAGE>

PREMIUM AND OTHER TAXES

Any Premium Taxes relating to this Contract may be deducted from the Purchase
Payments or Contract Value when incurred. The Company will, in its sole
discretion, determine when Premium Taxes have resulted from: the investment
experience of the Separate Account; receipt by the Company of the Purchase
Payments; or commencement of Annuity Payments. The Company may, at its sole
discretion, pay such Premium Taxes when due and deduct that amount from the
Contract Value at a later date. Payment at an earlier date does not waive any
right the Company may have to deduct amounts at a later date.

The Company will deduct any withholding taxes required by applicable law.

ANNUITY PROVISIONS

ANNUITY GUIDELINES

Once the Contract reaches the Annuity Date, the following guidelines apply:

1. The Contract Owner may elect to have the Contract Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed and
Variable Annuity. If a combination is elected, the Contract Owner must
specify what part of the Contract Value is to be applied to the Fixed
and Variable options.

2. The amount applied to an Annuity Option on the Annuity Date, excluding
any death benefit proceeds applied to an Annuity Option, is equal to the
Contract Value minus any applicable Premium Tax, Annual Contract Maintenance
Charge and Contingent Deferred Sales Charge shown on the Contract Schedule.

3. The minimum amount that may be applied under any Annuity Option, and
the minimum periodic Annuity Payment allowed, are set forth on the Contract
Schedule in the Annuity Guideline Parameters.

4. Contract Owners select an Annuity Date at the Issue Date. Contract
Owners may change the Annuity Date at any time up to thirty (30) calendar days
prior to the current Annuity Date by Written Request. Any Annuity Date
selected is subject to the Annuity Guideline Parameters set forth on the
Contract Schedule.

5. If no Annuity Option has been chosen at least thirty (30) calendar days
before the Annuity Date, the Company will make payments to the Annuitant under
Option B, with 10 years of payments guaranteed. Unless specified otherwise,
the Contract Value shall be used to provide a Variable Annuity.

<PAGE>

ANNUITY PAYMENTS

The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Contract Owner has by Written
Request selected an available Annuity Option and payment schedule. Except as
otherwise agreed to by the Contract Owner and the Company, Annuity Payments
will be payable monthly. The Annuity Option and frequency of Annuity Payments
may not be changed by the Contract Owner after Annuity Payments begin. Unless
the Contract Owner specifies otherwise, the payee of the Annuity Payments
shall be the Annuitant.

FIXED ANNUITY

A Fixed Annuity provides for payments which do not fluctuate based on
investment performance.

The Fixed Annuity shall be determined by applying the Annuity Purchase Rates
set forth in the Fixed Annuity Rate Tables below to the portion of the
Contract Value allocated to the Fixed Annuity Option selected by the Contract
Owner.

VARIABLE ANNUITY

A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the allocation of the Contract Value among
the Sub-Accounts.

ANNUITY UNITS AND PAYMENTS

2. For each Sub-Account, the amount of each Annuity Payment equals
the product of the Annuitant's number of Annuity Units and the Annuity Unit
Value on the payment date. The amount of each payment may vary.

ANNUITY UNIT VALUE

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined as follows:

<PAGE>

1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account for the
immediately preceding Valuation Period.

2. The result in (1) is then divided by an assumed investment factor.
The assumed investment rate factor equals 1.00 plus the assumed investment
rate for the number of days since the preceding Valuation Date. Assumed
investment rate is based on an effective annual rate of 4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

ANNUITY OPTIONS

The Contract Owner may choose periodic fixed and/or variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent
to other plans of payment before the Annuity Date.

The following Annuity Options are available:

Annuity Option A - Life Income

Periodic payments will be made as long as the Annuitant lives.

Annuity Option B - Life Income with Period Certain

Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5),
ten (10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and
paid in a lump sum.

Annuity Option C - Joint and Last Survivor Payments

Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.

Annuity Option D - Joint and 2/3 Survivor Annuity

Annuity Option E - Period Certain

Periodic payments will be made for a specified period. The specified period
must be at least five (5) years and cannot be more than thirty (30) years. If
the Contract Owner does not desire payments to continue for the remainder of
the guaranteed period, he/she may elect to have the present value of the
remaining payments commuted and paid in a lump sum or as an Annuity Option
purchased at the date of such election.

Annuity Option F - Special Income Settlement Agreement

The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Contract Owner and the Company.

<PAGE>

ANNUITY RATES

FIXED ANNUITY RATES

Notes to Tables

Table 1 - Annuity Options A and B
Table 2 - Annuity Option C
Table 3 - Annuity Option D
Table 4 - Annuity Option E

Note 1: If the single premium immediate annuity rates offered by the
Company and designated by the Company for this purpose on the Annuity Date are
more favorable than the minimum guaranteed rates used to develop Tables 1, 2,
3 or 4, those rates will be used.

Note 2: The 1983 Table "a" mortality table, projected to the year
2015 with Projection Scale G, applies to all Annuity Options which include
life contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.

Note 3: The Annuity Option rates shown in Tables 1, 2, 3, and 4 are
based on an effective annual interest rate of 3%.

Note 4: Rates will be determined based on the age(s) of any Annuitant(s)
on his/her birthday nearest the Annuity Date. The tables below show Annuity
Option rates based on age nearest birthday.

Note 5: The purchase rate for any age or combination of ages not shown in
the tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.

ANNUITY RATES

VARIABLE ANNUITY RATES

Notes to Tables

Table 5 - Annuity Options A and B
Table 6 - Annuity Option C
Table 7 - Annuity Option D
Table 8 - Annuity Option E

Note 1: The 1983 Table "a" mortality table, projected to the year 2015
with Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and projection
factors are based on a 40%/60% male/female weighting.

Note 2: The Annuity Option rates shown in Tables 5, 6, 7 and 8 are
based on an assumed effective annual interest rate of 4%.

Note 3: Rates will be determined based on the age(s) of any
Annuitant(s) on his/her birthday nearest the Annuity Date. The tables below
show Annuity Option rates based on age nearest birthday.

<PAGE>
Note 4: The purchase rate for any age or combination of ages not
shown in the tables below will be calculated on the same basis as the payments
for those shown and may be obtained by Written Request.

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
Non-participating

<PAGE>

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
140 GARDEN STREET
HARTFORD, CT 06154

UNISEX ANNUITY RATES CONTRACT ENDORSEMENT

This Endorsement modifies the Contract to which it is attached for use in
connection with a retirement plan which receives favorable income tax
treatment under Sections 401, 403, 408 or 457 of the Internal Revenue Code, or
where required by state law. In the case of a conflict with any provision in
the Contract, the provisions of this Endorsement will control. The Company
may further amend the Contract from time to time to meet any requirements
applicable to such plans or laws. The effective date of this Endorsement is
the Issue Date shown on the Contract Schedule. The provisions of the Contract
are modified as follows:

1. Deleting any reference to sex; and

2. The Contract is further modified by substituting the attached Annuity
Rate Tables 1, 2, 3, 5, 6 and 7 for the corresponding Annuity Rate Tables
in the Annuity Rates section of the Contract.

Signed for Connecticut Mutual Life Insurance Company by:

SECRETARY PRESIDENT AND
CHIEF EXECUTIVE OFFICER

<PAGE>

FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENTS PER $1,000
UNISEX

Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
50 3.76 3.76 3.75 3.70 50
51 3.82 3.81 3.80 3.75 51
52 3.88 3.87 3.86 3.80 52
53 3.94 3.93 3.92 3.85 53
54 4.00 4.00 3.98 3.90 54

55 4.07 4.06 4.04 3.96 55
56 4.14 4.13 4.11 4.01 56
57 4.21 4.21 4.18 4.07 57
58 4.29 4.29 4.26 4.13 58
59 4.38 4.37 4.34 4.20 59

60 4.47 4.46 4.42 4.26 60
61 4.56 4.55 4.51 4.32 61
62 4.66 4.65 4.61 4.39 62
63 4.77 4.76 4.70 4.46 63
64 4.89 4.87 4.81 4.53 64

65 5.01 4.99 4.92 4.60 65
66 5.14 5.12 5.03 4.67 66
67 5.28 5.25 5.16 4.73 67
68 5.43 5.39 5.28 4.80 68
69 5.59 5.55 5.42 4.87 69

70 5.76 5.71 5.56 4.93 70
71 5.94 5.88 5.70 5.00 71
72 6.14 6.07 5.86 5.06 72
73 6.34 6.27 6.02 5.11 73
74 6.57 6.47 6.18 5.17 74

75 6.81 6.70 6.35 5.21 75
76 7.07 6.93 6.53 5.26 76
77 7.34 7.18 6.70 5.30 77
78 7.64 7.44 6.89 5.33 78
79 7.95 7.72 7.07 5.36 79
80 8.29 8.01 7.26 5.39 80

81 8.66 8.33 7.45 5.42 81
82 9.06 8.65 7.63 5.44 82
83 9.48 8.99 7.81 5.45 83
84 9.94 9.35 7.99 5.47 84
85 10.42 9.73 8.15 5.48 85

<PAGE>

FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
UNISEX (2)
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
40 3.11 3.16 3.21 3.25 3.27 3.30 3.31 3.32 3.33 3.33 40
45 3.16 3.24 3.31 3.37 3.42 3.45 3.48 3.50 3.51 3.51 45
50 3.21 3.31 3.41 3.50 3.57 3.63 3.68 3.71 3.73 3.74 50
55 3.25 3.37 3.50 3.62 3.74 3.84 3.91 3.97 4.01 4.03 55
60 3.27 3.42 3.57 3.74 3.90 4.06 4.18 4.28 4.36 4.40 60
65 3.30 3.45 3.63 3.84 4.06 4.28 4.48 4.66 4.79 4.88 65
70 3.31 3.48 3.68 3.91 4.18 4.48 4.79 5.07 5.30 5.48 70
75 3.32 3.50 3.71 3.97 4.28 4.66 5.07 5.49 5.89 6.21 75
80 3.33 3.51 3.73 4.01 4.36 4.79 5.30 5.89 6.49 7.04 80
85 3.33 3.51 3.74 4.03 4.40 4.88 5.48 6.21 7.04 7.90 85
</TABLE>

FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
UNISEX (2)

<S> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGR
40 3.18 3.22 3.25 3.28 3.30 3.31 3.32 3.33 3.33 3.33 40
45 3.27 3.33 3.38 3.42 3.45 3.48 3.49 3.50 3.51 3.52 45
50 3.37 3.45 3.52 3.58 3.63 3.68 3.71 3.73 3.74 3.75 50
55 3.48 3.57 3.67 3.76 3.84 3.91 3.96 4.00 4.03 4.05 55
60 3.59 3.71 3.83 3.95 4.07 4.18 4.28 4.34 4.39 4.42 60
65 3.72 3.85 4.00 4.16 4.33 4.50 4.65 4.77 4.86 4.92 65
70 3.86 4.01 4.18 4.38 4.60 4.84 5.07 5.28 5.45 5.57 70
75 4.00 4.17 4.37 4.61 4.89 5.20 5.54 5.87 6.17 6.40 75
80 4.16 4.34 4.57 4.84 5.17 5.57 6.03 6.52 7.00 7.41 80
85 4.31 4.51 4.76 5.07 5.45 5.93 6.51 7.18 7.89 8.59 85

</TABLE>
<PAGE>

VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
UNISEX
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
50 4.36 4.36 4.35 4.29 50
51 4.41 4.41 4.40 4.33 51
52 4.47 4.47 4.45 4.38 52
53 4.53 4.52 4.51 4.43 53
54 4.59 4.59 4.56 4.48 54

55 4.66 4.65 4.63 4.53 55
56 4.73 4.72 4.69 4.58 56
57 4.80 4.79 4.76 4.64 57
58 4.88 4.87 4.84 4.70 58
59 4.96 4.95 4.91 4.75 59

60 5.05 5.04 4.99 4.82 60
61 5.14 5.13 5.08 4.88 61
62 5.24 5.23 5.17 4.94 62
63 5.35 5.33 5.27 5.00 63
64 5.46 5.44 5.37 5.07 64

65 5.59 5.56 5.48 5.13 65
66 5.72 5.69 5.59 5.20 66
67 5.85 5.82 5.71 5.27 67
68 6.00 5.96 5.84 5.33 68
69 6.16 6.12 5.97 5.39 69

70 6.33 6.28 6.11 5.45 70
71 6.52 6.45 6.25 5.51 71
72 6.71 6.63 6.40 5.57 72
73 6.92 6.83 6.55 5.62 73
74 7.15 7.04 6.72 5.67 74

75 7.39 7.26 6.88 5.72 75
76 7.65 7.49 7.05 5.76 76
77 7.92 7.74 7.23 5.80 77
78 8.22 8.00 7.41 5.83 78
79 8.54 8.28 7.59 5.86 79
80 8.88 8.57 7.77 5.89 80

81 9.25 8.88 7.95 5.91 81
82 9.65 9.21 8.13 5.93 82
83 10.08 9.55 8.31 5.95 83
84 10.54 9.90 8.48 5.96 84
85 11.03 10.28 8.64 5.97 85

VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
<CAPTION>
UNISEX (2)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGEE AGE
40 3.73 3.78 3.83 3.86 3.89 3.91 3.93 3.94 3.95 3.95 40
45 3.78 3.85 3.92 3.97 4.02 4.05 4.08 4.10 4.11 4.12 45
50 3.83 3.92 4.01 4.09 4.16 4.22 4.27 4.30 4.32 4.34 50
55 3.86 3.97 4.09 4.21 4.32 4.41 4.49 4.55 4.59 4.62 55
60 3.89 4.02 4.16 4.32 4.47 4.62 4.75 4.85 4.92 4.97 60
65 3.91 4.05 4.22 4.41 4.62 4.83 5.03 5.21 5.34 5.44 65
70 3.93 4.08 4.27 4.49 4.75 5.03 5.33 5.61 5.85 6.03 70
75 3.94 4.10 4.30 4.55 4.85 5.21 5.61 6.03 6.42 6.75 75
80 3.95 4.11 4.32 4.59 4.92 5.34 5.85 6.42 7.02 7.58 80
85 3.95 4.12 4.34 4.62 4.97 5.44 6.03 6.75 7.58 8.43 85
</TABLE>

<PAGE>

VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
UNISEX (2)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
40 3.81 3.84 3.87 3.89 3.91 3.93 3.94 3.95 3.95 3.95 40
45 3.89 3.94 3.99 4.03 4.06 4.08 4.10 4.11 4.12 4.13 45
50 3.99 4.05 4.12 4.18 4.23 4.27 4.30 4.32 4.34 4.35 50
55 4.10 4.18 4.26 4.35 4.42 4.49 4.54 4.58 4.61 4.63 55
60 4.21 4.31 4.42 4.54 4.65 4.75 4.84 4.91 4.96 5.00 60
65 4.35 4.46 4.60 4.74 4.90 5.06 5.21 5.33 5.42 5.49 65
70 4.50 4.63 4.79 4.97 5.18 5.40 5.63 5.83 6.00 6.13 70
75 4.67 4.81 5.00 5.22 5.48 5.78 6.10 6.42 6.72 6.95 75
80 4.84 5.01 5.22 5.47 5.78 6.16 6.60 7.08 7.55 7.97 80
85 5.03 5.21 5.44 5.73 6.09 6.54 7.10 7.75 8.46 9.15 85
</TABLE>

<PAGE>

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
140 GARDEN STREET
HARTFORD, CT 06154

INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

This Endorsement modifies the Contract to which it is attached so that it may
qualify as an Individual Retirement Annuity (IRA) under Section 408(b) of the
Internal Revenue Code (Code) and the Regulations under that Section. In the
case of a conflict with any provision in the Contract, the provisions of this
Endorsement will control. The effective date of this Endorsement is the Issue
Date shown on the Contract Schedule. The Contract is modified as follows:

1. The Contract Owner and the Annuitant shall be the same individual;
neither may be changed and there shall be no Joint Contract Owner.
Hereafter all references to the Contract Owner shall include the Annuitant.

2. The interest of the Contract Owner under this Contract shall be
nonforfeitable.

3. The Contract may not be sold, assigned, discounted, pledged as
collateral for a loan or as security for the performance of any obligation
or for any other purpose, or otherwise transferred (other than a transfer
incident to a divorce or separation instrument in accordance with section
408(d)(6) of the Code) to any person other than to the Company.

4. This Contract is established for the exclusive benefit of the Contract
Owner and his or her Beneficiary(ies).

5. Except in the case of a rollover contribution (as permitted by Code
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3)), or a contribution
made in accordance with the terms of a Simplified Employee Pension (SEP) as
described in Code Section 408(k), contributions shall not exceed $2,000 for
any taxable year. All contributions must be in cash.

6. Distributions under the Annuity Options in the Contract must commence
to be distributed no later than the first day of April following the
calendar year in which the Contract Owner attains age 70 1/2 (required
beginning date), over

(a) the life of the Contract Owner, or the lives of the Contract Owner and
his or her designated Beneficiary, or

(b) a period certain not extending beyond the life expectancy of the
Contract Owner, or the joint and last survivor expectancy of the
Contract Owner and his or her Beneficiary. Payments must be made in
periodic payments at intervals of no longer than one year.

In addition, payments must be either nonincreasing or they may increase only
as provided in Proposed or final Federal Income Tax Regulations.

All distributions made hereunder shall be made in accordance with the
requirements of Code Section 401(a)(9), including the incidental death benefit
requirements of Code Section 401(a)(9)(G), and the regulations thereunder.

Life expectancy is computed by use of the expected return multiples in Tables
V and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancy for
distributions under an Annuity Option may not be recalculated.

<PAGE>
7. If required distributions are to be made in a form other than one of
the Annuity Options contained in the Contract, then the entire value of the
Contract will commence to be distributed no later than the first day of
April following the calendar year in which the Annuitant attains age 70 1/2
(required beginning date), over

(a) the life of the Contract Owner, or the lives of the Contract Owner and
his or her Beneficiary, or

(b) a period not extending beyond the life expectancy of the Contract
Owner, or the joint and last survivor expectancy of the Contract Owner
and his or her Beneficiary.

The amount to be distributed each year, beginning with the first calendar year
for which distributions are required and then for each succeeding calendar
year, shall not be less than the quotient obtained by dividing the Contract
Owner's benefit by the lesser of (1) the applicable life expectancy or (2) if
the Contract Owner's spouse is not the Beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 or Q&A-5, as applicable, of
Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Life expectancy is computed by use of the expected return multiples in Tables
V and VI of Section 1.72-9 of the Income Tax Regulations. Unless otherwise
elected by the Contract Owner by the time distributions are required to begin,
life expectancies shall be recalculated annually. Such election shall be
irrevocable by the Contract Owner and shall apply to all subsequent years.
The life expectancy of a non-spouse Beneficiary may not be recalculated.

8. Upon the death of the Contract Owner:

(a) if the Contract Owner dies after distribution of benefits has
commenced, the remaining portion of such interest will continue to be
distributed at least as rapidly as under the method of distri-bution
being used prior to the Contract Owner's death;

(b) if the Contract Owner dies before distribution of benefits commences,
the entire amount payable to the Beneficiary will be distri-buted no
later than December 31 of the calendar year which contains the fifth
anniversary of the date of the Contract Owner's death except to the
extent that an election is made to receive distributions in accordance
with (i) or (ii) below:

(i) a rollover to or from such Contract, or fails to elect any of the
above if any portion of the policy proceeds is payable to a
Beneficiary, distributions may be made in installments over the
life or over a period not extending beyond the life expectancy of
the Beneficiary commencing no later than December 31 of the
calendar year immediately following the calendar year in which
the Contract Owner died;

(ii) if the Beneficiary is the Contract Owner's surviving spouse, and
benefits are to be distributed in accordance with (1) above,
distributions must begin on or before the later of (a) December 31
of the calendar year immediately following the calendar year in
which the Contract Owner died or (b) December 31 of the calendar
year in which the Contract Owner would have attained age 70 1/2.

<PAGE>
(iii) if the Beneficiary is the Contract Owner's surviving spouse, the
spouse may treat the Contract as his or her own IRA. This
election will be deemed to have been made if such surviving
spouse makes a regular IRA contribution to the Contract, makes a
rollover to or from such contract, or fails to elect any of the
above provisions.

Life expectancy is computed by use of the expected return multiples in Tables
V and VI of Section 1.72-9 of the Income Tax Regulations. For purposes of
distributions beginning after the Contract Owner's death, unless otherwise
elected by the surviving spouse by the time distributions are required to
begin, life expectancies shall be recalculated annually. Such election shall
be irrevocable by the surviving spouse and shall apply to all subsequent
years. In the case of any other Beneficiary, life expectancies shall be
calculated using the attained age of such Beneficiary during the calendar year
in which distributions are required to begin pursuant to this section, and
payments for any subsequent calendar year shall be calculated based on such
life expectancy reduced by one for each calendar year which has elapsed since
the calendar year life expectancy was first calculated. Life expectancy for
distributions under an Annuity Option in the Contract may not be recalculated.

Distributions under this section are considered to have begun if
distributions are made on account of the Contract Owner reaching his or her
required beginning date or if prior to the required beginning date
distributions irrevocably commence over a period permitted and in an annuity
form acceptable under Section 1.401(a)(9) of the Income Tax Regulations.

9. The Company may at its option either accept additional future payments
or terminate the Contract by a lump sum payment of the then present value
of the paid up benefit if no Purchase Payments have been received for two
full consecutive Contract Years and the paid up annuity benefit at maturity
would be less than $20 per month.

Signed for Connecticut Mutual Life Insurance Company by:

<S> <C> <C>
SECRETARY PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>

APPLICATION FORM

<PAGE>

--------------------------------
! Contract #_____________________!
! (For H.O. Use Only) !
!--------------------------------!

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
140 GARDEN STREET
HARTFORD, CT 06154

VARIABLE ANNUITY CONTRACT APPLICATION

1. CONTRACT OWNER INFORMATION NOTE: CONTRACT OWNER MUST BE SAME AS
ANNUITANT IF IRA, SEP/IRA.

<S> <C>
Name (First, MI, Last) Tax I.D./Social Security #

- ------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)

- ------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip) Sex: / / Male / / Female Telepone Number
( )
- ------------------------------------------------------------------------------------------------------------------
2. JOINT CONTRACT OWNER INFORMATION NOTE: JOINT OWNERSHIP ONLY ALLOWED BETWEEN SPOUSES.
UNLESS OTHERWISE SPECIFIED, BOTH SIGNATURES WILL BE
REQUIRED FOR ALL CONTRACT OWNER TRANSACTIONS.
- ------------------------------------------------------------------------------------------------------------------
Name (First, MI, Last) Social Security #

- ------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)

- ------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip) Sex: / / Male / / Female Telepone Number
( )
- ------------------------------------------------------------------------------------------------------------------
3. ANNUITANT INFORMATION NOTE: ADD ANNUITANT INFORMATION ONLY IF DIFFERENT FROM CONTRACT OWNER.
FOR ADDITIONAL INSTRUCTIONS USE ITEM 11.
- ------------------------------------------------------------------------------------------------------------------
Name (First, MI, Last) Tax I.D./Social Security #

- ------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)

- ------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip) Sex: / / Male / / Female Telepone Number
( )
- ------------------------------------------------------------------------------------------------------------------
4. BENEFICIARY INFORMATION NOTE: IN THE EVENT OF THE DEATH OF A JOINT CONTRACT OWNER, THE
SURVIVING SPOUSE SHALL BECOME THE PRIMARY BENEFICIARY.
FOR ADDITIONAL INSTRUCTIONS USE ITEM 11.
- ------------------------------------------------------------------------------------------------------------------
PRIMARY BENEFICIARY: Name (First, MI, Last) Relationship to Contract Owner Tax I.D./Social Security #

- ------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr) Telepone Number
( )
- ------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip)

- ------------------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY: Name (First, MI, Last) Relationship to Contract Owner Tax I.D./Social Security #

- ------------------------------------------------------------------------------------------------------------------
5. PLAN INFORMATION
NON-QUALIFIED PLAN: / / Individual Plan
- ------------------------------------------------------------------------------------------------------------------
QUALIFIED PLAN: / / Regular IRA - Tax year(s) _____,_____
/ / IRA Rollover/Transfer
/ / SEP-IRA
- ------------------------------------------------------------------------------------------------------------------
NOTE: UNDER CERTAIN CIRCUMSTANCES AS DESCRIBED IN THE ACCOMPANYING
PROSPECTUS, NET PURCHASE PAYMENTS MAY BE ALLOCATED TO THE
6. INITIAL PURCHASE PAYMENT $_____________ MONEY MARKET SUB-ACCOUNT UNTIL THE EXPIRATION OF THE RIGHT TO
EXAMINE CONTRACT PERIOD. THEREAFTER, NET PURCHASE PAYMENTS
WILL BE ALLOCATED AS DIRECTED BY THE CONTRACT OWNER.
- ------------------------------------------------------------------------------------------------------------------

<PAGE>

- ------------------------------------------------------------------------------------------------------------------
7. HEALTH INFORMATION
- ------------------------------------------------------------------------------------------------------------------
Do you have any reason to believe that the Death Benefit will become payable to the Beneficiary in the first
Contract Year? Yes / / No / /
- ------------------------------------------------------------------------------------------------------------------
8. ANNUITY ACTIVITY
- ------------------------------------------------------------------------------------------------------------------
Have you purchased another Connecticut Mutual Life or C.M. Life Annuity in the past 12 months?
Will the annuity applied for replace or change any existing individual or gorup life insurance or annuity?
Yes / / No / /
- ------------------------------------------------------------------------------------------------------------------
NOTE: THE ANNUITY DATE MUST BE THE FIRST DAY OF A CALENDAR MONTH.
9. ANNUITY DATE ________________ THE ANNUITY DATE CANNOT BE LATER THAN THE EARLIER OF THE ANNUITANT'S
(Mo/Day/Yr) 90TH BIRTHDAY OR THE MAXIMUM DATE PERMITTED UNDER STATE LAW.
IF NO ELECTION IS MADE, THE ANNUITY DATE WILL BE THE EARLIER OF THE
ANNUITANT'S 90TH BIRTHDAY OR THE MAXIMUM DATE PERMITTED UNDER STATE LAW.
- ------------------------------------------------------------------------------------------------------------------
10. ANNUITY OPTIONS NOTE: IF NO ELECTION IS MADE 30 DAYS BEFORE THE ANNUITY DATE, PAYMENTS WILL BE MADE UNDER
OPTION B WITH A 10 YEARS PERIOD CERTAIN.
- ------------------------------------------------------------------------------------------------------------------
/ / Option A - Life Income
/ / Option b - Life Income with Period Certain: / / 5 Yr. / / 10 Yr. / / 20 Yr.
/ / Option C - Joint and Last Survivor
/ / Option D - Joint and 2/3 Survivor
/ / Option E - Period Certain: # of Years ______
- ------------------------------------------------------------------------------------------------------------------
11. MISCELLANEOUS INSTRUCTIONS/COMMENTS
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
12. CONTRACT OWNER AND ANNUITANT SIGNATURES
- ------------------------------------------------------------------------------------------------------------------
I hereby represent that the above information is correct and true to the best of my knowledge and belief and agree
that this application shall be a part of the Contract issued by the Company. Any person who, with the intent to
defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim
containing a false or deceptive statement is.guilty of insurance fraud. ALL PAYMENTS AND VALUES PROVIDED BY THE
CONTRACT BEING APPLIED FOR WHEN BASED ON INVESTMENT EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT. I acknowledge receipt of a current prospectus for the Contract.

Signed at: ________________________________________ ___________ On: _____/_____/_____
City State (Mo/Day/Yr)

Contract Owner Signature_________________________________________________________________________

Joint Contract Owner Signature___________________________________________________________________

Annuitant Signature (If other than a Contract Owner)_____________________________________________
- ------------------------------------------------------------------------------------------------------------------
13. NASD REGISTERED REPRESENTATIVE/AGENT/BROKER INFORMATION
- ------------------------------------------------------------------------------------------------------------------
Will the annuity applied for replace or change any existing individual or group life insurance or annuity? If yes,
I have complied with all state replacement requirements. / / Yes / / No

Is this replacement meant to be a tax-free exchange under Section 1035? / / Yes / / No

I certify that I am NASD registered and state licensed for variable annuity contracts where this application is written
and delivered.

Signature of NASD Registered Representative/Agent/Broker _____________________________ Phone Number ( ) _____________
Print Name and License #/ Code ____________________________________________________________________________________
Name and Address of Firm __________________________________________________________________________________________
City____________________________________ State ___________________________ Zip ___________________________

- ------------------------------------------------------------------------------------------------------------------
MAKE CHECK(S) PAYABLE TO CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
AND MAIL THIS SIGNED APPLICATION AND THE CHECK TO: [Connecticut Mutual Life Insurance Company
Annuity Service Center
P. O. Box XXXXX
Kansas City, MO 64141-6083]
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

CHARTER

<PAGE>

Substitute House Bill No. 5252
SPECIAL ACT NO. 80-4

AN ACT CONCERNING INCORPORATION OF THE C. M. LIFE INSURANCE COMPANY.

Be it enacted by the Senate and House of Representatives in General Assembly
convened:

Section 1. C. M. Life Insurance Company is created a body politic and
corporate and under that name shall have all the powers granted by the general
statutes, as now enacted or hereafter amended, to corporations formed under the
Stock Corporation Act. Connecticut Mutual Life Insurance Company of Hartford
shall be the sole incorporator.

Sec. 2. The corporation shall have the power to write life insurance,
endowments, annuities, accident, disability and health insurance and any and
all other forms of insurance which any other corporation now or hereafter
chartered by Connecticut and empowered to do a life insurance business may now
or hereafter lawfully do; to write policies and contracts on an individual or
group basis, providing for benefits on either a fixed or variable basis; to
accept and to cede reinsurance; to issue policies and contracts for any kind or
combination of kinds of insurance herein authorized; to issue policies or
contracts either with or without participation in profits, earnings or surplus;
to acquire and hold any or all of the shares or other securities of any
insurance corporation or any other kind of corporation; to invest in and to
establish or manage, one or more investment companies; and to engage in any
lawful act or activity for which corporations may be formed under the Stock
Corporation Act. The corporation may exercise such powers outside of
Connecticut to the extent permitted by the laws of the particular jurisdiction.

Sec. 3. The capital with which the corporation shall commence business shall
be an amount not less than one thousand dollars. The authorized capital shall
be ten million dollars divided into fifty thousand shares of common capital
stock with a par value of two hundred dollars each.

Section 4. The incorporator named in section 1 of this act shall form the
corporation in the manner provided for specially chartered corporations in the
Stock Corporation Act.

<PAGE>

Substitute House Bill No. 5252

Sec. 5. The corporation shall obtain a license from the insurance
commissioner prior to the commencement of business and shall be subject to all
the general statutes applicable to insurance companies.

Sec. 6. Notwithstanding the provisions of section 33-391 of the general
statutes, the corporate charter granted by this act shall be void unless said
corporation is organized and licensed on or before January 1, 1982.

Certified as correct by

________________________________________________________________________
Legislative Commissioner.

________________________________________________________________________
Clerk of the Senate.

________________________________________________________________________
Clerk of the House.

Approved ____________________________April 25_____________________, 1980

<PAGE>
Senate Bill No. 696

SPECIAL ACT NO. 81-2

AN ACT EXTENDING THE TIME FOR ORGANIZATION OF THE C.M. LIFE INSURANCE COMPANY.

Be it enacted by the Senate and House of Representatives in General Assembly
convened:

Section 6 of special act 80-4 is amended to read as follows:

Certified as correct by

________________________________________________________________________
Legislative Commissioner.

________________________________________________________________________
Clerk of the Senate.

________________________________________________________________________
Clerk of the House.

Approved ____________________________April 22_____________________, 1981

________________________________________________________________________
Governor.

BYLAWS

<PAGE>

BYLAWS

C.M. LIFE INSURANCE COMPANY

Article I

Shareholders' Meetings

SECTION I. Annual meeting. The annual meeting of the shareholders for the
election of Directors and the transaction of such other business as may
properly come before it shall be held at the principal office of the
Corporation in the City of Hartford, State of Connecticut, or at such place
within or without the State of Connecticut as shall be set forth in the
notice of meeting. The meeting shall be held on a day during the first
quarter of each calendar year as shall be specified by a vote of the Board
of Directors and at such hour as shall be specified in the notice thereof.
The Secretary shall give personally or by mail, not less than ten nor more
than 50 days before the date of the meeting to each shareholder entitled to
vote at such meeting, written notice stating the place, date, and hour of
the meeting. If mailed, the notice shall be addressed to the shareholder
at the address as it appears on the record of shareholders of the
Corporation unless there shall have been filed with the Secretary a written
request that notices be mailed to a different address, in which case it
shall be mailed to the address designated in the request. Any notice of
meetings may be waived by a shareholder by submitting a signed waiver
either before or after the meeting, or by attendance at the meeting.

SECTION 2. Special meeting. Special meetings of shareholders may be
called for any purpose at any time by a majority of the Directors, the
President, or the Secretary and must be called by the President or
Secretary upon written request of the holders of the outstanding shares
entitled to vote at such special meeting. Written notice of such meetings
stating the place within or without the State of Connecticut, the date and
hour of the meeting, the purpose or purposes for which it is called, and
the name of the person by whom or at whose direction the meeting is called
shall be given not less than one nor more than 50 days before the date set
for the meeting. The notice shall be given to each shareholder of record
in the same manner as notice of the annual meeting. No business other than
that
<PAGE>
specified in the notice of meeting shall be transacted at any such
special meeting. Notice of special meeting may be waived by submitting a
signed waiver or by attendance at the meeting.

SECTION 3. Quorum. The presence, in person or by proxy, of the holders of
30% of the outstanding shares entitled to vote thereat shall be necessary
to constitute a quorum for the transaction of business at all meetings of
shareholders. If, however, such quorum shall not be present or represented
at any meeting of the shareholders, the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting to a future date at which a quorum shall be present or
represented. At such adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally called.

SECTION 4. Record date. The Directors may fix in advance a date not less
than ten nor more than 70 days, prior to the date of any meeting of the
shareholders or prior to the last day on which the consent or dissent of or
action by the shareholders may be effectively expressed for any purpose
without a meeting, as the record date for the determination of
shareholders.

SECTION 5. Voting. A shareholder entitled to vote at a meeting may vote
at such meeting in person or by proxy. Except as otherwise provided by
law, all shareholders, shall be entitled to one vote for each share
standing in their name on the record of shareholders. Except as herein
provided, all corporate action shall be determined by vote of a majority of
the votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.

SECTION 6. Proxies. Every proxy must be dated and signed by the
shareholder or by an attorney-in-fact. No proxy shall be valid after the
expiration of 11 months from the date of its execution, unless otherwise
provided therein. Every proxy shall be revocable at the pleasure of the
shareholder executing it.

SECTION 7. Consents. Whenever by a provision of statute or of the Charter
or by these bylaws the vote of shareholders is required or permitted to be
taken at a meeting thereof in connection with any corporate

<PAGE>
action, the meeting and the vote of shareholders may be dispensed with if all
the shareholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action's being
taken.

Article II

Directors

SECTION 1. Number and qualifications. The entire Board of Directors shall
consist of not less than three nor more than nine persons all of whom shall
be of full age. The number of Directors may be changed by an amendment to
the Bylaws, adopted by the shareholders.

SECTION 2. Manner of election. Except for the initial Directors who shall
be elected by the Incorporator, the Directors shall be elected at the
annual meeting of shareholders by a plurality vote except as otherwise
prescribed by statute.

SECTION 4. Duties and powers. The Board of Directors shall have control
and management of the affairs and business of the Corporation. The
Directors shall in all cases act as a board, regularly convened, and, in
the transaction of business the act of a majority present at a meeting
except as otherwise provided by law or the Charter shall be the act of the
board, provided a quorum is present. The Directors may adopt such rules
and regulations for the conduct of their meetings and the management of the
Corporation as they may deem proper, not inconsistent with law or these
Bylaws.

SECTION 5. Policies and contracts. The Board of Directors may provide the
terms and conditions upon which policies and other contracts shall be
issued by the corporation including fixing the amount of any rates of
interest payable on funds held by the Corporation, but it may delegate such
authority to whatever officers it designates. The Board of Directors shall
fix the amount of any dividends on any policies or other contracts issued
by the Corporation.

SECTION 6. Meetings. The Board of Directors shall meet for the election
or appointment of officers and for the transaction of any other business as
soon as practicable after the adjournment of the annual meeting of the
shareholders, and other regular

<PAGE>
meetings of the board shall be held at such times as the board may from time
to time determine.

Special meetings of the Board of Directors may be called by the President
for any purpose at any time; and he must, upon the written request of any
two Directors, call a special meeting to be held not more than seven days
after the receipt of such request.

SECTION 7. Notice of meetings. No notice need be given of any regular
meeting of the board. Notice of special meetings shall be served upon each
Director in person or by mail addressed to him at his last known post
office address, at least four hours prior to the date of such meeting,
specifying the time and place of the meeting and the business to be
transacted thereat. At any meeting at which all of the Directors shall be
present, although held without notice, any business may be transacted which
might have been transacted if the meeting had been duly called.

SECTION 8. Place of meeting. The Board of Directors shall hold its
meeting at the principal office of the corporation or at such place within
or without the State of Connecticut, as may be designated in the notice of
any such meeting.

SECTION 9. Quorum. At any meeting of the Board of Directors, the presence
of a majority of the board shall be necessary to constitute a quorum for
the transaction of business. However, should a quorum not be present, a
lesser number may adjourn the meeting to some further time, not more than
seven days later.

SECTION 10. Voting. At all meetings of the Board of Directors, each
Director shall have one vote.

SECTION 11. Compensation. Each Director shall be entitled to receive for
attendance at each meeting of the board or of any duly constituted
committee thereof which he attends such fee as is fixed by the board.

SECTION 12. Vacancies. Any vacancy occurring in the board of directors by
death, resignation, or otherwise shall be filled by a majority vote of the
remaining Directors even if less than a quorum, at a regular meeting or at
a special meeting which shall be called for that purpose within 60 days
after the occurrence of the vacancy. The Director thus chosen

<PAGE>
shall hold office for the unexpired term of his predecessor and the election
and qualification of his successor.

SECTION 13. Removal of directors. Any Director may be removed either with
or without cause, at any time, by a vote of the shareholders holding a
majority of the shares then issued and outstanding and who were entitled to
vote for the election of the Director sought to be removed, at any special
meeting of shareholders called for that purpose, or at the annual meeting
of shareholders.

SECTION 14. Resignation. Any Director may resign his office at any time,
such resignation to be made in writing and to take effect immediately
without acceptance.

SECTION 15. Conflicts of interest. No contract or other transaction
between the corporation and any other corporation and no other act of the
corporation with relation to any other corporation shall, in the absence of
fraud, in any way be invalidated or otherwise affected by the fact that any
one or more of the Directors of the corporation are pecuniarily or
otherwise interested in, or are directors or officers, of such other
corporation. Any Director of the corporation may vote upon any contract or
other transaction between the corporation and any subsidiary or affiliated
corporation without regard to the fact that he is also a director or
officer of such subsidiary or affiliated corporation. Any Director of the
corporation individually, or any firm or association of which any Director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation, provided
that the fact that he individually or as a member of such firm or
association is such a party or so interested shall be disclosed or shall
have been known to the Board of Directors or a majority of such members
thereof as shall be present at any meeting of the Board of Directors at
which action upon any such members thereof as shall be present at any
meeting of the Board of Directors at which action upon any such contract or
transaction shall be taken; and in any case described in this paragraph,
any such Director may be counted in determining the existence of a quorum
at any meeting of the Board of Directors which shall authorize any such
contract or transaction and may vote thereat to authorize any such contract
or transaction.

<PAGE>
SECTION 16. Consents. Whenever by a provision of statute or of the
Charter or by these bylaws the vote of Directors is required or permitted
to be taken at a meeting thereof in connection with any corporate action,
the meeting and the vote of Directors may be dispensed with, if all the
Directors who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action's being
taken.

Article III

Officers

SECTION 1. Officers and qualifications. The officers of the corporation
shall be a President, Vice President, Secretary, a Treasurer, and such
other officers as the Board of Directors or the President may determine.
Any two offices, except the offices of President and Secretary, may be held
by the same person. Any vacancy occurring in any office of the corporation
may be filled by the Board of Directors, if such officer was appointed by
the Directors. Any vacancy occurring in any other office may be filled by
the President.

SECTION 2. Term of office. All officers shall hold office until their
successors have been duly elected and have qualified, or until removed as
hereinafter provided.

SECTION 3. Removal of officers. Any officer appointed by the Directors
may be moved either with or without cause by the vote of a majority of the
Board of Directors. Any officer appointed by the President may be removed
either with or without cause by the President.

SECTION 4. Duties of officers. The duties and powers of the officers of
the corporation designated below shall be as follows and as shall hereafter
be set by resolution of the Board of Directors:

President

The President shall:

A. preside at all meetings of the Board of Directors. He shall also
preside at all meetings of the shareholders;

B. present at each annual meeting of the

<PAGE>
shareholders and Directors a report of the condition of the business of the
corporation;

C. cause to be called regular and special meetings of the shareholders and
Directors;

D. appoint, discharge, and fix the compensation of all employees and
agents of the corporation other than officers duly elected by the Board of
Directors;

E. sign and execute all contracts including insurance policies and annuity
contracts in the name of the corporation, and all notes, drafts, or other
orders for the payment of money, and may designate such persons to do so on
behalf of the corporation as he may determine subject to whatever
limitations the Board of Directors may choose to impose;

F. sign all certificates representing shares;

G. cause all books, reports, statements, and certificates to be properly
kept and filed as required by law; and

H. enforce these bylaws and perform all the duties incident in his office
and which are required by law, and, generally, he shall supervise and
control the business and affairs of the corporation.

Vice President

During the absence, incapacity or at the request of the President, the Vice
President in order of seniority of election shall perform the duties of the
President, and when so acting, he shall have all the powers and be subject
to all the responsibilities of the office of the President and shall
perform such other duties and functions as the Board of Directors or the
President prescribe.

Secretary

The Secretary shall:

A. keep the minutes of the meetings of the Board of Directors and of the
shareholders in appropriate books;
B. cause to be called regular and special meetings of the shareholders;

C. attend to the giving of notice of special

<PAGE>
meetings of the Board of Directors and of all the meetings of the
shareholders of the corporation;

D. be custodian of the records and seal of the corporation and shall affix
the seal to corporate papers when required;

E. keep at the principal office of the corporation a book or record
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the
number and class of shares held by them respectively, and the dates when
they respectively became the owners of record thereof. He shall keep such
book or record and minutes of the proceedings of its shareholders open
daily during the usual business hours, for inspection, within the limits
prescribed by law, by any person duly authorized to inspect such records.
At the request of the person entitled to an inspection thereof, he shall
prepare and make available a current list of the officers and Directors of
the corporation and their resident addresses;

F. sign all certificates representing shares and affix the corporate seal
thereof;

G. sign all insurance policies and contracts;

H. attend to all correspondence and present to the Board of Directors at
its meetings all official communications received by him; and

I. perform all the duties incident to the office of Secretary of the
corporation.

Treasurer

The Treasurer shall:

A. have charge and custody of and be responsible for all funds and
securities of the corporation;

B. keep full and accurate accounts of assets, liabilities, receipts and
disbursements and other transactions of the corporation in books belonging
to the corporation, and shall cause regular audits of such books to be
made;

C. deposit all moneys and other valuable effects in the name of and to the
credit of the corporation in such banks or other depositories;

<PAGE>
D. disburse funds and take necessary and proper vouchers;

E. render to the President and to the Directors at the meetings of the
Board of Directors or whenever they may require it, a statement of all his
transactions and an account of the financial condition of the corporation;

F. be responsible for compliance with all Federal and State requirements
having to do with matters of a fiscal or financial nature; and

G. perform all duties incident to the office of Treasurer of the
corporation.

SECTION 5. Other Officers. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors or
the President.

SECTION 6. Vacancies. All vacancies in the office of President, Vice
President, Secretary or Treasurer may be filled by the Board of Directors,
either at regular meetings or at a meeting specially called for that
purpose. Vacancies in other offices may be filled by the Board of
Directors, either at regular meetings or at a meeting specially called for
that purpose, or by the President.

SECTION 7. Compensation of officers. The officers elected by the Board of
Directors shall receive such salary or compensation as may be fixed by the
Board of Directors. Other officers shall receive such salary or
compensation as may be fixed by the President.

Article IV

Seal

SECTION 1. Seal. The seal of the corporation shall be as follows:

<PAGE>
Article V

SECTION 1. Certificates. The shares of the corporation shall be
represented by certificates prepared by the Board of Directors and signed
by the President, and the Secretary, and sealed with the seal of the
corporation or a facsimile. The certificates shall be numbered
consecutively and in the order in which they are issued; they shall be
bound in a book and shall be issued in consecutive order therefrom, and in
the margin thereof shall be entered the name of the person to whom the
shares represented by each such certificate are issued, the number and
class or series of such shares, and the date of issue. Each certificate
shall state the registered holder's name, the number of shares represented
thereby, the date of issue, and that they are with par value.

SECTION 2. Subscriptions. Subscriptions to the share shall be paid at
such times and in such installments as the Board of Directors may
determine.

SECTION 3. Transfer of shares. The share of the corporation shall be
assignable and transferable only on the books and records of the
corporation by the registered owner, or a duly authorized attorney, upon
surrender of the certificate duly and properly endorsed with proper
evidence of authority to transfer. The corporation shall issue a new
certificate for the shares surrendered to the person or persons entitled
thereto.

SECTION 4. Return certificates. All certificates for shares changed or
returned to the corporation for transfer shall be marked by the Secretary
"canceled," with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of
their issue. The returned certificate may be inserted in the certificate
book.

Article VI

Dividends

SECTION 1. Declaration of common stock dividends. The Board of Directors
at any regular or special

<PAGE>
meeting may declare dividends payable out of the surplus of the corporation,
whenever in the exercise of its discretion it may deem such declaration
advisable. Such dividends on common stock may be paid in cash, property, or
shares of the corporation.

SECTION 2. Declaration of participating policy dividends. Annually the
Board of Directors at any regular or special meeting may declare payable a
dividend representing a share in the divisible surplus to each person or
corporation owning a participating policy entitled thereto, which dividend
may exceed the total premium paid for a year on a particular policy or
contract, provided, however, in no event shall the directors be required to
pay or credit a dividend until there has been payment of the full premium
for the second year.

Article VII

Bills, Notes, Etc.

SECTION 1. Execution. All bills payable, notes, checks, drafts, warrants,
or other negotiable instruments of the corporation shall be made in the
name of the corporation or a nominee and shall be signed by such officer or
officers as the Board of Directors shall from time to time by resolution
direct.

Except as herein expressly prescribed and provided, no officer or agent of
the corporation, either singly or jointly with others, shall have the power
to make any bill payable, note, check, draft, or warrant, or other
negotiable instrument, or endorse the same in the name of the corporation
or any nominee thereof.

SECTION 2. Premium payments. The corporation may, when authorized by the
resolution of the board, accept promissory notes or other obligations for
the payment of premiums.

Article VIII

Principal and Other Offices

The principal office of the corporation shall be located in the City of
Hartford, County of Hartford, State of Connecticut. The Board of Directors
may change the location of the principal office of the corporation and may,
from time to time, designate other offices within or without the State as
the business of the corporation may require.

<PAGE>
Article IX

Amendments

Manner of amending. These bylaws may be altered, amended, repealed, or
added to by the affirmative vote of a majority of the shareholders entitled
to vote in the election of any Director at an annual meeting or at a
special meeting called for that purpose, provided that a written notice
shall have been sent to each shareholder of record entitled to vote at such
meeting at his last known post office address at least one day before the
date of such annual or special meeting, which notice shall state the
alterations, amendments, additions, or changes which are proposed to be
made in such bylaws. Only such changes shall be made as have been
specified in the notice. The bylaws may also be altered, amended,
repealed, or new bylaws adopted by a majority of the entire Board of
Directors at a regular or special meeting of the Board. However, any
bylaws adopted by the Board may be altered, amended, or repealed by the
shareholders.

Article X

Waiver of Notice

Authority to waive notice. Whenever under the provisions of these bylaws
or of any statute any shareholder or Director is entitled to notice of any
regular or special meeting or of any action to be taken by the corporation,
such meeting may be held or such action may be taken without the giving of
such notice, provided every shareholder or Director entitled to such notice
in writing waives the requirements of these bylaws in respect thereto.

<PAGE>
C.M. LIFE INSURANCE COMPANY

DIRECTORS' CONSENT TO ACTION

The undersigned, being all the Directors of C.M. Life Insurance Company, do
by signing their names below, consent to the action hereinafter set forth,
taken or to be taken by the Company, and do hereby direct the Secretary to
file this Consent with the Minutes of the Board of Directors:

RESOLVED: that Article II, SECTION 15 of the Corporation's Bylaws is
amended by deleting the last sentence thereof and by substituting two
additional sentences, so that the revised SECTION shall read as follows:

"SECTION 15. Conflicts of interest. No contract or other transaction
between the Corporation and any other corporation and no other act of the
Corporation with relation to any other corporation shall, in the absence of
fraud, in any way be invalidated or otherwise affected by the fact that any
one or more of the Directors of the Corporation are pecuniarily or
otherwise interested in, or are directors or officers, of such other
corporation. Any Director of the Corporation may vote upon any contract or
other transaction between the Corporation and any subsidiary or affiliated
corporation without regard to the fact that he is also a director or
officer of such subsidiary or affiliated corporation. No officer or
Director of the Corporation shall (1) receive any money or valuable
consideration for negotiating, procuring, recommending or aiding in, any
purchase by or sale to the corporation of any property, or any loan from
the Corporation; (2) be pecuniarily interested as principal, co-principal,
agent, attorney or beneficiary, in any such purchase, sale or loan; (3)
directly or indirectly purchase, or be interested in the purchase of, any
of the assets of the Corporation. Such restrictions shall not apply to any
transaction with a corporation in which such officers and Directors do not
in the aggregate own more than five (5%) percent of its stock, provided
that any interest in such transaction on the part of such officers and
Directors is disclosed or known to the Board of Directors or committee
authorizing, approving or ratifying the transaction, and noted in the
minutes thereof, and the Board or committee authorizes, approves or
ratifies the transaction in good faith by a vote sufficient for the purpose
without counting the vote or votes of any interested officers or
Directors."

Dated at Hartford, Connecticut, this 14th day of April, 1982.

/s/ Denis F. Mullane
____________________________________
Denis F. Mullane, Director

/s/ Robert R. Googins
_____________________________________
Robert R. Googins, Director

/s/ William K. Krisher
______________________________________
William K. Krisher, Director

FORM OF FUND PARTICIPATION AGREEMENT
<PAGE>

PARTICIPATION AGREEMENT

AMONG

OFFITBANK VARIABLE INSURANCE FUNDS, INC.,

OFFIT FUNDS DISTRIBUTOR, INC.

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

CONNECTICUT MUTUAL FINANCIAL SERVICES, L.L.C.

THIS AGREEMENT, made and entered into as of the day of June, 1995 by and
among C. M. LIFE INSURANCE COMPANY, (hereinafter the "Company"), a Connecticut
corporation, on its own behalf and on behalf of CML/OFFITBANK Variable Annuity
Separate Account, a validly existing segregated asset Separate Account of the
Company together with any other segregated asset separate account established
by the Company and which may become a party to this Agreement from time to time
(hereinafter referred to as the "Separate Account"), CONNECTICUT MUTUAL
FINANCIAL SERVICES, L.L.C., (hereinafter referred to as "CMFS") a limited
liability company organized under the laws of the state of Connecticut, and
OFFITBANK VARIABLE INSURANCE FUNDS, INC., a corporation organized under the
laws of the State of Maryland (hereinafter the "Fund") and OFFIT FUNDS
DISTRIBUTOR, INC., (hereinafter the "Underwriter"), a corporation organized
under the laws of the State of Delaware.

WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for Separate Accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by the Company,
as well as other affiliated life insurance companies, (collectively the
"Participating Insurance Companies"); and

WHEREAS, the common stock in the Fund is divided into several series of shares,
each designated and referred throughout as a Fund ("Portfolio") and
representing an interest in a particular managed portfolio of securities and
other assets; and

WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, OFFITBANK, a Trust Company organized under the banking laws of the
State of New York, (hereinafter the "Adviser); and

WHEREAS, the Company has registered or may register as securities under the
Securities Act of 1933 (the 1933 Act"), as amended, certain variable annuity
<PAGE>
insurance contracts under the 1933 Act as more fully described in Schedule A
attached hereto (hereinafter the "Contracts"); and

WHEREAS, the Separate Account is a duly organized under the laws of the State
of Connecticut and established by resolution of the Board of Directors of the
Company to set aside and invest assets attributable to the aforesaid Contracts;
and

WHEREAS, CMFS is also registered as a broker-dealer under applicable state and
federal laws, and it will enter into a principal underwriting agreement with
the Company to distribute the Contracts; and

WHEREAS, the parties to this Agreement acknowledge that Contracts using
segregated asset separate accounts may be developed in the future, and such
segregated asset accounts may also purchase shares of the Fund; and

WHEREAS, the Company has registered the Separate Account as a unit investment
trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the Securities
and Exchange Commission (hereinafter "SEC") under the Securities Exchange Act
of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios on behalf of the
Separate Account to fund the Contracts and the Underwriter is authorized to
sell such shares to unit investment trusts such as each Separate Account at net
asset value; and

WHEREAS, the Contracts may also make available interests in other management
investment company shares under the Contracts (the "CML Funds"), in addition to
the Funds.

NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and the Underwriter agree as follows:

ARTICLE I. SALE OF FUND SHARES

1.1. The Underwriter agrees to sell to the Company those shares of the
Portfolios which the Separate Account orders, executing such orders on a daily
basis at the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the particular Portfolios. For
purposes of this Section 1.1, the Company shall be the designee of the Fund for
receipt of such orders from the Separate Account and receipt by such designee
shall constitute receipt by the Fund; provided that the Fund receives notice of
such order by [4:15 p.m. Eastern Standard Time on each Business Day] "Business
Day" shall mean any day on which the New York Stock Exchange is open for
trading and on which the Fund calculates its net asset value pursuant to the
rules of the Securities and Exchange Commission.

<PAGE>
1.2. The Fund agrees to make shares of the Portfolios available indefinitely
for purchase at the applicable net asset value per share by the Company and its
Separate Account on those days on which the Fund calculates its net asset value
pursuant to rules of the SEC and the Fund shall calculate such net asset value
on each day which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter
the "Board") may refuse to sell shares of any Portfolio to any person, or
suspend or terminate the offering of shares of any Portfolio if such action is
required by law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the Board, acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws necessary in the
best interests of the shareholders of such Portfolio.

1.3. The Portfolios available under this Agreement are listed on Schedule B to
this Agreement, as such Schedule may be amended. The Company agrees that if a
decision is made to add a Portfolio, it will take the appropriate action
required under state and federal insurance and securities laws in connection
with making the Portfolios available. This activity may include, but is not
limited to:

(i) amending an existing registration statement filed with the SEC for a
Contract; or

(ii) obtaining the approval of applicable state insurance regulatory
authorities; or

(iii) notifying and/or obtaining Contract Owner approval.

1.4. The Company, the Fund, and the Underwriter agree that shares of the Fund
will not be sold to any other segregated asset separate account for the purpose
of providing an investment vehicle for variable annuity contracts. The parties
understand, however, that the Fund may sell shares to other variable life
insurance separate accounts, including separate accounts listed on Schedule C.

1.5. The Fund agrees to redeem for cash, at the Company's request, any full or
fractional shares of the Fund held by the Company, executing such requests on a
daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. The Fund shall pay and transmit
the redemption proceeds the next business day after redemption. Payment shall
be in federal funds transmitted by wire and/or a credit for shares purchased
the same day. For purposes of this Section 1.5 the Company shall be the
designee of the Fund for receipt of requests for redemption from the Separate
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such request [from the Company by
4:15 p.m.] for redemption on each Business Day.

1.6. The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund available to the Separate
Account and in accordance with the provisions of such prospectus. Amounts
received under the Contracts may also be invested in other investment companies
available to the Separate Account.

<PAGE>
1.7. The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire
and/or a credit for shares redeemed the same day. Upon receipt by the Fund of
the federal funds so wired, such funds shall cease to be the responsibility of
the Company and shall become the responsibility of the Fund.

1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or the Separate Account.
Shares ordered from the Fund will be recorded in an appropriate title for the
Separate Account or the appropriate Sub-Account of the Separate Account.

1.9. The Fund shall furnish same day notice (by wire or telephone, followed by
written confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Fund's shares. The Company, either on behalf of
itself or on behalf of the Separate Accounts hereby elects to receive all such
income, dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of the particular Portfolio receiving
such income dividend or distribution. The Company reserves the right to revoke
this election and to receive all such income dividends and capital gain
distributions in cash. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions.

1.10. The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share is calculated and shall use its best
efforts to make such net asset value per share available by 7 p.m. Eastern
Time. If the Fund provides incorrect share net asset value information, the
Company, either on behalf of itself or on behalf of the Separate Account,
shall be entitled to an adjustment to the number of shares purchased or
redeemed to reflect the correct net asset value per share (and, if and to the
extent necessary, the Company shall make adjustments to the number of units
credited and/or unit values for the Contracts for the periods affected). Any
error in the calculation or reporting of net asset value per share, dividend or
capital gains information greater than or equal to $.01 per share shall be
reported immediately upon discovery to the Company. Such errors shall be
corrected as soon as is reasonably practical. Any error of a lesser amount
shall be corrected in the next Business Day's net asset value per share.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act and that the Contracts will be issued in
compliance in all material respects with all applicable federal and state laws
and regulations. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has (or will have) legally and validly established the Separate Account
thereof as a segregated asset account under Section 38a-433 of the Connecticut
Insurance Laws and has registered or, prior to any issuance or sale of the
Contracts, will register the Separate Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
<PAGE>
investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, on the form prescribed by
such Act (hereinafter referred to as the "Registration Statement"). The Fund
further represents and warrants that its shares are duly authorized for
issuance and are sold in compliance with all applicable federal and state laws,
and that the Fund is and shall remain registered under the 1940 Act. The Fund
shall amend the Registration Statement for its shares under the 1933 Act and
the 1940 Act from time to time as required in order to effect the continuous
offering of its shares. The Fund shall register and qualify the shares for
sale in accordance with the laws of the various states if and to the extent
required by law.

2.3. The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter warrants that it is lawfully organized and validly existing under
the laws State of Delaware. The Underwriter further represents that it will
sell and distribute Fund shares in accordance with the laws of the State of
Delaware and all other applicable state and federal securities laws, including
without limitation the 1933 Act, the 1934 Act, and the 1940 Act as such Acts
may be amended from time to time.

2.4. CMFS represents and warrants that it is a member in good standing of the
NASD and is registered as a broker-dealer with the SEC. CMFS warrants that it
is lawfully organized and validly existing under the laws State of Connecticut.
CMFS further represents that it will sell and distribute Fund shares in
accordance with the laws of the State of Connecticut and all other applicable
state and federal securities laws, including without limitation the 1933 Act,
the 1934 Act, and the 1940 Act as such Acts may be amended from time to time.

2.5. The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Maryland and that its organization and
operations will comply in all material respects with the 1940 Act.

2.6. The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal
and state securities laws and that the Adviser shall perform its obligations
for the Fund in compliance in all material respects with any applicable state
and federal securities laws and regulations.

2.7. The Fund and Underwriter represent and warrant that all of their
respective Directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company acceptable to the Company.

<PAGE>
2.8. The Fund and the Underwriter each represent and warrant that each will
notify the Company of any NASD or State inquiries, disciplinary actions, stop
orders, or customer complaints that could impact sales of either the Fund or
the Contracts. The Company and CMFS each agree that they shall likewise notify
the Underwriter of any such action or complaint that could impact sales of
either the Fund or the Contracts.

2.9. The Fund represents that it has obtained all necessary or customary
orders of exemption or approval from the SEC to permit sales of the Funds to
the Separate Account, and that it agrees to obtain any exemption or approval as
may be required in the future.

2.10. The Fund and the Underwriter each represent and warrant that all
financial statements contained in the Registration Statement for the Fund or to
be furnished in connection with amendments thereto, or annual or semiannual
reports to shareholders present or will present fairly the financial position
of the Fund on the dates indicated, and that such financial statements have
been prepared in conformity with generally accepted Accounting Principles.

2.11. The Fund and the Underwriter agree that if a change occurs triggering
the need to amend the Fund's Registration Statement, it will make all necessary
changes and it will take whatever action it deems appropriate for such
Amendment.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS: VOTING

3.1. The Underwriter shall provide the Company with as many copies of the
Fund's current prospectus as the Company may reasonably request for marketing
purposes. If requested by the Company in lieu thereof, the Fund shall provide
such documentation (including a final copy of any new prospectus as prepared at
the Fund's expense) and other assistance as is reasonably necessary in order
for the Company to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document. The Underwriter shall be
responsible for paying the costs associated with preparing the Fund's
prospectus.

3.2. The Fund's prospectus shall state that the statement of additional
information ("SAI") for the Fund is available from the Underwriter (or in the
Fund's discretion, the Prospectus shall state that the SAI is available from
the Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide the SAI free of charge to the Company and to any owner or prospective
owner of a Contract who requests an SAI.

3.3. The Underwriter, at its expense, shall provide the Company with copies of
its prospectus, proxy material, reports to shareholders, and other
communications to shareholders in such quantity as the Company shall reasonably
require for distributing to existing or prospective Contract owners.

<PAGE>
3.4. If and to the extent required by law the Company shall:
(i)solicit voting instructions from Contract owners;
(ii)vote the Fund shares in accordance with timely instructions received from
Contract owners; and
(iii)vote Fund shares for which:
a) no instructions have been received, and
b) Fund shares not attributable to a particular Contract owner, in the same
proportion as Fund shares of such portfolio for which instructions have been
received, so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass-through voting privileges for variable contract
owners.

The Company reserves the right to vote Fund shares held in any segregated asset
Separate Account in its own right, to the extent permitted by law.

3.5. The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Fund will either provide for annual
meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not
one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act
in accordance with the SEC's interpretation of the requirements of Section
16(a) with respect to periodic elections of Directors and with whatever rules
the Commission may promulgate with respect thereto.

3.6. It is understood and agreed that, except for information regarding the
Company , CMFS, or the Contract ;provided by the Fund or Underwriter, the
Company is not responsible for the content of either the Fund's prospectus or
its statement of additional . It is also understood and agreed that, except
with respect to information regarding the Fund, Adviser or the Portfolios,
neither the Fund nor the Underwriter are responsible for the content of the
prospectus or SAI for the Contracts.

ARTICLE IV. SALES MATERIAL AND COMMUNICATIONS WITH CONTRACT OWNERS

4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece of sales literature or other promotional material in
which the Fund or the Advisor or the Underwriter is named, at least fifteen
Business Days prior to its use (or such different period as the parties hereto
may, from time to time, agree to in writing). No such material shall be used
if the Fund or its designee reasonably objects to such use within fifteen
Business Days after receipt of such material.

4.2. Any materials developed by the Company shall not give any information or
make any representations or statements on behalf of the Fund or concerning the
Fund in connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or
its designee or by the Underwriter, except with the permission of the Fund or
the Underwriter or the designee of either.

<PAGE>
4.3. The Fund, Underwriter, or their respective designee(s) shall furnish, or
shall cause to be furnished, to the Company or its designee, each piece of
sales literature or other promotional material in which the Company and/or its
Separate Account(s) and/or the Contract(s), is named at least fifteen Business
Days prior to its use, or such different period as the parties hereto may agree
upon from time to time in writing. No such material shall be used if the
Company or its designee reasonably objects to such use within fifteen Business
Days after receipt of such material, or such different period as the parties
hereto may agree upon from time to time in writing. All such materials will,
if necessary, be filed with the NASD or any applicable state regulatory
authority. Such materials will be presented in a form consistent with NASD
rules and applicable state insurance or security advertising laws and
regulations.

4.4. The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the
Separate Account, the CML Funds or the Contracts other than the information or
representations contained in the then current registration statement(s) or
prospectus(es) for the Contracts or the CML Funds, as such registration
statement(s) and prospectus(es) may be amended or supplemented from time to
time, or in published reports for the Separate Account which are in the public
domain or approved by the Company for distribution to Contract Owners (or
offerees), or in sales literature or other promotional material approved by the
Company or its designee, except with the permission of the Company.

4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, annual and semiannual reports, prospectuses,
statements of additional information, reports, proxy statements, sales
literature or other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Fund or its shares, contemporaneously with the filing of such
document with the SEC or other regulatory authorities. If any such filings
directly discuss the Company, the Separate Account, the Contract, or the CML
Funds, the Fund shall obtain the approval of such party concerning the
statements relating to such party prior to filing or distributing such
documents.

4.6. The Fund shall provide the Company with copies of its annual and
semiannual reports to shareholders as required by Section 30 of the 1940 Act,
in a timely manner, and in no event later than: (i) for annual reports, within
a reasonable time after the end of each calendar year; and (ii) for semiannual
reports, within a reasonable time after the end of the second fiscal quarter of
each year. The Fund and the Company understand that the annual and semiannual
reports will be consolidated into one booklet and that such booklet will be
forwarded to Contract Owners and the SEC as required by Section 30 of the 1940
Act.

4.7. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature or other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts
or the Separate Account, contemporaneously with the filing of such document
<PAGE>
with the SEC or other regulatory authorities. If any filing directly discusses
the Fund, the Adviser or the Underwriter, the Company or its designee shall
obtain the approval of such party concerning the statements relating to such
party prior to filing or distributing such documents.

4.8. CMFS will conduct its distribution activities to the best of its ability,
in compliance with applicable state and federal rules and regulations
concerning distribution of variable life and annuity contracts. Such
obligations and duties will be reflected in agreements it may enter into with
other distributors of the Contracts.

4.9. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(I.E., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar tests, reprints or excerpts of any other
advertisement, sales literature, or published article), and registration
statements, prospectuses, proxy materials, statements of additional
information, annual and semiannual reports and any other shareholder reports or
any other communications with the public that are designed to solicit sales of
the Contracts.

4.9. The Fund will provide the Company with as much advance notice as is
reasonably practicable and, if possible, with at least ninety (90) days advance
notice, of any material change affecting the Fund (including, but not limited
to, any material change in its registration statement or prospectus and any
proxy solicitation) and consult with the Company in order to implement any such
change in an orderly manner, recognizing the expenses of changes and attempting
to minimize such expenses by implementing them whenever possible in conjunction
with regular annual updates of the prospectuses for the Contracts. The Fund
agrees to share equitably in expenses incurred by the Company as a result of
actions taken by the Fund unless such changes;

(i) are mandated by changes in applicable law or regulation;

(ii)are the direct or indirect result of actions taken by the Company or the
Separate Account;

(iii)are necessary to resolve any material irreconcilable conflict among any
Participating Insurance Companies not caused by the fund, the Bank, or the
Distributor.

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if the Fund or any Portfolio, if
permitted to do so, adopts and implements a plan pursuant to Rule 12b-1 to
finance distribution expenses, then the Underwriter may make payments to the
Company or to the Underwriter for the Contracts if and in amounts agreed to by
<PAGE>
the Underwriter in writing and such payments will be made out of existing fees
otherwise payable to the Underwriter or other resources available to the
Underwriter. Although no such payments are currently contemplated, if such
payments are made in the future, such payments shall not be made directly by
the Fund.

5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal
law and in accordance with applicable state laws (if required) prior to their
sale. The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, setting the
prospectus in type, printing and distributing the prospectus to the Contract
owners, setting in type and distributing the proxy materials and annual and
semiannual reports to shareholders, the preparation of all statements and
notices required by any federal or state law, and all taxes on the issuance or
transfer of the Fund's shares.

5.3. The Underwriter shall bear the expenses of printing the Fund's prospectus
and providing as many copies as the Company may reasonably require for
marketing purposes as well as annual delivery to existing Contractholders.

5.4. The Underwriter shall bear the expenses of mailing the Fund's prospectus
to owners of Contracts issued by the Company and of mailing the Fund's proxy
materials and reports to such Contract owners.

ARTICLE VI DIVERSIFICATION AND QUALIFICATION

6.1. The Fund and Underwriter represent and warrant that the Fund will at all
times sell its shares and invest its assets in such a manner as to ensure that
the Contracts will be treated as variable contracts under the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations issued thereunder.
Without limiting the scope of the foregoing, the Fund and Underwriter represent
and warrant that the Fund and each Portfolio thereof will at all times comply
with Section 817(h) of the Code and Treasury Regulation 1.817-5, as amended
from time to time, and any Treasury interpretations thereof, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications or successor provisions to
such Section or Regulation. In the event that any Portfolio is not so
diversified, the Fund will notify the Company and will use reasonable efforts
to adequately diversify the Portfolio so as to achieve compliance within the
grace period afforded by Treasury Regulation 1.817-5.

6.2. No shares of any series or portfolio of the Fund will be sold to the
general public.

6.3. The Fund and Underwriter represent and warrant that the Fund and each
Portfolio are or will be qualified as a Regulated Investment Company under
Subchapter M of the Code, and that best efforts will be used to maintain such
qualification (under Subchapter M or any successor or similar provisions) as
long as shares of any Portfolio are held by the Separate Account.
<PAGE>
6.4. The Fund or Underwriter will notify the Company immediately upon having a
reasonable basis for believing that the Fund or any Portfolio has ceased to
comply with the aforesaid Section 817(h) diversification or Subchapter M
qualification requirements or might not so comply in the future.

6.5. The Fund and Underwriter acknowledge that full compliance with the
requirements referred to in Sections 6.1, 6.3, and 6.4 hereof is absolutely
essential because any failure to meet those requirements would result in the
Contracts not being treated as variable life insurance contracts for federal
income tax purposes, which would have adverse tax consequences for Contract
owners and could also adversely affect the Company's corporate tax liability.
Accordingly, without in any way limiting or restricting any other remedies
available to the Company, the Underwriter will pay all costs associated with or
arising out of any failure, or any anticipated or reasonably foreseeable
failure, of the Fund or any Portfolio to comply with Sections 6.3 or 6.4
hereof, including all costs associated with correcting or responding to any
such failure; such costs may include, but are not limited to, the costs
involved in creating, organizing, and registering a new investment company as a
funding medium for the Contracts and/or the costs of obtaining whatever
regulatory authorizations are required to substitute shares of another
investment company for those of the failed Portfolio (including but not limited
to an order pursuant to Section 26(b) of the 1940 Act), such costs are to
include, but are not limited to, fees and expenses of legal counsel and other
advisors to the Company and any federal income taxes or tax penalties (or "toll
charges" or exactments or amounts paid in settlement) incurred by the Company
in connection with any such failure or anticipated or reasonably foreseeable
failure.

6.6. The Company agrees that if the Internal Revenue Service ("IRS") asserts
in writing in connection with any governmental audit or review of the Company
or, to the Company's knowledge, of any Contract owner, that any Portfolio has
failed to comply with the diversification requirements of section 817(h) of the
Code or the Company otherwise becomes aware of any facts that could give rise
to any claim against the Fund or its affiliates as a result of such a failure
or alleged failure, (i) the Company shall promptly notify the Fund of such
assertion or potential claim; (ii) the Company shall consult with the Fund as
to how to minimize any liability that may arise as a result of such failure or
alleged failure; (iii) the Company shall use its best efforts to minimize any
liability of the Fund; (iv) the Company, to the extent practical, shall permit
the Fund, its affiliates and their legal and accounting advisors to participate
in any conferences, settlement, discussions or other administrative or judicial
proceeding or contests (including judicial appeals thereof) with the IRS, any
Policy Owner or any other claimant regarding any claims that could give rise to
liability to the Fund or its affiliates as a result of such a failure or
alleged failure; and (v) any written materials to be submitted by the Company
to the IRS, any Contract owner or any other claimant in connection with any of
the foregoing proceedings or contests (including, without limitation, any such
materials to be submitted to the IRS pursuant to Treasury Regulations Section
1.817-5(a)(2), (a) shall be provided by the Company to the Fund (together with
any supporting information or analysis) at least ten (10) business days prior
to the day on which such proposed materials are to be submitted, and (b) shall
not be submitted by the Company to any such person without the express written
consent of the Fund which shall not be unreasonably withheld; (vi) the Company
<PAGE>
shall provide the Fund or its affiliates and their accounting and legal
advisors with such cooperation as the Fund shall reasonably request (including
without limitation, by permitting the Fund and its accounting and legal
advisors to review the relevant books and records of the Company) in order to
facilitate review by the Fund or its advisors of any written submissions
provided to it pursuant to the preceding clause or its assessment of the
validity or amount of any claim against its arising from such a failure of
alleged failure.

6.7. The Fund shall provide the Company or its designee with periodic reports
(on a quarterly basis) certifying compliance with the aforesaid Section 817(h)
diversification and Subchapter M qualification requirements, substantially in
the form attached hereto as Schedule E, from independent auditors acceptable to
the Company; provided, however, that providing such reports does not relieve
the Fund or Underwriter of their responsibility for such compliance or of their
liability for any noncompliance.

ARTICLE VII. INDEMNIFICATION

7.1. INDEMNIFICATION BY THE COMPANY

7.1(a). The Company agrees to indemnify and hold harmless the Fund and each
Officer and Director of the Board of the Fund and Directors and officers of the
Underwriter (collectively, the "Indemnified Parties" for purposes of this
Section 7.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Company)
or litigation (including reasonable legal and other related expenses), to which
the Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in any Registration Statement or
prospectus for the Contracts or contained in the Contracts or sales literature
for the Contracts prepared by or on behalf of the Company (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished to the
Company by or on behalf of the Underwriter or the Fund for use in any
Registration Statement or prospectus for the Contracts or in the Contracts or
sales literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than
statements or representations contained in the Registration Statement,
prospectus or sales literature of the Fund not supplied by the Company, or
persons under its control) or wrongful conduct of the Company or persons under
its control, with respect to the sale or distribution of the Contracts or Fund
<PAGE>
shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus, or sales
literature of the Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information furnished to
the Fund by or on behalf of the Company; or

(iv) arise as a result of any material failure by the Company to provide the
services and furnish the materials under the terms of this agreement; or

(v) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this agreement or arise out of or result
from any other material breach of this agreement by the Company, as limited by
and in accordance with the provisions of Section 7.1(b) and 7.1(c) hereof.

7.1(b). The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this agreement or to
the Fund or to the Underwriter or to the Adviser, whichever may be applicable.

7.1(c). The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Company of
any such claim shall not relieve the Company from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise
than on Separate Account of this indemnification provision. In case any such
action is brought against the Indemnified Parties, the Company shall be
entitled to participate, at its own expense, in the defense of such action.
The Company also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the Company
to such party of the Company's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Company will not be liable to such party under this
agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable
costs of investigation.

7.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of
the Fund.

<PAGE>
7.2. INDEMNIFICATION BY THE UNDERWRITER

7.2(a). The Underwriter agrees to indemnify and hold harmless the Company its
agents, and each of its Directors and officers (collectively, the "Indemnified
Parties" for purposes of this Section 7.2) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including reasonable legal and other
related expenses) to which the Indemnified Parties may become subject under any
statute or regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts, and:

(i) arise out of or are based upon any untrue statement or alleged untrue
statements of any material fact contained in the Registration Statement or
prospectus or in sales literature prepared or on behalf of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement therein not
misleading, provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with information furnished
to the Underwriter or Fund by or on behalf of the Company for use in the
Registration Statement or prospectus, or sales literature for the Fund (or any
amendment or supplement) or otherwise for use in connection with the sale of
the Contracts or Fund shares; or

(ii)arise out of or as a result of statements or representations (other than
statements or representations contained in any Registration Statement,
prospectus or sales literature for the Contracts not supplied by the
Underwriter, Fund, or Adviser or persons under their control) or wrongful
conduct of the Fund, Adviser or Underwriter or persons under their control,
with respect to the sale or distribution of the Contracts or Fund shares; or

(iii)arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus, or sales
literature covering the Contracts and/or the Separate Account, or any amendment
thereof or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, if such statement or omission
was made in reliance upon information furnished to the Company by or on behalf
of the Fund or Underwriter; or

(iv)arise as a result of any material failure by the Fund or Underwriter to
provide the services and furnish the materials under the terms of this
Agreement; or

(v)arise from any failure by the Company to maintain qualification of the
Contracts for sales under applicable state or federal law; or

(vi)arise out of or result from any material breach of any representation
and/or warranty made by the Underwriter in this agreement or arise out of or
result from any other material breach of this agreement by the Underwriter; as
<PAGE>
limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c)
hereof.

7.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad faith, or gross negligence
in the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to the Company or the Separate Account, whichever is applicable.

7.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Underwriter
of any such claim shall not relieve the Underwriter from any liability which it
may have to the Indemnified Party against whom such action is brought otherwise
than on Separate Account of this indemnification provision. In case any such
action is brought against the Indemnified Parties, the Underwriter will be
entitled to participate, at its own expense, in the defense thereof. The
Underwriter also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the
Underwriter to such party of the Underwriter's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Underwriter will not be liable to
such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.

7.2(d). The Company agrees promptly to notify the Underwriter, (or cause CMFS
to notify) the Underwriter and the Fund to be notified, of the commencement of
any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the
Separate Account.

7.3. INDEMNIFICATION BY THE FUND

7.3(a).The Fund agrees to indemnify and hold harmless the Company, and each of
its directors and officers, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 7.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including reasonable legal and
other related expenses) to which the Indemnified Parties may become subject
under any statute or regulation, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements result from the gross negligence, bad faith or willful
misconduct of the Board or any member thereof, are related to the operations of
the Fund and:

<PAGE>
(i)arise as a result of any failure by the Fund to provide the services and
furnish the materials under the terms of this agreement (including a failure to
comply with the diversification requirements specified in Article VI of this
Agreement); or

(ii)arise out of or result from any material breach of any representation
and/or warranty made by the Fund in this agreement or arise out of or result
from any other material breach of this agreement by the Fund.

7.3(b). The Fund shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation incurred or
assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this agreement.

7.3(c). The Fund shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Fund in writing within a reasonable time after
the summons or other first legal process giving information of the nature of
the claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Fund of any such claim shall not relieve the
Fund from any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on Separate Account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable to such
party under this agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.

7.3(d). The Fund agrees promptly to notify the Company of the commencement of
any litigation or proceedings against it or any of its respective officers or
directors in connection with this agreement, the issuance or sale of the
Contracts, with respect to the operation of the Separate Account, or the sale
or acquisition of shares of the Fund.

ARTICLE VIII APPLICABLE LAW

8.1. This agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of [Connecticut].

8.2. This Agreement shall be subject, to the extent applicable, to the
provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and
rulings thereunder, including such exemptions from those statutes, rules and
regulations as the SEC grant and the terms hereof shall be interpreted and
construed in accordance therewith.

<PAGE>
8.3. The Fund and the Company acknowledge that the Separate Account and the
Fund may be subject to laws and regulations that restrict respective investment
activities. Should the Company become aware of any such law or regulation, in
particular those laws and regulations concerning insurance laws or rules, and
it notifies the Fund of any such investment restriction, the Fund agrees that
it will take reasonable measures to comply with any such rule or regulation.

ARTICLE IX. TERMINATION

9.1. This Agreement shall continue in full force and effect until the first to
occur of:

(a)termination by any party for any reason by six (6) months advance written
notice delivered to the other parties; or

(b)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio based upon the Company's determination that
shares of such Portfolio are not reasonably available to meet the requirements
of the Contracts; or

(c)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio in the event any of the Portfolio's shares are
not registered, issued or sold in accordance with applicable state and/or
federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by the Company; or

(d)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio in the event that such Portfolio ceases to
qualify as a Regulated Investment Company under Subchapter M of the Code or
under any successor or similar provision, or if the Company reasonably believes
that the Fund may fail to so qualify; or

(e)termination by the Company by written notice to the Fund and the Underwriter
with respect to any Portfolio in the event that such Portfolio fails to meet
the diversification requirements specified in Article VI hereof; or

(f)termination by either the Fund or the Underwriter by written notice to the
Company, if either one or both of the Fund or the Underwriter respectively,
shall determine, in their sole judgment reasonably exercised in good faith,
that the Company and/or its affiliated companies has suffered a material
adverse change in its business, operations, financial condition or prospects
since the date of this Agreement or is the subject of material adverse
publicity and that such change or publicity will have a material adverse effect
on the ability of the Company to perform its obligations related to the
Contracts; or

(g)termination by the Company by written notice to the Fund and the
Underwriter, if the Company shall determine, in its sole judgment exercised in
good faith, that either the Fund or the Underwriter has suffered a material
adverse change in its business, operations, financial condition or prospects
since the date of this agreement or is the subject of material adverse
publicity.
<PAGE>
9.2. EFFECT OF TERMINATION. Notwithstanding any termination of this
agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this agreement, for all Contracts in effect on the effective
date of termination of this agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts.

ARTICLE X. NOTICES

Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.

If to the Fund:
OFFITBANK
520 Madison Avenue
New York, NY 10022-4203

Attention: Stephen B. Wells

If to the Company:
Connecticut Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154

Attention: General Counsel

If to the Underwriter:
OFFIT Funds Distributors, Inc.
520 Madison Avenue
New York, NY 10022-4203

Attention: President

ARTICLE XI. MISCELLANEOUS

11.1. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come
into the public domain without the express written consent of the affected
party.

<PAGE>
11.2. The captions in this agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

11.3. This agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

11.4. If any provision of this agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the agreement
shall not be affected thereby.

11.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, state insurance regulators, and designee of the California Insurance
Commission) and shall permit such authorities reasonable access to its books
and records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.

11.6. The rights, remedies and obligations contained in this agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

11.7. Neither the Underwriter nor the Fund nor the Company nor CMFS or any of
their respective agents will knowingly induce or cause, or attempt to induce or
cause either directly or indirectly, any Contract owner to lapse, terminate,
surrender, or exchange a Contract or to discontinue making payments thereunder.

11.8. This agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereto;
provided, however, that the Underwriter upon prior written notice to the
Company, may assign this Agreement or any rights or obligations hereunder to
any affiliate of or company under common control with the Underwriter, if such
assignee is duly licensed and registered to perform the obligations of the
Underwriter under this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as the date specified below.

CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

By:

Title:

Date:

OFFITBANK VARIABLE INSURANCE FUND, INC.

By:
<PAGE>
Title:

Date:

CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT

By: CONNECTICUT MUTUAL LIFE INSURANCE COMPANY

By:

Title:

Date:

OFFIT FUNDS DISTRIBUTOR, INC.

By:

Title:

Date:

<PAGE>

SCHEDULE A

VARIABLE ANNUITY CONTRACTS
- -OFFITBANK Variable Annuity Contract

<PAGE>

SCHEDULE B

PORTFOLIOS OFFERED BY THE FUND

(1.)OFFITBANK VIF -- High Yield Fund;

(2.)OFFITBANK VIF -- Investment Grade Global Deposit Fund;

(3.)OFFITBANK VIF -- Emerging Market Fund

<PAGE>

SCHEDULE C - SEPARATE ACCOUNTS

CML/OFFITBANK Variable Annuity Separate Account

FORM OF MASTER AGREEMENT

<PAGE>

MASTER AGREEMENT

This AGREEMENT is made as of the day of June, 1995, by and among
OFFITBANK, (the "Bank"), a trust company chartered under the laws of the State
of New York CONNECTICUT MUTUAL LIFE INSURANCE COMPANY, ("Connecticut Mutual
Life") stock life insurance company domiciled in the state of Connecticut.

RECITALS

A. Connecticut Mutual Life is the issuer of flexible payment individual
deferred annuity contracts.

B. The Bank acts as investment adviser to Offitbank Variable Insurance Fund,
Inc. (the "Offitbank Fund" or the "Fund"), a management investment company
registered as such with the Securities and Exchange Commission ("SEC") under
the Investment Company Act of 1940, as amended (the "1940 Act").

C. The Bank and Connecticut Mutual Life desire to create a variable deferred
annuity contract (the "Annuity Contract"). In connection with the development
of such Annuity Contract, the parties to this Agreement desire to create a
segregated separate account, to be registered with the SEC as a unit investment
trust (the "Separate Account"). Subject to the execution of a distribution
agreement, Connecticut Mutual Financial Services, LLC ("CMFS") an affiliate of
Connecticut Mutual Life and a registered broker-dealer, will be designated as
the principal underwriter for the Annuity Contracts. The Annuity Contracts
will be marketed as the Offitbank Variable Annuity.

AGREEMENT

In consideration of the mutual promises set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1. Offitbank Funds.

A. The Bank, through OFFIT Funds Distributor, Inc. (the "Distributor"), shall
make the Fund available to Annuity Contract owners through the Separate
Account. The parties shall agree that initially the following portfolios
(collectively the "Portfolios") of the Offitbank Fund will be available to the
Separate Account:

(1) Offitbank VIF - High Yield Fund;
(2) Offitbank VIF - Investment Grade Global Deposit Fund;
(3) Offitbank VIF - Emerging Market Fund.

Connecticut Mutual Life, on behalf of itself and on behalf of the Separate
Account, shall, enter into a Fund Participation Agreement among the Fund,
OFFIT Funds Distributor, Inc., the Separate Account and Connecticut Mutual
Life, in a form mutually agreeable to the Bank and Connecticut Mutual Life,

<PAGE>
pursuant to which purchase payments received under the Annuity Contracts may
be allocated to Portfolios of the Fund. Connecticut Mutual Life shall take
such other steps as are necessary and appropriate to make the shares of the
Fund available to holders of the Contracts.

In connection with such sales, the Distributor and the Bank shall be
responsible for the continued compliance with applicable regulatory
authorities to maintain the registration of the Fund.

B. The Bank may request the Fund at any time to amend its registration
statement for the Fund so as to add additional portfolio(s) to the Fund. Such
additional portfolio(s) may be added to the Annuity Contract upon the prior
written consent of Connecticut Mutual Life, which consent will not be
unreasonably withheld, and subject to obtaining approval from any necessary
regulatory authority.

2. The Offitbank Variable Annuity Contract Design and Features.

A. Subject to approval by applicable state regulatory authorities, the
structure of the Offitbank Variable Annuity Contract shall be in accordance
with the following terms:

(I) Death Benefit.

A death benefit shall be paid during the deferral period upon the death of
the: (a) Owner, (b) first of the two joint owners; or (c) upon the death of
the annuitant if the owner is not a natural person. The Death Benefit shall
equal the Contract Value as of the date notice and proof of death are
received.

(II) Charges imposed under the Contract.

(I) No Sales Charge or Contingent Deferred Surrender Changes shall be imposed
under the Annuity Contracts;

(ii) Subject to the approval of the SEC (and any applicable state insurance
regulatory authority), a Mortality and Expense Risk Charge of 1.25% of the
current net asset value of the Separate Account may be imposed. The parties
understand that this charge shall be set at 0.38% of the net asset value of
the Separate Account on a current basis. Any increase in this charge shall be
consented to in writing by the Bank, and such consent shall not be
unreasonably withheld;

(iii) Subject to the approval of the SEC, an Administrative Charge of 0.01% on
a current basis, and 0.25% on a guaranteed basis shall be charged against the
net asset value of the assets of the Separate Account. Any change in the
current administrative charge shall be consented to in writing by Offitbank,
and such consent shall not be unreasonably withheld.

(iv) Connecticut Mutual Life, in its sole discretion may, with regard to
premium taxes justly due and owing, :
1. determine when premium taxes are incurred;
2. determine the amount of tax that is owed; and
3. either charge such amounts against premium payments or defer the
<PAGE>
assessment to a later date.

(v) A contract Maintenance Charge will be imposed against each Annuity
Contract at a current rate of $35. Connecticut Mutual Life will reserve the
right to raise this rate up to a maximum of $60 subject to cost basis
justification and the mutual consent of the Bank.

(III)Ownership of the Offitbank Variable Annuity.

The Annuity Contract shall permit the owner and the annuitant to be different
persons. Additionally, if permitted under applicable state law, joint
ownership of the Annuity Contract (by spouses only) will be an option.
Further, the Annuity Contract shall permit, subject to Connecticut Mutual
Life's approval, change of ownership.

(IV) Investments by the Separate Account.

In addition to the Offitbank Fund Portfolios, portfolios of Connecticut Mutual
Financial Services Series Fund I, Inc. (the "C.M. Fund") may also be made
available to Annuity Contract Owners. The parties agree initially that only
the C.M. Fund Money Market Portfolio will be initially available under the
Annuity Contract as the only money market portfolio.

(V) Miscellaneous Design Features.

The maximum issue age shall be 85 (both Owner and Annuitant).

The minimum initial purchase payment will be $100,000.

Connecticut Mutual Life will reserve the right to restrict the number of
partial withdrawals that may be made from Annuity Contracts. The minimum
amount of each withdrawal will be $10,000. The minimum balance after a
withdrawal is $50,000.

A Systematic Withdrawal program will be available under the Contract.

The maximum annuity age shall be the lesser of age 90, or the maximum date
permitted under state law.

The minimum balance to annuitize an Annuity Contract is $2,000.

Other contractual provisions shall be agreed upon as necessary. Variations in
product design may be necessitated due to individual State requirements.

B.(i) Connecticut Mutual Life shall, prepare and distribute to current
contractholders all registrations, prospectuses, reports, statements of
additional information, communications and other filings and documents
(collectively, the "Contractholder Communications") with respect to the
Offitbank Variable Annuity Contract, that are required by law, regulation,
legal process or regulatory order ("Required By Law"), including without
limitation those required by the Securities Act of 1933 (the "1933 Act"), the
1940 Act and state insurance and "blue sky" laws and regulations. The Bank
shall approve (which approval shall not be unreasonably withheld) the Form of
<PAGE>
any Contractholder communications prior to distribution.

(ii) The Distributor shall at its expense prepare, typeset, print and
distribute to current contractholders all Contractholder Communications
Required By Law with respect to the Fund and the Annuity Contract, including
without limitation, the 1933 Act, 1940 Act and state "blue sky" laws and
regulations. The Distributor shall bear the cost of printing and distributing
the prospectuses for the Annuity Contracts.

C. Connecticut Mutual Life or a designee agreed to in writing by the Bank,
shall service the Offitbank Variable Annuity Contract in a manner consistent
with its servicing of its other annuity contracts, including providing
policyholder support, administering the Offitbank Variable Annuity Contract,
mailing at the expense of the Fund annual and semiannual reports of the Fund
to Offitbank Variable Annuity Contractholders, and preparing and mailing
contract statements, prospectuses, statements of additional information and
such other communications as may be necessary or appropriate or required
by law, regulation or legal process.

D. Connecticut Mutual Life shall appoint CMFS (or such other entity as is
acceptable to the Bank) to serve as the principal underwriter for the
Offitbank Variable Annuity Contract.

E. Except for those portfolios of the C.M. Fund noted above in Section
2.A.(IV) agreed to by the parties, the Annuity Contracts shall not make
available any interests in any other investment companies other than the Fund
without the prior approval of the Bank.

3. Marketing

A. (i) Connecticut Mutual Financial Services, L.L.C., a broker-dealer
affiliate of Connecticut Mutual Life, registered under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and a member of the National
Association of Securities Dealers, Inc., ("NASD") shall serve as principal
underwriter of the Offitbank Variable Annuity Contract. Connecticut Mutual
Life together with CMFS shall enter into Selling Group Agreements
substantially in the form attached as Exhibit A with the Bank or broker-
dealers as Connecticut Mutual Life and the Bank shall agree upon. (Banks and
broker-dealers entering into such Selling Group Agreements with the
Distributor are referred to this Agreement as "Sellers"). Pursuant to such
agreements, Connecticut Mutual Life shall appoint as its agent Sellers'
agents, employees, or representatives, as the case may be, and as Sellers may
designate. Appointments and licensing may be paid by Connecticut Mutual Life
in its sole discretion. Any proposed modifications to the form of Selling
Group Agreement as provided in Exhibit A shall be subject to Connecticut
Mutual Life's, CMFS', and the Bank's prior consent which such consent will
not be unreasonably withheld..

(ii) No compensation shall be paid under the Selling Agreements.

B. The Annuity Contract contemplated hereunder shall be marketed under the
name "Offitbank Variable Annuity" (or such other name as the Bank shall
reasonably select with the approval of Connecticut Mutual Life in the event
use of "Offitbank Variable Annuity" is deemed inadvisable by the Bank due to
trade name, trademark or other considerations). The Bank shall license the use
<PAGE>
of the name "Offitbank Variable Annuity" to Connecticut Mutual Life and its
affiliates, if necessary, to facilitate the marketing of the Annuity
Contracts. All marketing materials shall clearly indicate that Connecticut
Mutual Life is the issuer of the Annuity Contracts.

C. The Bank may develop such marketing materials and sales literature as it
deems advisable. Such materials will be consistent with applicable state
insurance and state and federal securities laws and regulations, (including
but not limited to applicable NASD rules). Prior to the dissemination of any
such material to the general public, the Bank shall obtain Connecticut Mutual
Life's and CMFS' prior approval (and such approval will not be unreasonably
withheld) of any such materials and the Distributor shall file such materials
with appropriate regulatory authorities. The cost to produce and file any
such materials will be borne by the Bank.

4. Conduct of the Parties

A. Except as expressly provided in this Agreement or as required by law,
regulation, legal process or a regulatory or self-regulatory agency, neither
the Bank, CMFS, nor Connecticut Mutual Life (or the affiliates of any of them)
will take any action, directly or indirectly, which is intended to solicit or
induce owners of the Offitbank Variable Annuity Contract to exchange an
Offitbank Variable Annuity Contract for any other insurance or mutual fund
product, unless such action is deemed appropriate in the joint judgment of
senior management of the Bank and Connecticut Mutual Life to settle a claim or
potential claim against the Bank or Connecticut Mutual Life or to reverse a
purchase that fails to meet suitability criteria established by the NASD and
state regulatory authorities.

B. Connecticut Mutual Life reserves the right to terminate any agent
appointed to sell the Annuity Contract at any time for "cause." "Cause" for
purposes of the foregoing is hereby defined to mean any act or omission of the
agent determined by Connecticut Mutual Life as constituting cause for such
agent's termination including but not limited to: (i) the willful commission
by the agent of an act which causes or probably will cause substantial
economic damage to, or substantial injury to the business reputation of
Connecticut Mutual Life or any of its affiliates; (ii) the commission by the
agent of an act of misrepresentation, dishonesty or fraud in the course of
agent's representation of Connecticut Mutual Life or any of its affiliates;
(iii) the continuing willful failure of the agent to perform his or her duties
as an agent of Connecticut Mutual Life according to policies and procedures
established by Connecticut Mutual Life for such activities after written
notice thereof and a reasonable opportunity to be heard and cure such failure
have been afforded the agent; (iv) the order of a federal or state regulatory
authority or court of competent jurisdiction requiring the termination of the
agent's status as such; (v) or the discontinuance of the agent as a broker-
dealer registered with the SEC and a member in good standing with the NASD or
an associated person of such a broker-dealer; (vi) the failure of the agent
to meet production requirements established by Connecticut Mutual Life.

5. Representations and Warranties

Each party hereto represents and warrants to the other parties, as follows:

<PAGE>
(i) It is duly organized, validly existing and in good standing under the
laws of the state of its organization and has all requisite corporate power
to carry on its business as now being conducted and to perform its
obligations as contemplated by this Agreement.

(ii) It (and each affiliate which will enter into an agreement contemplated
by the parties hereunder )has or will have at such time as it is performing
its obligations all licenses, approvals, permits and authorizations of, and
registrations with, all authorities and agencies, including non-governmental
self-regulatory agencies, required under all federal, state, and local laws
and regulations to enable it to perform its obligations as contemplated by
this Agreement.

(iii) It has all requisite corporate power and authority to enter into this
Agreement. The execution, delivery and performance of this Agreement has
been duly and validly authorized by all necessary corporate action and
this Agreement constitutes the legal, valid and binding agreement of such
party, enforceable against it in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors'
rights generally and general principles of equity. Neither the execution
and delivery of this Agreement nor the performance of its obligations
under this Agreement will (subject to obtaining the approvals and making
the filings referred to in this Agreement) violate any judgment, order,
writ, injunction, decree, statute, rule or regulation applicable to it, or
to any of its affiliates which will enter into an agreement provided for
in this Agreement.

(iv) Except as provided in this Agreement, no approval, authorization,
consent, license, clearance or order of, declaration or notification to, or
filing or registration with, any governmental or regulatory authority
(including, without limitation, any non-governmental regulatory agencies or
authorities) is required by it for the consummation of the transactions
contemplated by this Agreement.

6. Indemnification

The Bank agrees to indemnify and hold harmless Connecticut Mutual Life and its
affiliates and each of their respective directors and officers and each
person, if any, who controls Connecticut Mutual Life and its affiliates
(collectively, the "Connecticut Mutual Life Indemnified Persons") against any
and all losses, claims, damages, liabilities or litigation (including legal
and other expenses), arising out of activities undertaken pursuant to this
Agreement, to which a Connecticut Mutual Life Indemnified Person may become
subject, under any statute, at common law, or otherwise, which: (i) may be
based upon any wrongful act or breach of this Agreement by the Bank, any of
its employees or representatives, or any affiliate of or any person acting on
behalf of the Bank; or (ii) may be based upon a breach of the warranties made
by the Bank set forth in Section 5 of this Agreement; provided, however, that
(x) in no case is the Bank's indemnity in favor of the Connecticut Mutual Life
Indemnified Persons deemed to protect such persons against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of such
person's duties or by reason of such person's reckless disregard of
<PAGE>
obligations and duties under this Agreement, and (y) the Bank's obligations to
indemnify and hold harmless shall not apply to circumstances which could give
rise to Connecticut Mutual Life's obligations to indemnify and hold harmless
as set forth below.

Connecticut Mutual Life agrees to indemnify and hold harmless the Bank and its
affiliates and each of their respective directors and officers and each
person, if any, who controls the Bank and its affiliates (collectively, the
"Bank Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to which a Bank
Indemnified Person may become subject, under any statute, at common law, or
otherwise, arising out of activities undertaken pursuant to this Agreement
which (i) may be based upon any wrongful act or breach of this Agreement by
Connecticut Mutual Life, any of its employees or representatives (other than
insurance agents appointed pursuant to Section 3.A unless acting in accordance
with the directions of Connecticut Mutual Life or its affiliates) or any
affiliate of or any person acting on behalf of Connecticut Mutual Life, or
(ii) may be based upon a breach of the warranties made by Connecticut Mutual
Life set forth in Section 5 of this Agreement; provided, however, that (y) in
no case is Connecticut Mutual Life's indemnity in favor of the Bank
Indemnified Persons deemed to protect such persons against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of such
person's duties or by reason of such person's reckless disregard of
obligations and duties under this Agreement, and (z) Connecticut Mutual Life's
obligation to indemnify and hold harmless shall not apply to circumstances
which could give rise to the Bank's obligations to indemnify and hold harmless
as set forth above.

Each party shall have, in addition to its indemnification rights under this
Section 6, any and all rights otherwise available to it under any other
agreement or applicable law.

7. Additional Agreements of the Parties

A. Except as expressly provided herein, each party shall be responsible for
all expenses incurred by it in connection with the matters contemplated by
this Agreement.

B. The parties shall act reasonably and in good faith in complying with their
obligations under this Agreement. The parties each shall use all reasonable
efforts to cooperate with one another to carry out to the fullest extent
possible the purposes of this Agreement.

C. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been given if
delivered personally, given by facsimile or mailed by registered or certified
mail (return receipt requested) or by Federal Express or other overnight
delivery, as follows:

if to Connecticut Mutual Life:
Connecticut Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Attention: General Counsel
<PAGE>
if to the Bank:
Offitbank
520 Madison Avenue
New York, NY 10022-4203
Attention: Stephen B. Wells

if to CMFS:
Connecticut Mutual Financial Services, LLC
140 Garden Street
Hartford, CT 06154
Attention: President

Any party to this Agreement may change the address to which such
communications are to be directed to such party by giving notice of such
change to the other party in the manner provided above.

D. None of the provisions of this Agreement shall inure to the benefit of any
person other than the parties hereto or their respective successors or be
deemed to create any rights, benefits or privileges in favor of any person
except the parties hereto.

E. None of the provisions of this Agreement, shall be deemed to designate or
appoint any party hereto as the agent of any other party or to authorize or
empower any party hereto to act for or to create or incur any obligations on
behalf of any other party.

F. This Agreement may be executed and delivered in any one or more
counterparts, each such counterpart so delivered and bearing the original
signature of a part hereto shall be binding as to such party, and all
counterparts shall together constitute one original and the same instrument.

G. This Agreement may be amended or terminated only by the mutual written
consent of the parties to this Agreement. Notwithstanding the foregoing,
sections 4.A., 6 and 7.J. shall survive any termination of this Agreement.

H. This Agreement shall be governed by construed and enforced in accordance
with the laws of the State of Connecticut and shall be interpreted in such a
manner as to be effective and valid under the laws of the State of
Connecticut, except with respect to (i) matters relating to banking and
banking law in which case this Agreement shall be governed by, construed and
enforced in accordance with and interpreted in a manner as to be effective and
valid under both the federal laws of the United States and the laws of the
State of New York and regulations promulgated thereunder; and (ii) the
representations and warranties of the Bank contained at Section 5 which shall
be governed by, construed and enforced in accordance with and interpreted in a
manner as to be effective and valid under both federal laws of the United
States and the laws of the State of New York. If any provisions of this
Agreement shall be deemed to be prohibited by law or invalid, such provisions
shall be ineffective only to the extent of the prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of the Agreement.

I. The waiver by a party of performance in observance of any covenant or
condition to be performed or observed by the other hereunder shall not
invalidate this Agreement, nor constitute a waiver by such party of any other
<PAGE>
covenant, or condition to be performed or observed by any other party
hereunder. The exercise by a party hereto of any right, privilege or remedy
provided by this Agreement shall not constitute a waiver by such party of any
other covenant or condition to be performed or observed by any other party
under this agreement. The exercise by a party hereto of any right, privilege
or remedy provided by this Agreement or otherwise by law shall not exclude the
exercise of any other right, privilege or remedy.

J. Subject to the requirements of legal process and regulatory authority,
each party shall treat, and shall cause its affiliates to treat, as
confidential all information reasonably identified as confidential in writing
by any other party hereto and, except as permitted by this Agreement, shall
not disclose, disseminate or utilize confidential information without express
written consent of the affected party.

K. This Agreement constitutes the exclusive agreement of the parties on the
subject matter addressed in this Agreement. There are no understandings, oral
or written, outside this Agreement on the matters addressed herein.

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement
to be executed by their duly authorized representatives as to the date first
set forth above.

OFFITBANK

By:

Title:

Date:

C. M. LIFE INSURANCE COMPANY

By:

Title:

Date:

CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC

By:

Title:

Date:

OPINION AND CONSENT OF COUNSEL

<PAGE>

Blazzard, Grodd & Hasenauer, P.C.
Suite 213, Ocean Walk Mall
101 North Ocean Drive
Hollywood, FL 33019
(305) 920-4864

September 29, 1995

Board of Directors
Connecticut Mutual Life Insurance Company
140 Garden Street
Hartford, CT 06154

Re: Opinion of and Consent of Counsel-
CML/OFFITBANK Variable Annuity Separate Account

Ladies and Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, of an initial Registration Statement on Form N-4 for the Individual
Deferred Variable Annuity Contracts to be issued by Connecticut Mutual Life
Insurance Company and its separate account, CML/OFFITBANK Variable Annuity
Separate Account.

Accordingly, we are of the following opinions:

1. Connecticut Mutual Life Insurance Company is a valid and existing mutual
life insurance company organized and existing under the laws of the state of
Connecticut.

2. CML/OFFITBANK Variable Annuity Separate Account is a separate investment
account of Connecticut Mutual Life Insurance Company created and validly
existing pursuant to the Connecticut insurance laws and the regulations
promulgated thereunder.

3. Under the acceptance of purchase payments made by an Owner pursuant to a
Contract issued in accordance with the Prospectus contained in the
Registration Statement and upon compliance with applicable law, such and Owner
will have a legally-issued, fully-paid, non-assessable contractual interest
under such Contract.

You may use this letter, or a copy hereof, as an exhibit to the Registration
Statement.

We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Very truly yours,

Blazzard, Grodd & Hasenauer, P.C.
by: /S/ JUDITH A. HASENAUER
Judith A. Hasenauer

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part
of this Registration Statement for Individual Deferred Variable Annuity
Contracts with Flexible Purchase Payments issued by CML/OFFITBANK Variable
Annuity Separate Account and Connecticut Mutual Life Insurance Company.

/s/Arthur Andersen LLP

Hartford, Connecticut
September 27, 1995

POWERS OF ATTORNEY

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, James R. Birle, do hereby appoint
MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of them
severally, my true and lawful attorneys-in-fact, for me and in my name, place
and stead to execute and file any instrument or document to be filed as part
of or in connection with or in any way related to the Registration Statements
and any and all amendments thereto, filed under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and/or under
laws of any jurisdiction of the United States in connection with CML/OFFITBANK
Variable Annuity, and to have full power and authority to do or cause to be
done in my name, place and stead, each and every act and thing necessary or
appropriate in order to effectuate the same, as fully to all intents and
purposes and I might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or any of them, may do or cause to be done by
virtue hereof. Each said attorney-in-fact shall have power to act hereunder
with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of
September, 1995.

/s/ James R. Birlie
-------------------
JAMES R. BIRLE

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Andrew F. Brimmer, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/Andrew F. Brimmer
-------------------
ANDREW F. BRIMMER

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Frank C. Carlucci, III, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/ Frank C. Carlucci, III
------------------------
FRANK C. CARLUCCI, III

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Gene Chao, do hereby appoint
MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of them
severally, my true and lawful attorneys-in-fact, for me and in my name, place
and stead to execute and file any instrument or document to be filed as part
of or in connection with or in any way related to the Registration Statements
and any and all amendments thereto, filed under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and/or under
laws of any jurisdiction of the United States in connection with CML/OFFITBANK
Variable Annuity, and to have full power and authority to do or cause to be
done in my name, place and stead, each and every act and thing necessary or
appropriate in order to effectuate the same, as fully to all intents and
purposes and I might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or any of them, may do or cause to be done by
virtue hereof. Each said attorney-in-fact shall have power to act hereunder
with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
September, 1995.

/s/ Gene Chao
------------------------
GENE CHAO

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Patricia D. Dennis, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of
September, 1995.

/s/ Patricia D. Dennis
------------------------
PATRICIA D. DENNIS

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, William B. Ellis, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
September, 1995.

/s/ William B. Ellis
--------------------
WILLIAM B. ELLIS

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Robert M. Furek, do hereby appoint
MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of them
severally, my true and lawful attorneys-in-fact, for me and in my name, place
and stead to execute and file any instrument or document to be filed as part
of or in connection with or in any way related to the Registration Statements
and any and all amendments thereto, filed under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and/or under
laws of any jurisdiction of the United States in connection with CML/OFFITBANK
Variable Annuity, and to have full power and authority to do or cause to be
done in my name, place and stead, each and every act and thing necessary or
appropriate in order to effectuate the same, as fully to all intents and
purposes and I might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or any of them, may do or cause to be done by
virtue hereof. Each said attorney-in-fact shall have power to act hereunder
with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/ Robert M. Furek
-------------------
ROBERT M. FUREK

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Howard Goldfeder, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/ Howard Goldfeder
-------------------
Howard Goldfeder

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, George B. Harvey, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of
September, 1995.

/s/ George B. Harvey
-------------------
GEORGE B. HARVEY

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, John F. Maypole, do hereby appoint
MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of them
severally, my true and lawful attorneys-in-fact, for me and in my name, place
and stead to execute and file any instrument or document to be filed as part
of or in connection with or in any way related to the Registration Statements
and any and all amendments thereto, filed under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and/or under
laws of any jurisdiction of the United States in connection with CML/OFFITBANK
Variable Annuity, and to have full power and authority to do or cause to be
done in my name, place and stead, each and every act and thing necessary or
appropriate in order to effectuate the same, as fully to all intents and
purposes and I might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or any of them, may do or cause to be done by
virtue hereof. Each said attorney-in-fact shall have power to act hereunder
with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/ John F. Maypole
-------------------
JOHN F. MAYPOLE

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, David E. Sams, Jr., do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/ David E. Sams, Jr.
------------------------
DAVID E. SAMS, JR.
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Emelia M. Bruno, do hereby appoint
MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of them
severally, my true and lawful attorneys-in-fact, for me and in my name, place
and stead to execute and file any instrument or document to be filed as part
of or in connection with or in any way related to the Registration Statements
and any and all amendments thereto, filed under the Securities Act of 1933, as
amended, and/or the Investment Company Act of 1940, as amended, and/or under
laws of any jurisdiction of the United States in connection with CML/OFFITBANK
Variable Annuity, and to have full power and authority to do or cause to be
done in my name, place and stead, each and every act and thing necessary or
appropriate in order to effectuate the same, as fully to all intents and
purposes and I might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or any of them, may do or cause to be done by
virtue hereof. Each said attorney-in-fact shall have power to act hereunder
with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of
September, 1995.

/s/ Emilia M. Bruno
-------------------
EMELIA M. BRUNO

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, J. Brinke Marcuccilli, do hereby
appoint MICHAEL A. CHONG, WILLIAM D. WILCOX, and ANN F. LOMELI, and each of
them severally, my true and lawful attorneys-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed under the Securities Act
of 1933, as amended, and/or the Investment Company Act of 1940, as amended,
and/or under laws of any jurisdiction of the United States in connection with
CML/OFFITBANK Variable Annuity, and to have full power and authority to do or
cause to be done in my name, place and stead, each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes and I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or any of them, may do or cause to
be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
September, 1995.

/s/ J. Brinke Marcuccilli
---------------------------
J. BRINKE MARCUCCILLI

<PAGE>