CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 2
S-6EL24/A, 1996-08-14
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<PAGE>
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1996
    
                                                              FILE NO. 333-01741
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
   
                        PRE-EFFECTIVE AMENDMENT NO. 2 TO
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-6
    
 
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
 
                 CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE
                                   ACCOUNT 02
 
                           (EXACT NAME OF REGISTRANT)
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                              (NAME OF DEPOSITOR)
 
              900 Cottage Grove Road, Hartford, Connecticut 06152
 
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               Depositor's Telephone Number, including Area Code
 
                                 (860) 726-6000
 
<TABLE>
<S>                                  <C>
   Robert A. Picarello, Esquire              COPY TO:
Connecticut General Life Insurance      George N. Gingold,
              Company                         Esquire
      900 Cottage Grove Road           197 King Philip Drive
    Hartford, Connecticut 06152          West Hartford, CT
  (NAME AND ADDRESS OF AGENT FOR            06117-1409
             SERVICE)
</TABLE>
 
            Approximate date of proposed public offering: Continuous
 
  INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
               (TITLE AND AMOUNT OF SECURITIES BEING REGISTERED)
 
    An  indefinite amount  of the securities  being offered  by the Registration
Statement has  been  registered pursuant  to  Rule 24f-2  under  the  Investment
Company  Act of  1940. The initial  registration fee  of $500 was  paid with the
declaration.
 
    The registrant 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.
 
    It is proposed that this filing will become effective:
_________ immediately upon filing pursuant to paragraph (b) of Rule 485
_________ on _______, pursuant to paragraph (b) of Rule 485
_________ 60 days after filing pursuant to paragraph (a) of Rule 485
_________ on _______, pursuant to paragraph (a) of Rule 485
<PAGE>
                             CROSS REFERENCE SHEET
                            (RECONCILIATION AND TIE)
                     REQUIRED BY INSTRUCTION 4 TO FORM S-6
 
<TABLE>
<CAPTION>
ITEM OF FORM N-8B-2 LOCATION IN PROSPECTUS
- ------------------- -------------------------------------------------------
<S>                 <C>
  1                 Cover Page Highlights
 
  2                 Cover Page
 
  3                 *
 
  4                 Distribution of Policies
 
  5                 The Company
 
  6(a)              The Variable Account
 
  6(b)              *
 
  9                 Legal Proceedings
 
  10(a)-(c)         Short-Term Right to Cancel the Policy; Surrenders;
                    Accumulation Value; Reports to Policy Owners
 
  10(d)             Right to Exchange for a Fixed Benefit Policy; Policy
                    Loans; Surrenders; Allocation of Net Premium Payments
 
  10(e)             Lapse and Reinstatement
 
  10(f)             Voting Rights
 
  10(g)-(h)         Substitution of Securities
 
  10(i)             Premium Payments; Transfers; Death Benefit; Policy
                    Values; Settlement Options
 
  11                The Funds
 
  12                The Funds
 
  13                Charges; Fees
 
  14                Issuance
 
  15                Premium Payments; Transfers
 
  16                The Variable Account
 
  17                Surrenders
 
  18                The Variable Account
 
  19                Reports to Policy Owners
 
  20                *
 
  21                Policy Loans
 
  22                *
 
  23                The Company
 
  24                Incontestability; Suicide; Misstatement of Age
 
  25                The Company
 
  26                Fund Participation Agreements
 
  27                The Variable Account
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-8B-2 LOCATION IN PROSPECTUS
- ------------------- -------------------------------------------------------
<S>                 <C>
  28                Directors and Officers of the Company
 
  29                The Company
 
  30                *
 
  31                *
 
  32                *
 
  33                *
 
  34                *
 
  35                *
 
  37                *
 
  38                Distribution of Policies
 
  39                Distribution of Policies
 
  40                *
 
  41(a)             Distribution of Policies
 
  42                *
 
  43                *
 
  44                The Funds; Premium Payments
 
  45                *
 
  46                Surrenders
 
  47                The Variable Account; Surrenders, Transfers
 
  48                *
 
  49                *
 
  50                The Variable Account
 
  51                Cover Page; Highlights; Premium Payments; Right to
                    Exchange for a Fixed Benefit Policy
 
  52                Substitution of Securities
 
  53                Tax Matters
 
  54                *
 
  55                *
</TABLE>
 
* Not Applicable
<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
   
                  SUBJECT TO COMPLETION, DATED AUGUST 14, 1996
    
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                                                                     [LOGO]
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
<TABLE>
<S>                               <C>
HOME OFFICE LOCATION:             MAILING ADDRESS:
900 COTTAGE GROVE ROAD            CIGNA INDIVIDUAL INSURANCE
BLOOMFIELD, CONNECTICUT           CORPORATE VARIABLE PRODUCTS SERVICE CENTER
                                  ROUTING S-324
                                  HARTFORD, CT 06152-2324
                                  (860)(726-7154)
</TABLE>
 
- --------------------------------------------------------------------------------
         THE CORPORATE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
 
    This  prospectus  describes  a  flexible  premium  variable  life  insurance
contract  ("Policy") offered in  an individual form  by Connecticut General Life
Insurance Company  ("the Company").  This  Policy is  intended to  provide  life
insurance  benefits. It allows flexible premium payments, a choice of underlying
funding options, and  a choice of  three death benefit  options. Its value  will
vary with the investment performance of the underlying funding options selected,
as  may the death benefit payable by the  Company upon the death of the Insured.
Policy values may  be used  to continue  the Policy  in force,  may be  borrowed
within  certain  limits,  and may  be  fully or  partially  surrendered. Annuity
settlement options equivalent to the Death Benefit are available for payment  to
the Beneficiary upon the death of the Insured.
 
    The  Company  offers sixteen  funding vehicles  under  a Policy  through the
Separate Account,  each a  diversified  open-end management  investment  company
(commonly  called a  mutual fund) with  a different  investment objective: Alger
American Fund  --  Small  Cap  Portfolio, MidCap  Growth  Portfolio  and  Growth
Portfolio;  CIGNA Variable Products Group -- Money Market Fund and S&P 500 Index
Fund; Fidelity Variable Insurance Products  Fund -- Equity-Income Portfolio  and
High   Income  Portfolio;  Fidelity  Variable  Insurance  Products  Fund  II  --
Investment Grade Bond Portfolio; Janus Aspen Series -- Short-Term Bond Portfolio
and Worldwide  Growth Portfolio;  MFS-Registered Trademark-  Variable  Insurance
Trust-Registered  Trademark- -- MFS Emerging Growth  Series and MFS Total Return
Series;  Templeton  Variable  Insurance   Products  Series  Fund  --   Templeton
International  Fund; OCC Accumulation Trust -- OCC Equity Portfolio, OCC Managed
Portfolio and OCC Small Cap Portfolio.
 
    The fixed interest  option offered under  the Policy is  the Fixed  Account.
Amounts  held in the  Fixed Account are  guaranteed and will  earn interest at a
rate equal to the lesser of 4% per  year or the prevailing 30 day Treasury  Bill
Rate  as of the  last day of  the preceding calendar  month. Unless specifically
mentioned, this prospectus only describes the variable investment options.
 
    It may not be  advantageous to replace existing  insurance or supplement  an
existing  flexible premium variable life insurance policy with this Policy. This
entire Prospectus,  and  those  of  the  Funds,  should  be  read  carefully  to
understand the Policy being offered.
 
THIS  PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES OF
THE MUTUAL FUNDS AVAILABLE AS FUNDING  OPTIONS FOR THE POLICIES OFFERED BY  THIS
PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.
 
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.
 
   
                       PROSPECTUS DATED: AUGUST   , 1996
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
Definitions.....................................           3
Highlights......................................           5
  Initial Choices...............................           5
  Charges and Fees..............................           5
The Company.....................................           6
The Variable Account............................           7
The Funds.......................................           7
  General.......................................          12
  Substitution of Securities....................          12
  Voting Rights.................................          12
  Fund Participation Agreements.................          12
Death Benefit...................................          13
    Death Benefit Options.......................          13
    Changes in Death Benefit Option.............          13
    Payment of Death Benefit....................          14
    Changes in Specified Amount.................          15
Premium Payments; Transfers.....................          15
    Premium Payments............................          15
    Allocation of Net Premium Payments..........          16
    Transfers...................................          16
Charges; Fees...................................          17
    Premium Load................................          17
    Policy Issue Fee............................          17
    Monthly Deductions..........................          17
    Administrative Fee..........................          18
    Transaction Fee for Excess Transfers........          18
    Mortality and Expense Risk Charge...........          18
    Surrenders During First Two Policy Years --
     Refund of Portion of Premium Load..........          18
The Fixed Account...............................          19
Policy Values...................................          19
    Accumulation Value..........................          19
    Variable Accumulation Unit Value............          20
    Surrender Value.............................          20
Surrenders......................................          20
    Partial Surrenders..........................          20
    Full Surrenders.............................          20
 
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
    Deferral of Payment and Transfers...........          21
Lapse and Reinstatement.........................          21
    Lapse of a Policy...........................          21
    Reinstatement of a Lapsed Policy............          21
Policy Loans....................................          21
Settlement Options..............................          22
Additional Insurance Benefit....................          23
Other Policy Provisions.........................          23
    Issuance....................................          23
    Short-Term Right to Cancel the Policy.......          23
    Policy Owner................................          23
    Beneficiary.................................          23
    Right to Exchange for a Fixed Benefit
     Policy.....................................          24
    Incontestability............................          24
    Misstatement of Age.........................          24
    Suicide.....................................          24
    Nonparticipating Policies...................          25
Tax Matters.....................................          25
    Policy Proceeds.............................          25
    Taxation of the Company.....................          26
    Section 848 Charges.........................          26
Other Matters...................................          27
    Directors and Officers of the Company.......          27
    Distribution of Policies....................          27
    Changes of Investment Policy................          28
    Other Contracts Issued by the Company.......          28
    State Regulation............................          28
    Reports to Policy Owners....................          28
    Advertising.................................          29
    Legal Proceedings...........................          29
    Experts.....................................          29
    Registration Statement......................          29
    Financial Statements........................          30
Appendix 1......................................          51
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......          51
</TABLE>
    
 
2
<PAGE>
DEFINITIONS
 
ACCUMULATION VALUE: The sum of the Fixed Account Value, Variable Account Value
and the Loan Account Value.
 
ACCUMULATION UNIT: A unit of measure used to calculate the value of a Variable
Account Sub-Account.
 
ADDITIONAL INSURANCE BENEFIT: A benefit that can be added to the Policy to
provde annually renewable term life insurance on the life of the Insured. This
benefit is excluded from the specified amount when calculating the charges and
fees for the Policy and when calculating the Guideline Annual Premium.
 
ADDITIONAL PREMIUMS: Any premium paid in addition to Planned Premiums.
 
CASE: A group of Policies covering individuals with common employment or other
relationship, independent of the Policies.
 
CERTIFICATE: The document which evidences the coverage of an Insured in a Case.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a percentage of the
Accumulation Value rather than by reference to the Specified Amount to satisfy
the Internal Revenue Service definition of "life insurance." (See "Payment of
Death Benefit").
 
COST OF INSURANCE: The portion of the Monthly Deduction designed to compensate
the Company for the anticipated cost of paying Death Benefits in excess of the
Accumulation Value, not including riders, supplemental benefits or monthly
expense charges.
 
DEATH BENEFIT: The amount payable to the beneficiary upon the death of the
Insured in accordance with the Death Benefit Option elected, before deduction of
the amount necessary to repay any loans in full and overdue deductions.
 
DEATH BENEFIT OPTION: Any of three methods for determining the Death Benefit.
 
FIXED ACCOUNT: The account under which principal is guaranteed and interest is
credited at a rate equal to the lesser of 4% per year or the prevailing 30 day
Treasury Bill Rate as of the last day of the preceding calendar month. Fixed
Account assets are general assets of the Company held in the Company's General
Account.
 
FIXED ACCOUNT VALUE: The portion of the Accumulation Value, other than the Loan
Account Value, held in the Company's General Account.
 
FUND(S): One or more of Alger American Fund -- Small Cap Portfolio, MidCap
Growth Portfolio and Growth Portfolio; CIGNA Variable Products Group -- Money
Market Fund and S&P 500 Index Fund; Fidelity Variable Insurance Products Fund --
Equity-Income Portfolio and High Income Portfolio; Fidelity Variable Insurance
Products Fund II -- Investment Grade Bond Portfolio; Janus Aspen Series --
Short-Term Bond Portfolio and Worldwide Growth Portfolio;
MFS-Registered Trademark- Variable Insurance Trust-Registered Trademark- -- MFS
Emerging Growth Series and MFS Total Return Series; Templeton Variable Insurance
Products Series Fund -- Templeton International Fund; OCC Accumulation Trust --
OCC Equity Portfolio, OCC Managed Portfolio and OCC Small Cap Portfolio. Each of
them is an open-end management investment company (mutual fund) whose shares are
available to fund the benefits provided by the Policy.
 
GENERAL ACCOUNT: The Company's general asset account, in which assets
attributable to the non-variable portion of Policies are held.
 
GRACE PERIOD: The 61-day period following a Monthly Anniversary Day on which the
Policy's Surrender Value is insufficient to cover the current Monthly Deduction.
The Company will send notice at least 31 days before the end of the Grace Period
that the Policy will lapse without value unless a sufficient payment (described
in the notification letter) is received by the Company.
 
GUIDELINE ANNUAL PREMIUM: The level amount of premium payment, calculated in
accordance with Rule 6e-3(T) under the Investment Company Act of 1940, required
to mature the Policy, excluding any Additional Insurance Benefit, under
guaranteed mortality and expense charges and an annual interest rate of 5%.
 
INSURED: The person on whose life the Policy is issued.
 
ISSUE AGE: The age of the Insured, to the nearest birthday, on the Issue Date.
 
ISSUE DATE: The date on which the Policy becomes effective, as shown in the
Policy Specifications.
 
LOAN ACCOUNT VALUE: An amount equal to the sum of all unpaid Policy loans and
loan interest.
 
MONTHLY ANNIVERSARY DAY: The day of the month as shown in the Policy
Specifications, or the next Valuation Day if that day is not a Valuation Day or
is nonexistent for that month, when the Company makes the Monthly Deduction.
 
                                                                               3
<PAGE>
MONTHLY DEDUCTION: The monthly deduction made from the Net Accumulation Value;
this deduction includes the cost of insurance, an administrative expense charge,
and charges for supplemental riders or benefits, if applicable.
 
NET ACCUMULATION VALUE: The Accumulation Value less the Loan Account Value.
 
NET AMOUNT AT RISK: The Death Benefit before subtraction of outstanding loans,
if any, minus the Accumulation Value.
 
NET PREMIUM PAYMENT: The portion of a Premium Payment, after deduction of the
Premium Load, available for allocation to the Fixed Account and the Variable
Account Sub-Accounts.
 
OWNER. The Owner on the Date of Issue will be the person designated in the
Policy Specifications as having all ownership rights under the Policy. If no
person is designated as Owner, the Insured will be the Owner.
 
PLANNED PREMIUM: The amount of premium the Policy Owner chooses to pay the
Company on a scheduled basis.
 
POLICY: The life insurance contract described in this Prospectus, i.e., either
an individual Policy or a Certificate evidencing an Insured's coverage in a Case
under which flexible premium payments are permitted and the death benefit and
contract values may vary with the investment performance of the funding
option(s) selected.
 
POLICY YEAR: Each twelve-month period, beginning on the Issue Date, during which
the Policy is in effect.
 
PREMIUM LOAD: An amount equal to 6.5% of each Premium Payment, plus 40% of the
Premium Payment(s) in the first Policy Year up to one Guideline Annual Premium.
In the event that the Specified Amount under a Policy is increased, other than
through a change in the Death Benefit Option, an amount equal to 25% of the
increase in the Guideline Annual Premium will be deducted from Premium Payments
received during the 12 months following the increase.
 
PREMIUM PAYMENT: A premium payment made under the Policy.
 
RIGHT-TO-EXAMINE PERIOD: The period of time following the issuance of the Policy
during which the Owner may return the Policy and receive a refund of premiums
paid, the latest of (a) 10 days after the Policy and notice of withdrawal right
is received by the owner, unless otherwise stipulated by state law requirements,
or (b) 45 days after the application for the Policy is signed by the Owner.
 
SETTLEMENT OPTION(S): Several ways in which the Beneficiary may receive a Death
Benefit, or in which the Owner may choose to receive payments upon surrender of
the Policy, through the attachment of a rider.
 
SPECIFIED AMOUNT: The amount (at least $50,000), originally chosen by the Policy
Owner, initially equal to the Death Benefit including any Additional Insurance
Benefit, and which may be increased or decreased as described in this
Prospectus. The Additional Insurance Benefit is excluded from the Specified
Amount when calculating charges and fees for the Policy and when calculating the
Guideline Annual Premium.
 
SUB-ACCOUNT: That portion of the Variable Account which is invested in shares of
a specific Fund.
 
SURRENDER VALUE: The amount an Owner can receive in cash by surrendering the
Policy. This equals the Net Accumulation Value plus any Premium Load credits if
a surrender occurs within 24 months of issue. All of the Surrender Value may be
applied to one or more of the Settlement Options.
 
VALUATION DAY: Every day on which Accumulation Units are valued; any day on
which the New York Stock Exchange is open, except any day on which trading on
the Exchange is restricted, or on which an emergency exists, as determined by
the Securities and Exchange Commission, so that valuation or disposal of
securities is not practicable.
 
VALUATION PERIOD: The period of time beginning on the day following a Valuation
Day and ending on the next Valuation Day. A Valuation Period may be more than
one day in length.
 
VARIABLE ACCOUNT: CG Corporate Insurance Variable Life Separate Account 02.
Consists of all Sub-Accounts invested in shares of the Funds. Variable Account
assets are kept separate from the general assets of the Company and are not
chargeable with the general liabilities of the Company.
 
VARIABLE ACCOUNT VALUE: The portion of the Accumulation Value attributable to
the Variable Account.
 
CORPORATE VARIABLE PRODUCTS SERVICE CENTER: The office of the Company to which
Premium Payments should be sent, notices given and any customer service requests
made. Mailing address: CIGNA Individual Insurance, Corporate Variable Products
Service Center, Routing S-324, Hartford, CT 06152-2324.
 
4
<PAGE>
HIGHLIGHTS
 
                    The Policy is a flexible premium variable life insurance
                    policy. Its values may be accumulated on a fixed or variable
                    basis or a combination of fixed and variable bases. The
                    Policy's provisions may vary in some states.
INITIAL CHOICES
TO BE MADE
                    When purchasing a Policy, the Owner makes three important
                    choices:
 
                    1) Selecting one of the three Death Benefit Options;
                    2) Selecting the amount of Premium Payments to make; and
                    3) Selecting how Net Premium Payments will be allocated
                       among the available funding options.
LEVEL OR VARYING
DEATH BENEFIT
                    At the time of purchase, the Policy Owner (also called the
                    "Owner" in this Prospectus) must choose among the three
                    Death Benefit Options. The amount payable under any option
                    will be determined as of the date of the Insured's death.
                    Under the level Death Benefit Option, the Death Benefit will
                    be the greater of the Specified Amount, or the Corridor
                    Death Benefit. Under the "return of premium" Death Benefit
                    Option, the Death Benefit payable will be the greater of the
                    Specified Amount plus total Premium Payments made, or the
                    Corridor Death Benefit. Under the varying Death Benefit
                    Option, the Death Benefit will be the greater of the
                    Specified Amount plus the Accumulation Value, or the
                    Corridor Death Benefit (See "Death Benefit").
AMOUNT OF
PREMIUM PAYMENT
                    At the time of purchase, the Policy Owner must also choose
                    the amount of premium to be paid. The Owner may vary Premium
                    Payments to some extent and still keep the Policy in force.
                    If the Policy lapses it may be reinstated (See "Lapse and
                    Reinstatement"). Premium Payments are refundable during the
                    Right-to-Examine Period.
SELECTION OF
FUNDING
VEHICLE(S)
                    The Policy Owner must choose how to allocate Net Premium
                    Payments. Net Premium Payments allocated to the Variable
                    Account may be allocated to one or more Sub-Accounts of the
                    Variable Account, each of which invests in shares of a
                    particular Fund. The Initial Premium Payment will not be
                    allocated to the Variable Account until three days following
                    the expiration of the Right-to-Examine Period (see
                    "Short-Term Right to Cancel the Policy"). The Fixed Account
                    may also be elected as an allocation option. Allocations to
                    any Sub-Account or to the Fixed Account must be in whole
                    percentages with a minimum of 10% each. The variable portion
                    of a Policy is supported by the Fund(s) selected as funding
                    vehicle(s). The portion of the Variable Account Value
                    attributable to a particular Fund through the Sub-Account of
                    the Variable Account is not guaranteed and will vary with
                    the investment performance of that Fund.
CHARGES
AND FEES
   
                    There is a 6.5% premium load on all Premium Payments, and an
                    additional 40% premium load on Premium Payments of up to One
                    Guideline Annual Premium in the first Policy Year. In the
                    event that the Specified Amount under a Policy is increased,
                    other than through a change in Death Benefit Option, an
                    additional 25% premium load on Premium Payments up to the
                    increase in the Guideline Annual Premium will be deducted
                    from premiums received during the 12 months following the
                    increase, to the extent such Premium Payments are
                    attributable to the increase in Specified Amount rather than
                    to the previously existing Specified Amount. Of the 6.5%
                    premium load, 1.25% is for certain tax liabilities, 2.25%
                    will be used for premium taxes, and 3.0% is for sales load.
                    See "Charges; Fees -- Premium Load" at page 17 of this
                    Prospectus.
    
 
                    Monthly deductions are made for the Cost of Insurance and
                    any Additional Insurance Benefits.
 
                    A policy issue charge of $250 and monthly deductions of $8
                    per month are also made for administrative expenses.
 
                                                                               5
<PAGE>
                    Daily charges from Variable Account Value are made for the
                    mortality and expense risk, currently at the annual rate of
                    .85% during the first ten Policy Years, .45% during the
                    eleventh through fifteenth Policy Years, and .15%
                    thereafter.
 
                    Daily charges from Variable Account Value are made for
                    administrative expenses, currently at the annual rate of
                    .10% during the first ten Policy Years.
 
                    Investment results for each Sub-Account are affected by each
                    Fund's daily charge for investment advisory fees; these
                    charges vary by Fund and are shown at pp. 10-11 of this
                    Prospectus.
 
                    A transaction fee of $25 is imposed for partial surrenders
                    and for certain transfers in excess of four per Policy Year.
 
                    Interest is charged on Policy loans. The net interest spread
                    (the amount by which interest charged exceeds interest
                    credited) is currently .95% per year in the first ten Policy
                    Years, .45% in Policy Years eleven through fifteen and .15%
                    per year thereafter.
 
   
                    See also "Expense Data" at page 10 of this Prospectus.
    
REDUCTION OF
CHARGES
                    This Policy is available for purchase by corporations and
                    other groups or sponsoring organizations on a Case basis.
                    The Company reserves the right to reduce premium loads or
                    any other charges on certain Cases where it is expected that
                    the amount or nature of such Cases will result in savings of
                    sales, underwriting, administrative or other costs.
                    Eligibility for these reductions and the amount of
                    reductions will be determined by a number of factors,
                    including the number of lives to be insured, the total
                    premiums expected to be paid, total assets under management
                    for the Policyowner, the nature of the relationship among
                    the insured individuals, the purpose for which the Policies
                    are being purchased, expected persistency of the individual
                    Policies, and any other circumstances which the Company
                    believes to be relevant to the expected reduction of its
                    expenses. Some of these reductions may be guaranteed and
                    others may be subject to withdrawal or modification by the
                    Company on a uniform Case basis. Reductions in charges will
                    not be unfairly discriminatory to any Policy Owners.
 
THE COMPANY
 
                    The Company is a stock life insurance company incorporated
                    in Connecticut in 1865. Its Home Office mailing address is
                    Hartford, Connecticut 06152, Telephone (860) 726-6000. It
                    has obtained authorization to do business in fifty states,
                    the District of Columbia and Puerto Rico. The Company issues
                    group and individual life and health insurance policies and
                    annuities. The Company has various wholly-owned subsidiaries
                    which are generally engaged in the insurance business. The
                    Company is a wholly-owned subsidiary of Connecticut General
                    Corporation, Bloomfield, Connecticut. Connecticut General
                    Corporation is wholly-owned by CIGNA Holdings Inc.,
                    Philadelphia, Pennsylvania which is in turn wholly-owned by
                    CIGNA Corporation, Philadelphia, Pennsylvania. Connecticut
                    General Corporation is the holding company of various
                    insurance companies, one of which is Connecticut General
                    Life Insurance Company.
 
                    The Company markets the Policies through independent
                    insurance brokers and general agents who are registered
                    representatives of broker-dealers which are members of the
                    National Association of Securities Dealers, Inc.
 
                    The Company, in common with other insurance companies, is
                    subject to regulation and supervision by the regulatory
                    authorities of the states in which it is licensed to do
                    business. A license from the state insurance department is a
                    prerequisite to the transaction of insurance business in
                    that state. In general, all states have statutory
                    administrative powers. Such regulation relates, among other
                    things, to licensing of insurers and their agents, the
                    approval of policy forms, the methods of computing reserves,
                    the form and content of statutory financial statements, the
                    amount of
 
6
<PAGE>
                    policyholders' and stockholders' dividends, and the type of
                    distribution of investments permitted. A blanket bond for
                    $100 million covers all of the officers and employees of the
                    Company.
 
THE VARIABLE
ACCOUNT
 
                    CG Corporate Insurance Variable Life Insurance Separate
                    Account 02 was established pursuant to a February 23, 1996
                    resolution of the Board of Directors of the Company. Under
                    Connecticut insurance law, the income, gains or losses of
                    the Variable Account are credited without regard to the
                    other income, gains or losses of the Company. The Company
                    serves as the custodian of the assets of the Variable
                    Account. These assets are held for the Policies. Although
                    the assets maintained in the Variable Account will not be
                    charged with any liabilities arising out of any other
                    business conducted by the Company, all obligations arising
                    under the Policies are general corporate liabilities of the
                    Company. Any and all distributions made by the Funds with
                    respect to shares held by the Variable Account will be
                    reinvested in additional shares at net asset value.
                    Deductions and surrenders from the Variable Account will, in
                    effect, be made by surrendering shares of the Funds at net
                    asset value. On each Valuation Day of each Fund, the
                    Variable Account purchases or redeems Fund shares based on a
                    netting of all transactions for that day. Shares of the
                    Funds held in the Variable Account are held by the Company
                    through an open account system, which makes unnecessary the
                    issuance and delivery of stock certificates.
 
                    The Variable Account is registered with the Securities and
                    Exchange Commission ("Commission") as a unit investment
                    trust under the Investment Company Act of 1940. Such
                    registration does not involve supervision of the Variable
                    Account or the Company's management or investment practices
                    or policies by the Commission. The Company does not
                    guarantee the Variable Account's investment performance.
 
                    The Company has four other separate accounts registered as
                    unit investment trusts with the Commission, two for the
                    purpose of funding the Company's variable annuity contracts,
                    and two for the purpose of funding other variable life
                    insurance policies of the Company.
 
THE FUNDS
 
                    Each of the sixteen Sub-Accounts of the Variable Account is
                    invested solely in the shares of one of the sixteen Funds
                    available as funding vehicles under the Policies. Each of
                    the Funds is a series of one of eight entities, all
                    Massachusetts or Delaware business trusts. Each such entity
                    is registered as an open-end, diversified management
                    investment company under the Investment Company Act of 1940.
                    These entities are collectively referred to herein as the
                    "Series Funds."
 
                    The eight Series Funds and their Investment advisers and
                    distributors are:
 
                        Alger American Fund ("Alger Trust") managed by Fred
                        Alger Management, Inc., 75 Maiden Lane, New York, NY
                        10038; and distributed by Fred Alger & Company,
                        Incorporated, 30 Montgomery Street, Jersey City, NJ
                        07302;
 
                        CIGNA Variable Partners Group ("CIGNA Funds"), managed
                        by CIGNA Investments, Inc. and distributed by CIGNA
                        Financial Advisors, Inc., 900 Cottage Grove Road,
                        Hartford, CT 06152.
 
                        Variable Insurance Products Fund I ("Fidelity Trust I"),
                        and Variable Insurance Products Fund II ("Fidelity Trust
                        II"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distributors Corporation, 82
                        Devonshire Street, Boston, MA 02103;
 
                                                                               7
<PAGE>
                        Janus Aspen Series ("Janus Series"), managed by Janus
                        Capital Corporation, 100 Fillmore Street, Suite 500,
                        Denver, CO 80206-4923.
 
                        MFS-Registered Trademark- Variable Insurance
                        Trust-Registered Trademark- ("MFS Trust"), managed by
                        Massachusetts Financial Services Company and distributed
                        by MFS Investor Services, Inc., 500 Boylston Street,
                        Boston, MA 02116;
 
                        OCC Accumulation Trust, managed by OpCap Advisors and
                        distributed by OCC Distributors, One World Financial
                        Center, New York, NY 10281.
 
                        Templeton Variable Products Series Fund ("Templeton
                        Fund"), managed by Templeton Investment Counsel, Inc.,
                        500 E. Broward Blvd., Broward Financial Centre, Fort
                        Lauderdale, FL 33394-3091; and distributed by Franklin
                        Templeton Distributors, Inc., P.O. Box 33030, St.
                        Petersburg, FL 33733-8030;
 
                    Three Funds of ALGER AMERICAN Fund are available under the
                    Policies:
 
                        Alger American Small Cap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Growth Portfolio.
 
                    Two Funds of the CIGNA VARIABLE PRODUCTS GROUP are available
                    under the Policies:
 
                        CIGNA Variable Products Money Market Fund;
 
                        CIGNA Variable Products S&P 500 Index Fund.
 
                    Two Funds of FIDELITY Trust I are available under the
                    Policies:
 
                        Equity-Income Portfolio ("Fidelity Equity-Income
                    Portfolio").
                        High Income Portfolio ("Fidelity High Income Portfolio")
 
                    One Fund of FIDELITY Trust II is available under the
                    Policies.
 
                        Investment Grade Bond Portfolio ("Fidelity Investment
                        Grade Bond Portfolio")
 
                    Two Funds of JANUS ASPEN Series are available under the
                    Policies:
 
                        Short-Term Bond Portfolio;
                        Worldwide Growth Portfolio.
 
                    Two Funds of MFS Trust are available under the Policies:
 
                        MFS Emerging Growth Series;
                        MFS Total Return Series.
 
                    Three Funds of OCC ACCUMULATION Trust are available under
                    the Policies:
 
                        OCC Equity Portfolio;
                        OCC Managed Portfolio;
                        OCC Small Cap Portfolio.
 
                    One Fund of the TEMPLETON VARIABLE PRODUCTS SERIES is
                    available under the Policies:
 
                        Templeton International Fund
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown on pages 10 and 11 of this Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN SMALL CAP PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies where
                    included total market capitalization lies within the range
                    of companies included in the Russell 2000 Growth Index.
 
8
<PAGE>
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, primarily of
                    companies where total market capitalization lies within the
                    range of companies included in the S&P MidCap 400 Index.
 
                    ALGER AMERICAN GROWTH PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies with
                    total market capitalization of $1 billion or greater.
 
                    CIGNA VARIABLE PRODUCTS MONEY MARKET FUND: Seeks to provide
                    as high a level of current income as is consistent with the
                    preservation of capital and liquidity and the maintenance of
                    a stable $1.00 per share net asset value by investing in
                    short-term money market instruments.
 
                    CIGNA VARIABLE PRODUCTS S&P 500 INDEX FUND: Seeks to provide
                    long-term growth of capital by investing principally in
                    common stocks of companies that compose the S&P
                    500-Registered Trademark-.
 
                    FIDELITY HIGH INCOME PORTFOLIO: Seeks high current income by
                    investing primarily in all types of income-producing debt
                    securities, preferred stocks, and convertible securities.
 
                    FIDELITY EQUITY-INCOME PORTFOLIO: Seeks reasonable income by
                    investing primarily in income-producing equity securities,
                    with some potential for capital appreciation, seeking to
                    exceed the composite yield on the securities comprising the
                    Standard and Poor's 500 Composite Stock Price Index.
 
                    FIDELITY INVESTMENT GRADE BOND PORTFOLIO: Seeks high current
                    income by investing primarily in fixed-income securities
                    such as bonds, notes and debentures.
 
                    JANUS ASPEN SERIES SHORT TERM BOND PORTFOLIO: Seeks a high
                    level of current income while minimizing interest rate risk
                    by investing in shorter term fixed-income securities.
 
                    JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO: Seeks
                    long-term growth of capital by investing primarily in common
                    stocks of foreign and domestic issuers.
 
                    MFS EMERGING GROWTH PORTFOLIO: Seeks to provide long-term
                    growth of capital by investing in common stocks of small and
                    medium-sized companies which have the potential for growth.
 
                    MFS TOTAL RETURN PORTFOLIO: Seeks primarily to provide above
                    average income (compared to a portfolio entirely invested in
                    equity securities) consistent with the prudent employment of
                    capital and secondarily to provide a reasonable opportunity
                    for growth of capital and income.
 
                    OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO: Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market capitalization
                    of under $1 billion.
 
                    OCC ACCUMULATION TRUST MANAGED PORTFOLIO: Seeks growth of
                    capital over time through investment in a portfolio of
                    common stocks, bonds and cash equivalents, the percentage of
                    which will vary based on management's assessment of relative
                    investment values.
 
                    OCC ACCUMULATION TRUST EQUITY PORTFOLIO: Seeks long-term
                    capital appreciation through investment in a diversified
                    portfolio of equity securities on the basis of a value
                    oriented approach to investing.
 
                    TEMPLETON INTERNATIONAL FUND: Seeks long-term capital growth
                    through a flexible policy of investing in stocks and debt
                    obligations of companies and governments outside the United
                    States.
 
                                                                               9
<PAGE>
EXPENSE DATA
 
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Net Premium Payments are allocated
to the Variable Account. The table reflects expenses of the Variable Account as
well as of the Individual Funds underlying the Variable Sub-Accounts. The
Mortality and Expense Risk Charge shown is the currently charged rate during the
first ten Policy Years. It currently declines to .45% per year in the eleventh
Policy Year and to .15% in the sixteenth Policy Year. The Mortality and Expense
Risk Charge is guaranteed not to exceed .90% per year. The Administrative
Expense Charge shown is the currently charged rate during the first ten Policy
Years. It is guaranteed not to exceed .30% per year.
 
   
The table does not reflect the monthly deductions for the cost of insurance and
any riders, nor does it reflect the administrative expense monthly deduction of
$8 or the $250 policy issue charge. It also does not reflect premium loads,
administrative charges for transfers and partial surrenders, and any policy loan
interest. The information set forth should be considered together with the
information provided in this Prospectus under the heading "Charges and Fees",
and in each Fund's Prospectus. All expenses are expressed as a percentage of
average account value.
    
 
                                   FEE TABLE
   
<TABLE>
<CAPTION>
                                                                                       FIDELITY VARIABLE INSURANCE
                                            ALGER AMERICAN FUNDS                             PRODUCTS FUNDS
                                --------------------------------------------  ---------------------------------------------
                                                   MIDCAP                                                     INVESTMENT
                                  SMALL CAP        GROWTH         GROWTH       HIGH INCOME   EQUITY INCOME    GRADE BOND
                                     FUND           FUND           FUND         PORTFOLIO      PORTFOLIO       PORTFOLIO
                                --------------  -------------  -------------  -------------  -------------  ---------------
<S>                             <C>             <C>            <C>            <C>            <C>            <C>
SEPARATE ACCOUNT ANNUAL
 EXPENSES
Mortality and Expense Risk
 Charge.......................        0.85%          0.85%          0.85%          0.85%          0.85%           0.85%
Administrative Expense
 Charge.......................        0.10%          0.10%          0.10%          0.10%          0.10%           0.10%
                                       ---            ---            ---            ---            ---             ---
TOTAL SEPARATE ACCOUNT ANNUAL
 EXPENSES.....................        0.95%          0.95%          0.95%          0.95%          0.95%           0.95%
 
FUND PORTFOLIO ANNUAL
 OPERATING EXPENSES
Management Fees...............        0.85%          0.80%          0.75%          0.60%          0.51%           0.45%
Other Expenses................        0.07%          0.10%          0.10%          0.11%          0.10%           0.14%
                                       ---            ---            ---            ---            ---             ---
TOTAL FUND PORTFOLIO ANNUAL
 OPERATING EXPENSES...........        0.92%(1)       0.90%(1)       0.85%(1)       0.71%(2a)      0.61%           0.59%
 
<CAPTION>
                                 MFS-REGISTERED TRADEMARK-
                                     VARIABLE INSURANCE
                                TRUST-REGISTERED TRADEMARK-
                                ----------------------------
                                  EMERGING
                                   GROWTH      TOTAL RETURN
                                   SERIES         SERIES
                                -------------  -------------
<S>                             <C>            <C>
SEPARATE ACCOUNT ANNUAL
 EXPENSES
Mortality and Expense Risk
 Charge.......................       0.85%          0.85%
Administrative Expense
 Charge.......................       0.10%          0.10%
                                      ---            ---
TOTAL SEPARATE ACCOUNT ANNUAL
 EXPENSES.....................       0.95%          0.95%
FUND PORTFOLIO ANNUAL
 OPERATING EXPENSES
Management Fees...............       0.75%          0.75%
Other Expenses................       0.25%(3b)      0.25%(3b)
                                      ---            ---
TOTAL FUND PORTFOLIO ANNUAL
 OPERATING EXPENSES...........       1.00%(3a)      1.00%(3a)
</TABLE>
    
 
- ------------------------------
(1)  Alger  management has agreed to reimburse the Portfolios to the extent that
     the  annual  operating  expenses  (excluding  interest,  taxes,  fees   for
     brokerage  services and extraordinary expenses) of the Alger American Small
     Capitalization Portfolio exceed 1.50%; the Alger American Growth  Portfolio
     exceed  1.50%; and the Alger American  MidCap Growth Portfolio exceed 1.50%
     of the average net assets of the applicable Portfolio for any fiscal  year.
     In  addition, from time  to time, Alger Management,  in its sole discretion
     and as it deems appropriate, may assume certain expenses of one or more  of
     the  Portfolios  while  retaining  the  ability  to  be  reimbursed  by the
     applicable Portfolio for such amounts prior to the end of the fiscal  year.
     This  will have the  effect of lowering  the applicable Portfolio's overall
     expense ratio and of increasing yield to investors, or the converse, at the
     time such amounts are assumed or reimbursed, as the case may be.
 
(2a) A portion of  the brokerage commissions  that Equity-Income Portfolio  paid
     were  used to  reduce the  fund's expenses.  Without this  reduction, total
     expenses would still have been 0.71%.
 
   
(3a) The Advisor has agreed to bear, subject to reimbursement, expenses for each
     of the  Emerging Growth  Series  and Total  Return  Series such  that  each
     Series'  aggregate operating  expenses shall  not exceed,  on an annualized
     basis, 1.00% of the average daily net assets of the Series from November 2,
     1994 through December 31,  1996, 1.25% of the  average daily net assets  of
     the  Series from January 1,  1997 through December 31,  1998, and 1.50 % of
     the average daily  net assets of  the Series from  January 1, 1999  through
     December  21, 2004; provided however that this obligation may be terminated
     or revised at any time.  Absent this expense arrangement, "Other  Expenses"
     for  the Emerging Growth Series and Total  Return Series would be 2.16% and
     2.02%, respectively,  and "Total  Operating Expenses"  would be  2.91%  and
     2.77%, respectively, for these Series.
    
 
   
(3b) Each  Series has  an expense offset  arrangement which  reduces the Series'
     custodian fee based upon the amount  of cash maintained by the Series  with
     its  custodian and dividend disbursing agent, and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Series' expenses).  Any such fee reductions are  not
     reflected under "Other Expenses."
    
 
10
<PAGE>
   
                             FEE TABLE (CONTINUED)
    
 
   
<TABLE>
<CAPTION>
                                                                            TEMPLETON
                                                                             VARIABLE
                                                JANUS ASPEN SERIES           PRODUCTS
         OCC ACCUMULATION TRUST            -----------------------------  --------------   CIGNA VARIABLE PRODUCTS
- -----------------------------------------    WORLDWIDE                      TEMPLETON     --------------------------
  SMALL CAP      MANAGED        EQUITY        GROWTH        SHORT TERM    INTERNATIONAL   MONEY MARKET    S&P 500
  PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO    BOND PORTFOLIO       FUND           FUND       INDEX FUND
- -------------  ------------  ------------  -------------  --------------  --------------  ------------  ------------
<S>            <C>           <C>           <C>            <C>             <C>             <C>           <C>
      0.85%          0.85%         0.85%         0.85%           0.85%           0.85%          0.85%         0.85%
      0.10%          0.10%         0.10%         0.10%           0.10%           0.10%          0.10%         0.10%
       ---            ---           ---           ---             ---             ---            ---         -----
      0.95%          0.95%         0.95%         0.95%           0.95%           0.95%          0.95%         0.95%
 
      0.80%          0.80%         0.80%         0.68%           0.00%           0.49%          0.35%         0.25%
      0.20%          0.14%         0.20%         0.22%           0.70%           0.22%          0.15%(6b)       0.35%(6b)
       ---            ---           ---           ---             ---             ---            ---         -----
      1.00%(4)       0.94%(4)       1.00%(4)       0.90%(5)        0.70%(5)        0.71%        0.50%(6a)       0.60%(6a)
</TABLE>
    
 
- ------------------------------
   
(4)  The annual expenses of the OCC Accumulation Trust Equity, Managed and Small
     Cap  Portfolios as of December  31, 1995 have been  restated to reflect new
     management fee and expense limitation arrangements  in effect as of May  1,
     1996.  Effective May  1, 1996,  the expenses of  the Portfolios  of the OCC
     Accumulation Trust  are contractually  limited by  OpCap Advisors  so  that
     their respective annualized operating expenses do not exceed 1.25% of their
     respective  average daily net assets.  Furthermore, through April 30, 1997,
     the annualized operating  expenses of  the OCC  Accumulation Trust  Equity,
     Managed,  and Small  Cap Portfolios  will be  voluntarily limited  by OpCap
     Advisors so that annualized operating  expenses of these Portfolios do  not
     exceed  1.00% of  their respective average  daily net  assets. Without such
     voluntary  expense  limitations,  and  taking  into  account  the   revised
     contractual provisions effective May 1, 1996 concerning management fees and
     expense   limitations,  the  Management  Fees,  Other  Expenses  and  Total
     Portfolio Annual Expenses incurred for  the fiscal year ended December  31,
     1995  would have been:  .80%, .45% and 1.25%,  respectively, for the Equity
     Portfolio; .80%, .14%  and .94%, respectively,  for the Managed  Portfolio;
     and .80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.
    
 
(5)  The  fees  and  expenses  are  based  on  expenses  before  expense  offset
     arrangements for the fiscal year  ended December 31, 1995. The  information
     for  the Portfolios is net of fee waivers or reductions from Janus Capital.
     Fee reductions for  the Worldwide Growth  Portfolio reduces the  management
     fee  to the level of the corresponding Janus retail fund. Other waivers, if
     applicable, are first applied against  the management fee and then  against
     other  expenses. Without  such waivers  or reductions,  the Management Fee,
     Other Expenses,  and Total  Portfolio Operating  Expenses would  have  been
     0.87%,  0.22% and 1.09%,  respectively, for the  Worldwide Growth Portfolio
     and  0.65%,  0.72%  and  1.37%,  respectively,  for  the  Short-Term   Bond
     Portfolio.
 
(6a) CIGNA  Investments,  Inc., the  fund's advisor,  has voluntarily  agreed to
     reimburse such portion of its management  fee as is necessary to cause  the
     Total Fund Operating Expenses during each calendar year not to exceed 0.50%
     of  the average daily net asset value of the Money Market Fund and 0.60% of
     the average  daily net  asset value  of the  S&P 500  Index Fund.  If  this
     reimbursement  is not sufficient to cause the Total Fund Operating Expenses
     of the fund not  to exceed the applicable  percentage of average daily  net
     asset  value, CIGNA Investments, Inc. has agreed to pay such other expenses
     of the fund  as is  necessary to keep  Total Fund  Operating Expenses  from
     exceeding  the applicable  percentage. These arrangements  will continue in
     effect until  the end  of the  fiscal year  ending December  31, 1996,  and
     afterwards  to  the  extent  described  in  the  fund's  prospectus.  It is
     currently expected that the  fund's advisor will, as  to the S&P 500  Index
     Fund,  not allow Total Fund Operating Expenses  for 1997 to exceed 0.25% of
     average daily net asset value. To the extent management fees are reimbursed
     by CIGNA  Investments,  Inc.,  or  expenses  of  the  fund  paid  by  CIGNA
     Investments,  Inc., the total  return to shareholders  will increase. Total
     return to shareholders will decrease to  the extent management fees are  no
     longer reimbursed or expenses of the fund are no longer paid.
 
(6b) Total expenses for the S&P 500 Index Fund for 1995 were 0.73% of the Fund's
     average daily net asset value. The stated Other Expenses and Total Expenses
     reflect the current voluntary expense limitation effective January 1, 1996.
     As  to the Money Market Fund, Other Expenses are based on estimated amounts
     for the  current  fiscal year.  Other  Expenses include  all  expenses  not
     specifically assumed by CIGNA Investments, Inc.
 
                                                                              11
<PAGE>
                    GENERAL
 
                    There is no assurance that the investment objective of any
                    of the Funds will be met. A Policy Owner bears the complete
                    investment risk for Accumulation Values allocated to a
                    Sub-Account. Each of the Sub-Accounts involves inherent
                    investment risk, and such risk varies significantly among
                    the Sub-Accounts. Policy Owners should read each Fund's
                    prospectus carefully and understand the Funds' relative
                    degrees of risk before making or changing investment
                    choices. Additional Funds may, from time to time, be made
                    available as investments to underlie the Policies. However,
                    the right to make such selections will be limited by the
                    terms and conditions imposed on such transactions by the
                    Company (See "Premium Payments").
 
                    SUBSTITUTION OF SECURITIES
 
                    If the shares of any Fund should no longer be available for
                    investment by the Variable Account or if, in the judgment of
                    the Company, further investment in such shares should become
                    inappropriate in view of the investment objectives of the
                    Policies, the Company may substitute shares of another Fund.
                    No substitution of securities in any Sub-Account may take
                    place without prior approval of the Commission and under
                    such requirements as it may impose.
 
                    VOTING RIGHTS
 
                    In accordance with its view of present applicable law, the
                    Company will vote the shares of each Fund held in the
                    Variable Account at special meetings of the shareholders of
                    the particular Series Fund in accordance with written
                    instructions received from persons having the voting
                    interest in the Variable 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
                    Series Funds 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 appropriate
                    Series Fund not more than sixty (60) days prior to the
                    meeting of the particular Series Fund. Voting instructions
                    will be solicited by written communication at least fourteen
                    (14) days prior to the meeting.
 
   
                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of the Company and
                    other life insurance companies. The Series Funds do not
                    foresee any disadvantage to Policy Owners arising out of the
                    fact that shares may be made available to separate accounts
                    which are used in connection with both variable annuity and
                    variable life insurance products, and with both the separate
                    accounts of the Company and those of other life insurance
                    companies. Nevertheless, the Series Funds' Boards intend to
                    monitor events in order to identify any material
                    irreconcilable conflicts which may possibly arise and to
                    determine what action, if any, should be taken in response
                    thereto. If such a conflict were to occur, one of the
                    separate accounts might withdraw its investment in a Fund.
                    This might force a Fund to sell portfolio securities at
                    disadvantageous prices.
    
 
                    FUND PARTICIPATION AGREEMENTS
 
                    The Company has entered into agreements with the various
                    Series Funds and their advisers or distributors under which
                    the Company makes the Funds available under the Policies and
                    performing certain administrative services. In some cases,
                    the advisers or distributors may compensate the Company
                    therefor.
 
12
<PAGE>
DEATH BENEFIT
 
                    DEATH BENEFIT OPTIONS
 
                    Three different Death Benefit Options are available. The
                    amount payable under each option will be determined as of
                    the date of the Insured's death. Option B will be in effect
                    unless Option A or Option C has been elected in the
                    application for the Policy or unless a change has been
                    allowed.
 
                    Under OPTION A the Death Benefit will be the greater of the
                    Specified Amount (a minimum of $50,000 as of the date of
                    this Prospectus) plus the Accumulation Value, or the
                    Corridor Death Benefit. Option A provides a varying Death
                    Benefit which increases or decreases over time, depending on
                    the amount of premium paid and the investment performance of
                    the underlying funding options chosen.
 
                    Under OPTION B the Death Benefit will be the greater of the
                    Specified Amount or Corridor Death Benefit. Option B
                    provides a level Death Benefit until the Corridor Death
                    Benefit exceeds the Specified Amount.
 
                    Under OPTION C, the Death Benefit will be the greater of the
                    Specified Amount plus Premium Payments made, or the Corridor
                    Death Benefit. Option C provides a Death Benefit which
                    increases based on Premium Payments.
 
                    Under each of Option A, Option B, and Option C the amount
                    payable upon death will be the Death Benefit, reduced by
                    partial surrenders and by the amount necessary to repay any
                    loans in full.
 
                    CHANGES IN DEATH BENEFIT OPTION
 
                    A Death Benefit Option change will be allowed upon the
                    Owner's written request to the Corporate Variable Products
                    Service Center in form satisfactory to the Company, subject
                    to the following conditions:
 
                    -  The change will take effect on the Monthly Anniversary
                       Day following the date of receipt of the request.
 
                    -  No change in the Death Benefit Option may reduce the
                       Specified Amount below $50,000.
 
                    -  For changes from Option B to Option A, the new Specified
                       Amount will equal the Death Benefit less the Accumulation
                       Value at the time of the change.
 
                    -  For changes from Option B to Option C, the new Specified
                       Amount will equal the Death Benefit less premiums paid at
                       the time of the change.
 
                    -  For changes from Option A to Option B, the new Specified
                       Amount will equal the Death Benefit at the time of the
                       change.
 
                    -  For changes from Option A to Option C, the new Specified
                       Amount will equal the Death Benefit less premiums paid at
                       the time of the change.
 
                    -  For changes from Option C to Option A, the new Specified
                       Amount will equal the Death Benefit less the Accumulation
                       Value at the time of the change.
 
                    -  For changes from Option C to Option B, the new Specified
                       Amount will equal the Death Benefit at the time of the
                       change.
 
                                                                              13
<PAGE>
                    PAYMENT OF DEATH BENEFIT
 
                    The Death Benefit under the Policy will be paid in a lump
                    sum within seven days after receipt at the Corporate
                    Variable Products Service Center of due proof of the
                    Insured's death (a certified copy of the death certificate),
                    unless the Owner or the Beneficiary has elected that it be
                    paid under one or more of the Settlement Options (See
                    "Settlement Options"). Payment of the Death Benefit may be
                    delayed if the Policy is being contested.
 
                    While the Insured is living, the Owner may elect a
                    Settlement Option for the Beneficiary and deem it
                    irrevocable, and may revoke or change a prior election. The
                    Beneficiary may make or change an election within 90 days of
                    the death of the Insured, unless the Owner has made an
                    irrevocable election.
 
                    All or a part of the Death Benefit may be applied under one
                    or more of the Settlement Options, or such other options as
                    the Company may make available in the future.
 
                    If the Policy is assigned as collateral security, the
                    Company will pay any amount due the assignee in one lump
                    sum. Any excess Death Benefit due will be paid as elected.
 
                    A Policy must satisfy either of two testing methods to
                    qualify as a life insurance contract for tax purposes under
                    Section 7702 of the Internal Revenue Code of 1986, as
                    amended. At the time of purchase, the Owner must choose a
                    Policy which uses either the Guideline Premium test or the
                    Cash Value Accumulation test. Both methods require a life
                    insurance Policy to meet minimum ratios of life insurance
                    coverage to Accumulation Value ("Applicable Percentages").
 
                    The Applicable Percentages for the Guideline Premium test
                    are 250% through Attained Age 40, decreasing over time to
                    150% at Attained Age 55, 120% at Attained Age 65 and 101% at
                    Attained Age 94 and above. The Guideline Premium test also
                    restricts the maximum premiums that may be paid into a life
                    insurance policy for a specified Death Benefit. The Cash
                    Value Accumulation test does not limit premiums which may be
                    paid but has higher required Applicable Percentages.
                    Applicable Percentages under the Cash Value Accumulation
                    Test for Non-Smokers decrease over time from 727% at
                    Attained Age 20, to 378% at Attained Age 40, and to 101% at
                    Attained Age 100.
 
                    See also Tax Matters.
 
14
<PAGE>
                    CHANGES IN SPECIFIED AMOUNT
 
                    Changes in the Specified Amount of a Policy can be made by
                    submitting a written request to the Corporate Variable
                    Products Service Center in form satisfactory to the Company.
 
                    Changes in the Specified Amount are subject to the following
                    conditions:
 
                    -  Satisfactory evidence of insurability and a supplemental
                       application may be required for an increase in the
                       Specified Amount.
 
   
                    -  An increase in the Specified Amount, other than through a
                       change in the Death Benefit Option, will result in an
                       additional 25% Premium Load on Premium Payments up to the
                       increase in the Guideline Annual Premium on Premium
                       Payments received during the 12 months following the
                       increase, to the extent such Premium Payments are
                       attributable to the increase in Specified Amount rather
                       than to the previously existing Specified Amount.
    
 
                    -  No decrease may reduce the Specified Amount to less than
                       $50,000.
 
                    -  No decrease may reduce the Specified Amount below the
                       minimum required to maintain the Policy's status under
                       the Code as a life insurance policy.
 
PREMIUM
PAYMENTS;
TRANSFERS
 
                    PREMIUM PAYMENTS
 
                    The Policies provide for flexible premium payments. Premium
                    Payments are payable in the frequency and in the amount
                    selected by the Policy Owner. The initial Premium Payment is
                    due on the Issue Date and is payable in advance. The minimum
                    payment is the amount necessary to maintain a positive
                    Surrender Value. The Company reserves the right to decline
                    any application or Premium Payment.
 
                    After the initial Premium Payment, all Premium Payments must
                    be sent directly to the Corporate Variable Products Service
                    Center and will be deemed received when actually received
                    there.
 
                    The Policy Owner may elect to increase, decrease or change
                    the frequency of Premium Payments.
 
                    PLANNED PREMIUMS are Premium Payments scheduled when a
                    Policy is applied for.
 
                    ADDITIONAL PREMIUMS are any Premium Payments made ($500
                    minimum) in addition to Planned Premiums.
 
                    PREMIUM INCREASES. At any time, the Owner may increase
                    Planned Premiums, or pay Additional Premiums, but:
 
                    -  Evidence of insurability may be required if the
                       Additional Premium or the new Planned Premium during the
                       current Policy Year would increase the difference between
                       the Death Benefit and the Accumulation Value. If
                       satisfactory evidence of insurability is requested and
                       not provided, the increase in premium will be refunded
                       without interest and without participation of such
                       amounts in any underlying funding options.
 
                    -  In no event may the total of all Premium Payments exceed
                       the then-current maximum premium limitations established
                       by federal law for a Policy to qualify as life insurance.
                       If, at any time, a Premium Payment would result in total
                       Premium Payments exceeding such maximum premium
                       limitation, the Company will only
 
                                                                              15
<PAGE>
                       accept that portion of the Premium Payment which will
                       make total premiums equal the maximum. Any part of the
                       Premium Payment in excess of that amount will be returned
                       or applied as otherwise agreed and no further Premium
                       Payments will be accepted until allowed by the
                       then-current maximum premium limitations prescribed by
                       law.
 
                    -  If there is any Policy indebtedness, any additional Net
                       Premium Payments will be used first as a loan repayment
                       with any excess applied as an additional Net Premium
                       Payment.
 
                    ALLOCATION OF NET PREMIUM PAYMENTS
 
                    At the time of purchase of the Policy, the Owner must decide
                    how to allocate Net Premium Payments among the Sub-Accounts
                    and the Fixed Account. Allocation to any one Variable
                    Account Sub-Account or to the Fixed Account cannot be less
                    than 10% of the Net Premium Payment, and must be in whole
                    percentages. For each Variable Account Sub-Account, the Net
                    Premium Payments are converted into Accumulation Units. The
                    number of Accumulation Units credited to the Policy is
                    determined by dividing the Net Premium Payment allocated to
                    the Sub-Account by the value of the Accumulation Unit for
                    the Sub-Account.
 
                    During the Right-to-Examine Period, the Net Premium Payment
                    will be allocated to the CIGNA Variable Products Group Money
                    Market Fund of the Variable Account, and earnings credited
                    from the Issue Date if the Premium Payment was received on
                    or before the Issue Date. The Company will allocate the
                    initial Net Premium Payment directly to the Sub-Account(s)
                    selected by the Owner within three days after expiration of
                    the Right-to-Examine Period.
 
                    Unless the Company is directed otherwise by the Policy
                    Owner, subsequent Net Premium Payments will be allocated on
                    the same basis as the most recent previous Net Premium
                    Payment. Such allocation will occur as of the next Valuation
                    Period after each payment is received.
 
                    The allocation for future Premium Payments may be changed at
                    any time free of charge. Any new allocation will apply to
                    Premium Payments made more than one week after the Company
                    receives the notice of the new allocation. Any new
                    allocation must allocate a minimum of 10% to any single
                    funding vehicle and must be expressed in whole percents.
 
                    TRANSFERS
 
                    Values may, at any time, be transferred ($500 minimum) from
                    one Sub-Account to another. Within the 30 days prior to each
                    Policy Anniversary, the Owner may also transfer a portion of
                    one or more Sub-Accounts to the Fixed Account. Transfers
                    from the Fixed Account are allowed in the 30-day period
                    following a Policy Anniversary and will be effective as of
                    the next Valuation Day after a request is received in good
                    order at the Corporate Variable Products Service Center. The
                    cumulative amount of transfers from the Fixed Account within
                    any such 30-day period cannot exceed 20% of the Fixed
                    Account Value on the most recent Policy Anniversary. If the
                    Fixed Account Value as of any Policy Anniversary is less
                    than $5,000, however, this condition will not apply. The
                    Company may further limit transfers from the Fixed Account
                    at any time.
 
   
                    Subject to the above restrictions, up to four transfers may
                    be made in any Policy Year without charge, and any value
                    remaining in the Fixed Account or a Sub-Account after a
                    transfer must be at least $500. Transfers must be made in
                    writing unless other arrangements have been previously
                    approved by the Company. A charge of $25 may be imposed for
                    the fifth and succeeding transfers in any Policy Year.
    
 
16
<PAGE>
                    Any transfer among the Funds or to the Fixed Account will
                    result in the crediting and cancellation of Accumulation
                    Units based on the Accumulation Unit values next determined
                    after a written request is received at the Corporate
                    Variable Products Service Center. Transfer requests must be
                    received by the Corporate Variable Products Center by 4:00
                    Eastern Time in order to be effective that day. Any transfer
                    made which causes the remaining value of Accumulation Units
                    for a Sub-Account to be less than $500 will result in those
                    remaining Accumulation Units being cancelled and their
                    aggregate value reallocated proportionately among the other
                    funding options chosen. The Policy Owner should carefully
                    consider current market conditions and each Fund's
                    investment policies and related risks before allocating
                    money to the Sub-Accounts. See pages 8-11 of this
                    Prospectus.
 
                    The Company, at its sole discretion, may waive minimum
                    balance requirements on the Sub-Accounts.
 
CHARGES;
FEES
 
                    PREMIUM LOAD
 
   
                    A deduction of 6.5% from every Premium Payment will be made
                    to cover the premium load. An additional 40% on Premium
                    Payments up to one Guideline Annual Premium will be deducted
                    in the first Policy Year. In the event that the Specified
                    Amount under a Policy is increased, other than through a
                    change in the Death Benefit Option, an additional 25%
                    Premium Load on Premium Payments up to the increase in the
                    Guideline Annual Premium will be deducted from Premium
                    Payments received during the 12 months following the
                    increase, to the extent such Premium Payments are
                    attributable to the increase in Specified Amount rather than
                    to the previously existing Specified Amount. This load
                    represents state taxes and federal income tax liabilities
                    and a portion of the sales expenses incurred by the Company.
                    The Company estimates that 2.25% of this deduction will be
                    used for premium taxes, which may be higher or lower than
                    the actual tax imposed by the applicable jurisdiction; it is
                    in the mid-range of state premium taxes, which range from
                    1.75% to 5.0%. The Company estimates 1.25% of each Premium
                    Payment will be used to meet federal income tax liabilities
                    attributable to the treatment of deferred acquisition costs.
                    The remaining 3.0% of the deduction (plus 40% of up to one
                    Guideline Annual Premium during the first Policy Year) is
                    for sales load. There is no deferred sales charge. The sales
                    load will not exceed maximum sales charges permitted under
                    the 1940 Act.
    
 
                    POLICY ISSUE FEE
 
                    A policy issue fee of $250 is deducted from the Accumulation
                    Value for a portion of the Company's administrative
                    expenses.
 
                    MONTHLY DEDUCTIONS
 
                    A Monthly Deduction of $8 is made from the Net Accumulation
                    Value for administrative expenses. This charge is for items
                    such as premium billing and collection, policy value
                    calculation, confirmations and periodic reports and will not
                    exceed the Company's costs.
 
                    A Monthly Deduction is also made from the Net Accumulation
                    Value for the Cost of Insurance and any charges for
                    supplemental riders. The Cost of Insurance depends on the
                    attained age, years since issue and risk class (in
                    accordance with state law) of the Insured and the current
                    Net Amount at Risk.
 
                                                                              17
<PAGE>
                    The Cost of Insurance is determined by subtracting the
                    Accumulation Value at the previous Monthly Anniversary Day
                    from the Death Benefit at the previous Monthly Anniversary
                    Day, and multiplying the result (the Net Amount at Risk) by
                    the applicable Cost of Insurance Rate as determined by the
                    Company. The Guaranteed Maximum Cost of Insurance Rates, per
                    $1,000 of Net Amount at Risk, for standard risks are based
                    on the 1980 Commissioners Standard Ordinary Mortality
                    Table-B, Age Nearest Birthday (1980 CSO).
 
                    These Monthly Deductions are deducted proportionately from
                    the value of each funding option. This is accomplished for
                    the Sub-Accounts by canceling Accumulation Units and
                    withdrawing the value of the canceled Accumulation Units
                    from each funding option in the same proportion as their
                    respective values have to the Net Accumulation Value. The
                    Monthly Deductions are made on the Monthly Anniversary Day.
 
                    ADMINISTRATIVE FEE
 
                    For administrative costs a daily deduction, currently
                    equivalent to .10% per year during the first ten Policy
                    Years, is made from amounts held in the Variable Account.
                    This deduction is guaranteed not to exceed .30% per year.
 
                    TRANSACTION FEE FOR EXCESS TRANSFERS
 
                    There will be a $25 transaction fee for each transfer
                    between funding options in excess of four during any Policy
                    Year.
 
                    MORTALITY AND EXPENSE RISK CHARGE
 
                    For mortality and expense risks, a daily deduction,
                    currently equivalent to .85% per year during the first ten
                    Policy Years, .45% per year during the eleventh through
                    fifteenth Policy Years and .15% thereafter, is made from
                    amounts held in the Variable Account. This deduction is
                    guaranteed not to exceed .90% per year.
 
                    SURRENDERS DURING FIRST TWO POLICY YEARS -- REFUND OF
                    PORTION OF PREMIUM LOAD
 
                    If the Policy is surrendered during the first 12 months
                    after issue a credit will be paid equal to 60% of all
                    Premium Loads previously deducted. If the Policy is
                    surrendered during the months 13 through 24, the credit will
                    equal 30% of all Premium Loads previously deducted.
 
   
                    In no event, however, in the event of a Policy surrender
                    during the first two Policy Years, will the Aggregate
                    Premium Load retained by the Company for sales and
                    promotional expense exceed 30% of the sum of Premium
                    Payments in the first two Policy Years up to one Guideline
                    Annual Premium, plus 10% of Premium Payments in the first
                    two Policy Years between one and two times one Guideline
                    Annual Premium plus 9% of Premium Payments in the first two
                    Policy Years in excess of two times one Guideline Annual
                    Premium. Any surrenders may result in tax implications. See
                    "Tax Matters".
    
 
                    Based on its actuarial determination, the Company is not
                    certain whether the Premium Load, the policy issue fee and
                    the monthly administrative expense deduction will cover all
                    sales and administrative expenses which the Company will
                    incur in connection with the Policy. Any shortfall,
                    including but not limited to payment of sales and
                    distribution expenses, would be available for recovery from
                    the General Account of the Company, which supports insurance
                    and annuity obligations.
 
18
<PAGE>
THE FIXED
ACCOUNT
 
                    The Fixed Account is funded by the assets of the Company's
                    General Account. Amounts held in the Fixed Account are
                    guaranteed and will be credited with interest at rates equal
                    to the lesser of 4% per year or the prevailing 30 day
                    Treasury Bill Rate as of the last day of the preceding
                    calendar month.
 
                    THE FIXED ACCOUNT IS MADE UP OF THE GENERAL ASSETS OF THE
                    COMPANY OTHER THAN THOSE ALLOCATED TO ANY SEPARATE ACCOUNT.
                    THE FIXED ACCOUNT IS PART OF THE COMPANY'S GENERAL ACCOUNT.
                    BECAUSE OF APPLICABLE EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
                    INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED
                    UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), AND
                    NEITHER THE FIXED ACCOUNT NOR THE COMPANY'S GENERAL ACCOUNT
                    HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940
                    (THE "1940 ACT"). THEREFORE, NEITHER THE FIXED ACCOUNT NOR
                    ANY INTEREST THEREIN IS GENERALLY SUBJECT TO REGULATION
                    UNDER THE PROVISIONS OF THE 1933 ACT OR THE 1940 ACT.
                    ACCORDINGLY, THE COMPANY HAS BEEN ADVISED THAT THE STAFF OF
                    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE
                    DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.
 
POLICY VALUES
 
                    ACCUMULATION VALUE
 
                    Once a Policy has been issued, each Net Premium Payment
                    allocated to a Sub-Account of the Variable Account is
                    credited in the form of Accumulation Units, representing the
                    Fund in which assets of that Sub-Account are invested. Each
                    Net Premium Payment will be credited to the Policy as of the
                    end of the Valuation Period in which it is received at the
                    Corporate Variable Products Service Center (or portion
                    thereof allocated to a particular Sub-Account). The number
                    of Accumulation Units credited is determined by dividing the
                    Net Premium Payment by the value of an Accumulation Unit
                    next computed after receipt. Since each Sub-Account has a
                    unique Accumulation Unit value, a Policy Owner who has
                    elected a combination of funding options will have
                    Accumulation Units credited from more than one source.
 
                    The Accumulation Value of a Policy is determined by: (a)
                    multiplying the total number of Accumulation Units credited
                    to the Policy for each applicable Sub-Account by its
                    appropriate current Accumulation Unit value; (b) if a
                    combination of Sub-Accounts is elected, totaling the
                    resulting values; and (c) adding any values attributable to
                    the General Account (i.e., the Fixed Account Value and the
                    Loan Account Value).
 
                    The number of Accumulation Units credited to a Policy will
                    not be changed by any subsequent change in the value of an
                    Accumulation Unit. Such value may vary from Valuation Period
                    to Valuation Period to reflect the investment experience of
                    the Fund used in a particular Sub-Account.
 
                    The Fixed Account Value reflects amounts allocated to the
                    General Account through payment of premiums or transfers
                    from the Variable Account. The Fixed Account Value is
                    guaranteed; however, there is no assurance that the Variable
                    Account Value of the Policy will equal or exceed the Net
                    Premium Payments allocated to the Variable Account.
 
                    Each Policy Owner will be advised at least annually as to
                    the number of Accumulation Units which remain credited to
                    the Policy, the current Accumulation Unit values, the
                    Variable Account Value, the Fixed Account Value and the Loan
                    Account Value.
 
                    Accumulation Value will be affected by Monthly Deductions.
 
                                                                              19
<PAGE>
                    VARIABLE ACCUMULATION UNIT VALUE
 
                    The value of a Variable Accumulation Unit for any Valuation
                    Period is determined by multiplying the value of that
                    Variable Accumulation Unit for the immediately preceding
                    Valuation Period by the Net Investment Factor for the
                    current period for the appropriate Sub-Account. The Net
                    Investment Factor is determined separately for each
                    Sub-Account by dividing (a) by (b) and subtracting (c) from
                    the results where (a) equals the net asset value per share
                    of the Fund held in the Sub-Account at the end of a
                    Valuation Period plus the per share amount of any
                    distribution declared by the Fund if the "ex-dividend" date
                    is during the Valuation Period plus or minus taxes or
                    provisions for taxes, if any, attributable to the operation
                    of the Sub-Account during the Valuation Period; (b) equals
                    the net asset value per share of the Fund held in the
                    Sub-Account at the beginning of that Valuation Period, and
                    (c) is the daily charge for mortality and expense risk plus
                    the daily fee for administration multiplied by the number of
                    days in the Valuation Period.
 
                    SURRENDER VALUE
 
                    The Surrender Value of a Policy is the amount the Owner can
                    receive in cash by surrendering the Policy. All or part of
                    the Surrender Value may be applied to one or more of the
                    Settlement Options available through a rider attached to the
                    Policy.
 
SURRENDERS
 
                    PARTIAL SURRENDERS
 
                    A partial surrender may be made at any time by written
                    request to the Corporate Variable Products Service Center
                    during the lifetime of the Insured and while the Policy is
                    in force. A $25 transaction fee is charged.
 
                    The amount of a partial surrender may not exceed 90% of the
                    Net Accumulation Value at the end of the Valuation Period in
                    which the election becomes or would become effective, and
                    may not be less than $500.
 
                    For Option B and C Policies (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value, Death Benefit,
                    and Specified Amount. The Specified Amount and Accumulation
                    Value will be reduced by equal amounts and will reduce any
                    past increases in the reverse order in which they occurred.
 
                    For an Option A Policy (See "Death Benefit"): A partial
                    surrender will reduce the Accumulation Value and the Death
                    Benefit, but it will not reduce the Specified Amount.
 
                    The Specified Amount remaining in force after a partial
                    surrender may not be less than $50,000. Any request for a
                    partial surrender that would reduce the Specified Amount
                    below this amount will not be granted. In addition, if,
                    following the partial surrender and the corresponding
                    decrease in the Specified Amount, the Policy would not
                    comply with the maximum premium limitations required by
                    federal tax law, the decrease may be limited to the extent
                    necessary to meet the federal tax law requirements.
 
                    If, at the time of a partial surrender, the Net Accumulation
                    Value is attributable to more than one funding option, the
                    $25 transaction charge and the amount paid upon the
                    surrender will be taken proportionately from the values in
                    each funding option, unless the Policy Owner and the Company
                    agree otherwise.
 
                    FULL SURRENDERS
 
                    A full surrender may be made at any time. The Company will
                    pay the Surrender Value next computed after receiving the
                    Owner's written request at the Corporate Variable
 
20
<PAGE>
                    Products Service Center in a form satisfactory to the
                    Company. Payment of any amount from the Variable Account on
                    a full surrender will usually be made within seven calendar
                    days thereafter.
 
                    DEFERRAL OF PAYMENT AND TRANSFERS
 
                    Payment of the surrendered amount from the Variable Account
                    may be postponed when the New York Stock Exchange is closed
                    and for such other periods as the Commission may require.
                    Payment or transfer from the Fixed Account may be deferred
                    up to six months at the Company's option. If the Company
                    exercises its right to defer such payments or transfers
                    interest will be added as required by law.
 
LAPSE AND
REINSTATEMENT
 
                    LAPSE OF A POLICY
 
                    If there have been any loans or partial surrenders, and
                    depending on the investment performance of the funding
                    options, the Accumulation Value may be insufficient to keep
                    this Policy in force, and payment of an additional premium
                    may be necessary. The Policy may lapse unless there is
                    sufficient Surrender Value to cover the Monthly Deduction.
 
                    A lapse occurs if a Monthly Deduction is greater than the
                    Surrender Value and no payment to cover the Monthly
                    Deduction is made within the Grace Period. The Company will
                    send the Owner a lapse notice at least 31 days before the
                    Grace Period expires.
 
                    REINSTATEMENT OF A LAPSED POLICY
 
                    The Owner can apply for reinstatement at any time during the
                    Insured's lifetime. To reinstate a Policy, the Company will
                    require satisfactory evidence of insurability and an amount
                    sufficient to pay for the current Monthly Deduction plus two
                    additional Monthly Deductions.
 
                    If the Policy is reinstated within five years of the Issue
                    Date, all values including the Loan Account Value will be
                    reinstated to the point they were on the date of lapse.
 
                    If the Policy is reinstated after five years following the
                    Issue Date, it will be reinstated on the Monthly Anniversary
                    Day following the Company approval. The Accumulation Value
                    at reinstatement will be the Net Premium Payment then made
                    less the Monthly Deduction due that day.
 
POLICY LOANS
 
                    A Policy loan requires that a loan agreement be executed and
                    that the Policy be assigned to the Company. The loan may be
                    for any amount up to 90% of the then current Net
                    Accumulation Value. The amount of a loan, together with
                    subsequent accrued but not paid interest on the loan,
                    becomes part of the Loan Account Value. If Policy values are
                    held in more than one funding option, withdrawals from each
                    funding option will be made in proportion to the assets in
                    each funding option at the time of the loan for transfer to
                    the Loan Account, unless the Company is instructed otherwise
                    in writing at the Corporate Variable Products Service
                    Center.
 
                                                                              21
<PAGE>
                    Interest on loans will accrue at an annual rate of 5%, and
                    net loan interest (interest charged less interest credited
                    as described below) is payable once a year in arrears on
                    each anniversary of the loan, or earlier upon full surrender
                    or other payment of proceeds of a Policy. Any interest not
                    paid when due becomes part of the loan and the net interest
                    will be withdrawn proportionately from the values in each
                    funding option.
 
                    The Company will credit interest on the Loan Account Value.
                    During the first ten Policy Years, the Company's current
                    practice is that interest will be credited at an annual rate
                    equal to the interest rate charged on the loan minus .95%
                    (guaranteed not to exceed 1.2%). Beginning with the eleventh
                    Policy Year, the Company's current practice is that interest
                    will be credited at an annual rate equal to the interest
                    rate charged on the loan, less .45% annually (guaranteed not
                    to exceed 1.2%), and beginning with the sixteenth Policy
                    Year, .15% annually (guaranteed not to exceed 1.2%). In no
                    case will the annual credited interest rate be less than
                    3.8%.
 
                    Repayments on the loan will be allocated among the funding
                    options according to current Net Premium Payment
                    allocations. However, the Company maintains the right to
                    require that amounts loaned from the Fixed Account be
                    allocated to the Fixed Account upon repayment. The Loan
                    Account Value will be reduced by the amount of any loan
                    repayment.
 
                    A Policy loan, whether or not repaid, will affect the
                    proceeds payable upon the Insured's death and the
                    Accumulation Value because the investment results of the
                    Variable Account or the Fixed Account will apply only to the
                    non-loaned portion of the Accumulation Value. The longer a
                    loan is outstanding, the greater the effect is likely to be.
                    Depending on the investment results of the Variable Account
                    or the Fixed Account while the loan is outstanding, the
                    effect could be favorable or unfavorable.
 
SETTLEMENT OPTIONS
 
                    Proceeds in the form of Settlement Options are payable by
                    the Company at the Beneficiary's election upon the Insured's
                    death, or while the Insured is alive upon election by the
                    Owner of one of the Settlement Options available through the
                    addition of a rider.
 
                    A written request may be made to elect, change, or revoke a
                    Settlement Option before payments begin under any Settlement
                    Option. This request must be in form satisfactory to the
                    Company, and will take effect upon its receipt at the
                    Corporate Variable Products Service Center. Payments after
                    the first payment will be made on the first day of each
                    month.
 
                    FIRST OPTION -- Payments for a stated number of years.
 
                    SECOND OPTION -- Payments for the lifetime of the payee,
                    guaranteed for a specified number of months;
 
                    THIRD OPTION -- Payment of interest annually on the sum left
                    with the Company at a rate of at least 3% per year, and upon
                    the payee's death the amount on deposit will be paid.
 
                    FOURTH OPTION -- Installments of specified amounts payable
                    until the proceeds with any interest thereon are exhausted.
 
                    ADDITIONAL OPTIONS -- Policy proceeds may also be settled
                    under any other method of settlement offered by the Company
                    at the time the request is made.
 
22
<PAGE>
ADDITIONAL INSURANCE BENEFIT
 
                    The Policy can be issued with an Additional Insurance
                    Benefit as a portion of the total Death Benefit. The benefit
                    provides annually renewable term life insurance on the life
                    of the Insured. This benefit is excluded from the Specified
                    Amount when calculating the charges and fees for the Policy
                    and when calculating the Guideline Annual Premium.
 
                    The cost of the benefit is added to the Monthly Deduction,
                    and is dependent on the attained age, years since issue,
                    risk class and gender classification. The Company may adjust
                    the monthly benefit rate from time to time, but the rate
                    will never exceed the guaranteed cost of insurance rate for
                    the benefit for that Policy Year.
 
                    The benefit provides a vehicle for a Policy Owner to
                    increase the insurance protection under the Policy.
 
OTHER POLICY PROVISIONS
 
                    ISSUANCE
 
                    A Policy may only be issued upon receipt of satisfactory
                    evidence of insurability, and generally only where the
                    Insured is below the age of 75.
 
                    SHORT-TERM RIGHT TO CANCEL THE POLICY
 
                    A Policy may be returned for cancellation and a full refund
                    of premium within 10 days after the Policy and notice of
                    withdrawal right are received, unless otherwise stipulated
                    by state law requirements, or within 45 days after the
                    application for the Policy is signed, whichever occurs
                    later. The Initial Premium Payment made when the Policy is
                    issued will be held in the CIGNA Variable Products Group
                    Money Market Fund of the Variable Account and not allocated
                    to any other Variable Sub-Accounts even if the Policy Owner
                    may have so directed until three business days following the
                    expiration of the Right-to-Examine Period. If the Policy is
                    returned for cancellation in a timely fashion, the refund of
                    premiums paid, without interest, will usually occur within
                    seven days of notice of cancellation, although a refund of
                    premiums paid by check may be delayed until the check
                    clears.
 
                    POLICY OWNER
 
                    While the Insured is living, all rights in this Policy are
                    vested in the Policy Owner named in the application or as
                    subsequently changed, subject to assignment, if any.
 
                    The Policy Owner may name a new Policy Owner while the
                    Insured is living. Any such change in ownership must be in a
                    written form satisfactory to the Company and recorded at the
                    Corporate Variable Products Service Center. Once recorded,
                    the change will be effective as of the date signed; however,
                    the change will not affect any payment made or action taken
                    by the Company before it was recorded. The Company may
                    require that the Policy be submitted for endorsement before
                    making a change.
 
                    If the Policy Owner is other than the Insured and dies
                    before the Insured, the Policy Owner's rights in this Policy
                    belong to the Policy Owner's estate.
 
                    BENEFICIARY
 
                    The Beneficiary(ies) shall be as named in the application or
                    as subsequently changed, subject to assignment, if any.
 
                    The Policy Owner may name a new Beneficiary while the
                    Insured is living. Any change must be in a written form
                    satisfactory to the Company and recorded at the Corporate
 
                                                                              23
<PAGE>
                    Variable Products Service Center. Once recorded, the change
                    will be effective as of the date signed; however, the change
                    will not affect any payment made or action taken by the
                    Company before it was recorded.
 
                    If any Beneficiary predeceases the Insured, that
                    Beneficiary's interest passes to any surviving
                    Beneficiary(ies), unless otherwise provided. Multiple
                    Beneficiaries will be paid in equal shares, unless otherwise
                    provided. If no named Beneficiary survives the Insured, the
                    death proceeds shall be paid to the Policy Owner or the
                    Policy Owner's executor(s), administrator(s) or assigns.
 
                    RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
 
                    The Policy Owner may, within the first two Policy Years,
                    exchange the Policy for a flexible premium adjustable life
                    insurance policy then being offered by the Company's
                    Corporate Insurance Department. The benefits for the new
                    policy will not vary with the investment experience of a
                    separate account. The exchange must be elected within 24
                    months from the Issue Date. No evidence of insurability will
                    be required.
 
                    The Policy Owner, the Insured and the Beneficiary under the
                    new policy will be the same as those under the exchanged
                    Policy on the effective date of the exchange. The new policy
                    will have a Death Benefit on the exchange date not more than
                    the Death Benefit of the original Policy immediately prior
                    to the exchange date. The new policy will have the same
                    Issue Date and Issue Age as the original Policy. The initial
                    Specified Amount and any increases in Specified Amount will
                    have the same rate class as those of the original Policy.
                    Any indebtedness may be transferred to the new policy.
 
                    INCONTESTABILITY
 
                    The Company will not contest payment of the death proceeds
                    based on the Initial Specified Amount after the Policy has
                    been in force during the Insured's lifetime for two years
                    from the Issue Date. For any increase in Specified Amount
                    requiring evidence of insurability, the Company will not
                    contest payment of the death proceeds based on such an
                    increase after it has been in force during the Insured's
                    lifetime for two years from its effective date.
 
                    MISSTATEMENT OF AGE
 
                    The Company will adjust the Death Benefit and Accumulation
                    Value. The adjustment process will recalculate all such
                    benefits and values to the amount that would have been
                    calculated using the rates that were in effect at the time
                    of each monthly anniversary. The proceeds will begin with
                    the recalculation based on the rates in effect on the Issue
                    Date. Each succeeding recalculation will be based on the
                    rates in effect on the corresponding monthly anniversary.
 
                    SUICIDE
 
                    If the Insured dies by suicide, while sane or insane, within
                    two years from the Issue Date, the Company will pay no more
                    than the sum of the premiums paid, less any indebtedness. If
                    the Insured dies by suicide, while sane or insane, within
                    two years from the date an application is accepted for an
                    increase in the Specified Amount, the Company will pay no
                    more than a refund of the monthly charges for the cost of
                    such additional benefit.
 
24
<PAGE>
                    NONPARTICIPATING POLICIES
 
                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in the profits or
                    surplus earnings of the Company.
 
TAX MATTERS
 
                    The following discussion is general and is not intended as
                    tax advice. Counsel and other competent advisers should be
                    consulted for more complete information. This discussion is
                    based on the Company's understanding of Federal income tax
                    laws as they are currently interpreted by the Internal
                    Revenue Service. No representation is made as to the
                    likelihood of continuation of these current laws and
                    interpretations.
 
                    POLICY PROCEEDS
 
                    Section 7702 of the Code provides a definition of a life
                    insurance policy for federal tax purposes. This definition
                    can be satisfied by complying with either the cash value
                    test or the guideline premium test set forth in Section
                    7702. The Company will monitor compliance with these tests.
                    The Policy should thus receive the same federal income tax
                    treatment as fixed benefit life insurance. As a result, the
                    death proceeds payable under a Policy are excludable from
                    gross income of the Beneficiary under Section 101 of the
                    Code. However, if a Policy were determined not to be a life
                    insurance contract for purposes of Section 7702, such Policy
                    would not afford the tax advantage normally provided by a
                    life insurance policy.
 
                    A life insurance policy may be treated as a modified
                    endowment contract depending upon the amount of premiums
                    paid in relation to the death benefit provided under the
                    Policy. The premium limitation rules for determining whether
                    a Policy is a modified endowment contract are extremely
                    complex. In general, however, Section 7702A of the Code
                    defines modified endowment contracts as those policies
                    issued or materially changed on or after June 21, 1988 on
                    which the total premiums paid during the first seven years
                    exceed the amount that would have been paid if the policy
                    provided for paid up benefits after seven level annual
                    premiums. The Code provides for taxation of surrenders,
                    partial surrenders, loans, collateral assignments and other
                    pre-death distributions from modified endowment contracts to
                    the extent the cash value of the policy exceeds, at the time
                    of distribution, the premiums paid into the policy. A 10%
                    tax penalty generally applies to the taxable portion of such
                    distributions unless the Policy Owner is over age 59 1/2 or
                    disabled.
 
                    It may not be advantageous to replace existing insurance
                    with Policies described in this Prospectus. It may also be
                    disadvantageous to purchase a Policy to obtain additional
                    insurance protection if the purchaser already owns another
                    variable life insurance policy.
 
   
                    The Policies offered by this Prospectus may or may not be
                    issued as modified endowment contracts. If a Policy is not a
                    modified endowment contract, a cash distribution during the
                    first 15 years after a policy is issued which causes a
                    reduction in death benefits may still become fully or
                    partially taxable to the Owner pursuant to Section
                    7702(f)(7) of the Code. The Policy Owner should carefully
                    consider this potential effect and seek further information
                    before initiating any changes in the terms of the Policy.
                    Under certain conditions, a Policy may become a modified
                    endowment contract as a result of a material change or a
                    reduction in benefits as defined by Section 7702A(c) of the
                    Code. Because the Policy provides for flexible Premium
                    Payments, the Company will monitor whether additional
                    Premium Payments or other changes result in a Policy's
                    becoming a modified endowment contract.
    
 
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as
 
                                                                              25
<PAGE>
                    the Variable Account be adequately diversified. Treasury
                    regulation 1.817-5 issued by the Secretary of the Treasury
                    set the standards for measuring the adequacy of this
                    diversification. Generally, no more than 55 percent of the
                    value of the total assets may be represented by any one (1)
                    investment; no more than 70 percent of such value may be
                    represented by any two (2) investments; no more than 80
                    percent of such value may be represented by any three (3)
                    investments; and no more than 90 percent of such value may
                    be represented by any four (4) investments. U.S. Treasury
                    Securities are not subject to the diversification test and
                    to the extent that assets include such securities, somewhat
                    less stringent requirements may apply. A variable life
                    insurance policy that is not adequately diversified under
                    these regulations would not be treated as life insurance
                    under Section 7702 of the Code. The Company believes the
                    Variable Account investments meet the applicable
                    diversification standards.
 
                    Should the Secretary of the Treasury issue additional rules
                    or regulations limiting the number of funds, transfers
                    between funds, exchanges of funds or changes in investment
                    objectives of funds such that the Policy would no longer
                    qualify as life insurance under Section 7702 of the Code,
                    the Company will take whatever steps are available to remain
                    in compliance.
 
                    A total surrender or termination of the Policy by lapse, a
                    change in the Specified Amount, payment of Additional
                    Premiums, a Policy Loan, a change in Death Benefit Option,
                    the exchange of a Policy for a fixed-benefit policy, or the
                    assignment of a Policy may have adverse tax consequences. If
                    the amount received by the Policy Owner upon surrender or
                    termination plus total Policy indebtedness exceeds the
                    premiums paid into the Policy, the excess will generally be
                    treated as taxable income, regardless of whether or not the
                    Policy is a modified endowment contract.
 
                    Federal estate and state and local estate, inheritance and
                    other tax consequences of ownership or receipt of Policy
                    proceeds depend on the circumstances of each Policy Owner or
                    Beneficiary.
 
                    TAXATION OF THE COMPANY
 
                    The Company is taxed as a life insurance company under the
                    Code. Since the Variable Account is not a separate entity
                    from the Company and its operations form a part of the
                    Company, it will not be taxed separately as a "regulated
                    investment company" under Sub-chapter M of the Code.
                    Investment income and realized capital gains on the assets
                    of the Variable Account are reinvested and taken into
                    account in determining the value of Accumulation Units.
 
                    The Company does not initially expect to incur any Federal
                    income tax liability that would be chargeable directly to
                    the Variable Account. Based upon these expectations, no
                    charge is currently being made against the Variable Account
                    for federal income taxes. If, however, the Company
                    determines that on a separate company basis such taxes may
                    be incurred, it reserves the right to assess a charge for
                    such taxes against the Variable Account.
 
                    The Company may also incur state and local taxes in addition
                    to premium taxes in several states. At present, these taxes
                    are not significant. If they increase, however, additional
                    charges for such taxes may be made.
 
                    SECTION 848 CHARGES
 
                    The premium load is assessed to cover state taxes, federal
                    income tax liabilities and a portion of the sales expenses
                    incurred by the Company. The portion of the premium load
                    other than for sales expenses is made up of 2.25% for state
                    taxes and 1.25% for the additional federal income tax burden
                    under Section 848 of the Code relating to the
 
26
<PAGE>
                    tax treatment of deferred acquisition costs. The 1.25%
                    charge for federal income tax liabilities is reasonable in
                    relation to the Company's increased taxes under this Section
                    of the Code.
 
OTHER MATTERS
 
                    DIRECTORS AND OFFICERS OF THE COMPANY
 
                    The following persons are Directors and officers of the
                    Company. The address of each is 900 Cottage Grove Road,
                    Hartford, CT 06152 and each has been employed by the Company
                    or its affiliates for more than five years except Mr. Jones,
                    Mr. Alexander and Dr. Schaffer. Prior to February 1994, Mr.
                    Jones was Executive Vice President, Chief Administrative
                    Officer, Chief Operating Officer and Director, NAC Re
                    Corporation and NAC Reinsurance Corporation (Chief Operating
                    Officer of NAC Re Corporation beginning June 1993). Prior to
                    December 1994, Mr. Alexander was Director, Human Development
                    E.I. Dupont De Nemours, Inc. Prior to May 1993, Dr. Schaffer
                    was Vice President, Professional Affairs, Aetna Health
                    Plans, Aetna Life & Casualty.
 
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
       NAME AND ADDRESS                  WITH THE COMPANY
- ------------------------------  -----------------------------------
<S>                             <C>
Thomas C. Jones                 President
                                (Principal Executive Officer)
James T. Kohan                  Vice President and Actuary
                                (Principal Financial Officer)
Robert Moose                    Vice President
                                (Principal Accounting Officer)
David C. Kopp                   Corporate Secretary
Andrew G. Helming               Secretary
Stephen C. Stachelek            Vice President and Treasurer
Harold W. Albert                Director
Martin A. Brennan               Director and Senior Vice President
Robert W. Burgess               Director
John G. Day                     Director and Chief Counsel
S. Tyrone Alexander             Director and Senior Vice President
Joseph M. Fitzgerald            Director and Senior Vice President
H. Edward Hanway                Director and Chairman of the Board
Arthur C. Reeds, III            Director and Senior Vice President
Patricia L. Rowland             Director and Senior Vice President
W. Allen Schaffer, M.D.         Director and Senior Vice President
John Wilkinson                  Director, Senior Vice President and
                                Chief Financial Officer
</TABLE>
 
                    DISTRIBUTION OF POLICIES
 
                    The Policies will be sold by licensed insurance agents in
                    those states where the Policies may lawfully be 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. (NASD). The Policies will be distributed by the
                    Company's principal underwriter, CIGNA Financial Advisors,
                    Inc. ("CFA"), whose address is the same as the Company's.
                    CFA is a Connecticut corporation organized in 1967, and is
                    the principal underwriter for the Company's other registered
                    separate accounts and for a registered separate account of
                    CIGNA Life Insurance Company, a wholly-owned subsidiary of
                    the Company.
 
                    Gross first year commissions paid by the Company, on the
                    sale of the Policies will not exceed 47% of one Guideline
                    Annual Premium, plus 4.3% of any Premium Payment in
 
                                                                              27
<PAGE>
                    excess of the Guideline Annual Premium. Gross renewal
                    commissions paid by the Company will not exceed 4.3% of
                    Premium Payments, plus 25% of any increase in Guideline
                    Annual Premium.
 
                    CHANGES OF INVESTMENT POLICY
 
                    The Company may materially change the investment policy of
                    the Variable Account. The Company must inform the Policy
                    Owners and obtain all necessary regulatory approvals. Any
                    change must be submitted to the various state insurance
                    departments which shall disapprove it if deemed detrimental
                    to the interests of the Policy Owners or if it renders the
                    Company's operations hazardous to the public. If a Policy
                    Owner objects, the Policy may be converted to a
                    substantially comparable fixed benefit life insurance policy
                    offered by the Company on the life of the Insured. The
                    Policy Owner has the later of 60 days (6 months in
                    Pennsylvania) from the date of the investment policy change
                    or 60 days (6 months in Pennsylvania) from being informed of
                    such change to make this conversion. The Company will not
                    require evidence of insurability for this conversion.
 
                    The new policy will not be affected by the investment
                    experience of any separate account. The new policy will be
                    for an amount of insurance not exceeding the Death Benefit
                    of the Policy converted on the date of such conversion.
 
                    OTHER CONTRACTS ISSUED BY THE COMPANY
 
                    The Company does presently and will, from time to time,
                    offer other variable annuity contracts and variable life
                    insurance policies with benefits which vary in accordance
                    with the investment experience of a separate account of the
                    Company.
 
                    STATE REGULATION
 
                    The Company is subject to the laws of Connecticut governing
                    insurance companies and to regulation by the Connecticut
                    Insurance Department. An annual statement in a prescribed
                    form is filed with the Insurance Department each year
                    covering the operation of the Company for the preceding year
                    and its financial condition as of the end of such year.
                    Regulation by the Insurance Department includes periodic
                    examination to determine the Company's contract liabilities
                    and reserves so that the Insurance Department may certify
                    the items are correct. The Company's books and accounts are
                    subject to review by the Insurance Department at all times
                    and a full examination of its operations is conducted
                    periodically by the Connecticut Department of Insurance.
                    Such regulation does not, however, involve any supervision
                    of management or investment practices or policies.
 
                    REPORTS TO POLICY OWNERS
 
                    The Company maintains Policy records and will mail to each
                    Policy Owner, at the last known address of record, an annual
                    statement showing the amount of the current death benefit,
                    the Accumulation Value, and Surrender Value, premiums paid
                    and monthly charges deducted since the last report, the
                    amounts invested in the Fixed Account and in the Variable
                    Account and in each Sub-Account of the Variable Account, and
                    any Loan Account Value.
 
                    Policy Owners will also be sent annual reports containing
                    financial statements for the Variable Account and annual and
                    semi-annual reports of the Funds as required by the 1940
                    Act.
 
                    In addition, Policy Owners will receive statements of
                    significant transactions, such as changes in Specified
                    Amount, changes in Death Benefit Option, changes in future
                    premium allocation, transfers among Sub-Accounts, Premium
                    Payments, loans, loan repayments, reinstatement and
                    termination.
 
28
<PAGE>
                    ADVERTISING
 
                    The Company is also ranked and rated by independent
                    financial rating services, including Moody's, Standard &
                    Poor's, Duff & Phelps and A.M. Best Company. The purpose of
                    these ratings is to reflect the financial strength or
                    claims-paying ability of the Company. The ratings are not
                    intended to reflect the investment experience or financial
                    strength of the Variable Account. The Company may advertise
                    these ratings from time to time. In addition, the Company
                    may include in certain advertisements, endorsements in the
                    form of a list of organizations, individuals or other
                    parties which recommend the Company or the Policies.
                    Furthermore, the Company may occasionally include in
                    advertisements comparisons of currently taxable and tax
                    deferred investment programs, based on selected tax
                    brackets, or discussions of alternative investment vehicles
                    and general economic conditions.
 
                    LEGAL PROCEEDINGS
 
                    There are no material legal or administrative proceedings
                    pending or known to be contemplated, other than ordinary
                    routine litigation incidental to the business, to which the
                    Company and the Variable Account are parties or to which any
                    of their property is subject. The principal underwriter,
                    CFA, is not engaged in any material litigation of any
                    nature.
 
                    EXPERTS
 
   
                    Actuarial opinions regarding Deferred Acquisition Cost Tax
                    (DAC Tax) and Mortality and Expense Charges included in this
                    Prospectus have been rendered by Timothy J. Luedtke, FSA,
                    900 Cottage Grove Road, Hartford, CT 06152, as stated in the
                    opinions filed as Exhibits to the Registration Statement
                    given on the authority of Mr. Luedtke as an expert in
                    actuarial matters. An actuarial opinion regarding the
                    representativeness of illustrations in this Prospectus has
                    been rendered by Ian Glew, FSA, MAAA, 900 Cottage Grove
                    Road, Hartford, CT 06152, as stated in the opinion filed as
                    an Exhibit to the Registration Statement given on his
                    authority as an expert in actuarial matters.
    
 
                    Legal matters in connection with the Policies described
                    herein are being passed upon by Robert A. Picarello, Esq.,
                    Chief Counsel, CIGNA Individual Insurance, 900 Cottage Grove
                    Road, Hartford, CT 06152, in the opinion filed as an Exhibit
                    to the Registration Statement given on his authority as an
                    expert in these matters.
 
                    The consolidated financial statements of Connecticut General
                    Life Insurance Company as of December 31, 1995 and 1994 and
                    for each of the three years in the period ended December 31,
                    1995 included in this Prospectus have been so included in
                    reliance on the report of Price Waterhouse LLP, independent
                    accountants, given on the authority of said firm as experts
                    in auditing and accounting.
 
                    REGISTRATION STATEMENT
 
                    A Registration Statement has been filed with the Securities
                    and Exchange Commission under the Securities Act of 1933, as
                    amended, with respect to the Policies offered hereby. This
                    Prospectus does not contain all the information set forth in
                    the Registration Statement and amendments thereto and
                    exhibits filed as a part thereof, to all of which reference
                    is hereby made for further information concerning the
                    Variable Account, the Company, and the Policies offered
                    hereby. Statements contained in this Prospectus as to the
                    content of Policies and other legal instruments are
                    summaries. For a complete statement of the terms thereof,
                    reference is made to such instruments as filed.
 
                                                                              29
<PAGE>
                    FINANCIAL STATEMENTS
 
                    There follow the consolidated balance sheets of the Company
                    and its subsidiaries as of December 31, 1995 and 1994 and
                    related consolidated statements of income and retained
                    earnings and cash flows for the years ended December 31,
                    1995, 1994 and 1993. They should be considered only as
                    bearing upon the ability of the Company to meet its
                    obligations under the Policies. No financial statements for
                    the Variable Account are included, because the Variable
                    Account has not yet commenced operations.
 
                    The most current financial statements of the Company are
                    those as of the end of the most recent fiscal year. The
                    Company does not prepare financial statements more often
                    than annually and believes that any incremental benefit to
                    prospective Policy Owners that may result from preparing and
                    delivering more current financial statements, though
                    unaudited, does not justify the additional cost that would
                    be incurred, in addition, the Company represents that, there
                    have been no adverse changes in the financial condition or
                    operations of the Company between the end of 1995 and the
                    date of this Prospectus.
 
30
<PAGE>
 
                      NORTHEAST INSURANCE SERVICES     Telephone 860 240 2000
                      One Financial Plaza              Facsimile 860 240 2282
                      Hartford, CT 06103
 
PRICE WATERHOUSE LLP                                                   [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
February 13, 1996
 
   
The Board of Directors and Shareholder of
Connecticut General Life Insurance Company
    
 
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Connecticut
General Life Insurance Company and its subsidiaries at December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
 
/s/ Price Waterhouse LLP
 
                                                                              31
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
            CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
 
(IN MILLIONS)
- ----------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                         1995       1994       1993
- ----------------------------------------------------------------------------------
 
<S>                                                 <C>        <C>        <C>
REVENUES
Premiums and fees.................................  $  4,998   $  4,960   $  4,704
Net investment income.............................     3,138      2,805      2,742
Realized investment gains (losses)................        (7)        27        (65)
Other revenues....................................         9          8         15
                                                    --------   --------   --------
    Total revenues................................     8,138      7,800      7,396
                                                    --------   --------   --------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses..........     5,892      5,574      5,215
Policy acquisition expenses.......................       127         89         84
Other operating expenses..........................     1,358      1,363      1,351
                                                    --------   --------   --------
    Total benefits, losses and expenses...........     7,377      7,026      6,650
                                                    --------   --------   --------
INCOME BEFORE INCOME TAXES........................       761        774        746
                                                    --------   --------   --------
Income taxes (benefits):
  Current.........................................       301        220        433
  Deferred........................................       (44)        45       (197)
                                                    --------   --------   --------
    Total taxes...................................       257        265        236
                                                    --------   --------   --------
NET INCOME........................................       504        509        510
Dividends declared................................      (252)      (300)      (190)
Retained earnings, beginning of year..............     2,968      2,759      2,439
                                                    --------   --------   --------
RETAINED EARNINGS, END OF YEAR....................  $  3,220   $  2,968   $  2,759
- ----------------------------------------------------------------------------------
                                                    ------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
32
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
 
(IN MILLIONS)
- -------------------------------------------------------------------------
AS OF DECEMBER 31,                                       1995        1994
- -------------------------------------------------------------------------
 
<S>                                                   <C>        <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at fair value (amortized
     cost, $20,031; $8,571).......................    $22,046    $  8,324
    Held to maturity, at amortized cost (fair
     value, $10,075)..............................         --      10,061
  Mortgage loans..................................     10,218       8,975
  Equity securities, at fair value (cost, $54;
   $109)..........................................         66         119
  Policy loans....................................      6,925       5,237
  Real estate.....................................      1,158       1,442
  Other long-term investments.....................        193         128
  Short-term investments..........................        254         143
                                                      -------    --------
      Total investments...........................     40,860      34,429
Cash and cash equivalents.........................         --          80
Accrued investment income.........................        626         578
Premiums and accounts receivable..................        991         911
Reinsurance recoverables..........................      1,258       2,533
Deferred policy acquisition costs.................        689         700
Property and equipment, net.......................        319         346
Current income taxes..............................         21         119
Deferred income taxes, net........................        403         661
Goodwill..........................................        503         518
Other assets......................................        149         135
Separate account assets...........................     18,177      14,498
- -------------------------------------------------------------------------
      Total.......................................    $63,996    $ 55,508
- -------------------------------------------------------------------------
                                                      -------------------
LIABILITIES
Contractholder deposit funds......................    $29,762    $ 26,696
Future policy benefits............................      8,547       7,875
Unpaid claims and claim expenses..................      1,151       1,096
Unearned premiums.................................         95          84
                                                      -------    --------
      Total insurance and contractholder
       liabilities................................     39,555      35,751
Accounts payable, accrued expenses
and other liabilities.............................      1,872       1,632
Separate account liabilities......................     18,075      14,427
- -------------------------------------------------------------------------
      Total liabilities...........................     59,502      51,810
- -------------------------------------------------------------------------
                                                      -------------------
CONTINGENCIES -- NOTE 11
SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding)...............         30          30
Additional paid-in capital........................        766         764
Net unrealized appreciation (depreciation) on
  investments.....................................        476         (66)
Net translation of foreign currencies.............          2           2
Retained earnings.................................      3,220       2,968
- -------------------------------------------------------------------------
      Total shareholder's equity..................      4,494       3,698
- -------------------------------------------------------------------------
      Total.......................................    $63,996    $ 55,508
- -------------------------------------------------------------------------
                                                      -------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                              33
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
 
(IN MILLIONS)
- ----------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                           1995         1994         1993
- ----------------------------------------------------------------------------------------
 
<S>                                                   <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................    $    504     $    509     $    510
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Insurance liabilities...........................         (90)        (249)         251
  Reinsurance recoverables........................       1,201          282         (392)
  Premiums and accounts receivable................          32         (188)          85
  Deferred income taxes, net......................         (44)          45         (197)
  Other assets....................................         (14)          68           54
  Accounts payable, accrued expenses, other
   liabilities and current income taxes...........         212         (192)           5
  Other, net......................................          22          (24)         (82)
                                                      --------     --------     --------
    Net cash provided by operating activities.....       1,823          251          234
                                                      --------     --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities -- available for sale..........       1,070        1,389           --
  Fixed maturities -- held to maturity............          --           12          599
  Mortgage loans..................................         383          496        1,004
  Equity securities...............................         119           41           41
  Real Estate.....................................         299          242           78
  Other (primarily short-term investments)........       2,268        1,005        3,762
Investment maturities and repayments:
  Fixed maturities--available for sale............         478          686           --
  Fixed maturities--held to maturity..............       1,756        1,764        3,167
  Mortgage loans..................................         420          194          202
Investments purchased:
  Fixed maturities--available for sale............      (3,054)      (2,390)          --
  Fixed maturities--held to maturity..............      (1,385)      (1,788)      (5,128)
  Mortgage loans..................................      (1,908)        (882)        (823)
  Equity securities...............................         (20)         (12)        (112)
  Policy loans....................................      (2,129)      (1,614)      (1,561)
  Other (primarily short-term investments)........      (2,334)      (1,093)      (3,587)
Other, net........................................        (119)        (129)         (48)
                                                      --------     --------     --------
    Net cash used in investing activities.........      (4,156)      (2,079)      (2,406)
                                                      --------     --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder
  deposit funds...................................       7,489        6,388        7,537
Withdrawals and benefit payments from
  contractholder deposit funds....................      (4,985)      (4,216)      (5,166)
Dividends paid to Parent..........................        (252)        (300)        (190)
Other, net........................................           1           36          (30)
                                                      --------     --------     --------
    Net cash provided by financing activities.....       2,253        1,908        2,151
- ----------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash
  equivalents.....................................         (80)          80          (21)
Cash and cash equivalents, beginning of year......          80           --           21
- ----------------------------------------------------------------------------------------
Cash and cash equivalents, end of year............    $     --     $     80     $     --
- ----------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds...............    $    211     $    411     $    352
  Interest paid...................................    $      7     $      5     $      5
- ----------------------------------------------------------------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
34
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- DESCRIPTION OF BUSINESS
 
  Connecticut General Life Insurance Company and its subsidiaries (the Company)
provide insurance and related financial services throughout the United States
and in many locations worldwide. Principal products and services include group
life and health insurance, individual life insurance and annuity products, and
retirement and investment products and services.
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A) BASIS OF PRESENTATION:  The consolidated financial statements include the
accounts of the Company and all significant subsidiaries. The Company is a
wholly-owned subsidiary of Connecticut General Corporation, which is an indirect
wholly-owned subsidiary of CIGNA Corporation (CIGNA). These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles, and reflect management's estimates and assumptions, such
as those regarding medical costs and interest rates, that affect the recorded
amounts. Significant estimates used in determining insurance and contractholder
liabilities, related reinsurance recoverables, and valuation allowances for
investment assets are discussed throughout the Notes to the Financial
Statements. Certain reclassifications have been made to prior years' amounts to
conform with the 1995 presentation.
 
  B) RECENT ACCOUNTING PRONOUNCEMENTS:  In 1993, the Company implemented
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." SFAS No. 115 requires that
debt and equity securities be classified into different categories and carried
at fair value if they are not classified as held to maturity. During the fourth
quarter of 1995, the Financial Accounting Standards Board (FASB) issued a guide
to implementation of SFAS No. 115, which permits a one-time opportunity to
reclassify securities subject to SFAS No. 115. Consequently, the Company
reclassified all held-to-maturity securities to available-for-sale as of
December 31, 1995. The non-cash reclassification of these securities, which had
an aggregate amortized cost of $9.2 billion and fair value of $10.1 billion,
resulted in an increase of approximately $396 million, net of
policyholder-related amounts and deferred income taxes, in net unrealized
appreciation included in Shareholders' Equity as of December 31, 1995.
 
  In 1993, the Financial Accounting Standards Board (FASB) issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," which provides guidance on
the accounting and disclosure for impaired loans. In 1994, the FASB issued SFAS
No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition
and Disclosures," which eliminates the income recognition requirements of SFAS
No. 114. The Company adopted SFAS Nos. 114 and 118 in the first quarter of 1995,
which resulted in a $6 million increase in net income.
 
  In 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
requires write-down to fair value when long-lived assets to be held and used are
impaired. Long-lived assets to be disposed of, including real estate held for
sale, must be carried at the lower of cost or fair value less costs to sell.
Depreciation of assets to be disposed of is prohibited. The Company will adopt
this standard in the first quarter of 1996. The effect on the Company's results
of operations, liquidity and financial condition is not expected to be material.
 
  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities and off-
balance-sheet financial instruments such as investment and loan commitments and
financial guarantees. These instruments have credit risk and also may be subject
to risk of loss due to interest rate and market fluctuations. The Company
evaluates and monitors each financial instrument individually and, where
appropriate, uses certain derivative instruments or obtains collateral or other
forms of security to minimize risk of loss.
 
  See Note 12 for additional information on the fair value of financial
instruments.
 
  D) INVESTMENTS:  Investments in fixed maturities include bonds, asset-backed
securities, including collateralized mortgage obligations (CMOs), and redeemable
preferred stocks. Fixed maturities classified as held to maturity are
 
                                                                              35
<PAGE>
carried at amortized cost, net of impairments, and those classified as available
for sale are carried at fair value, with unrealized appreciation or depreciation
included in Shareholder's Equity. Fixed maturities are considered impaired and
written down to fair value when a decline in value is considered to be other
than temporary.
 
  Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Mortgage loans are considered impaired when it is probable
that the Company will be unable to collect all amounts according to the
contractual terms of the loan agreement. If impaired, a valuation reserve is
utilized when a decline in the fair value of the underlying collateral is below
the carrying value.
 
  Fixed maturities and mortgage loans that are delinquent or restructured to
modify basic financial terms, typically to reduce the interest rate and, in
certain cases, extend the term, are placed on non-accrual status, and thereafter
interest income is recognized only when payment is received.
 
  Real estate investments are either held for the production of income or held
for sale. Real estate investments held for the production of income are carried
at depreciated cost less valuation reserves when a decline in value is other
than temporary. Depreciation is generally calculated using the straight-line
method based on the estimated useful lives of the assets. Real estate
investments held for sale are generally those which are acquired through the
foreclosure of mortgage loans. These assets are valued at their fair value at
the time of foreclosure. The fair value is established as the new cost basis and
the asset acquired is reclassified from mortgage loans to real estate held for
sale. Subsequent to foreclosure, these investments are carried at the lower of
depreciated cost or current fair value less estimated costs to sell. Adjustments
to the carrying value as a result of changes in fair value subsequent to
foreclosure are recorded as valuation reserves and reported in realized
investment gains and losses. The Company considers several methods in
determining fair value for real estate acquired through foreclosure, with
greater emphasis placed on the use of discounted cash flow analyses and, in some
cases, the use of third-party appraisals. Assets held for sale are depreciated
using the straight-line method based on the estimated useful lives of the
assets.
 
  Equity securities, which include common and non-redeemable preferred stocks,
are carried at fair value. Short-term investments are carried at fair value,
which approximates cost. Equity securities and short-term investments are
classified as available for sale.
 
  Policy loans are generally carried at unpaid principal balances.
 
  Realized investment gains and losses result from sales, investment asset
write-downs and changes in valuation reserves, after deducting amounts
attributable to experience-rated pension policyholders' contracts and
participating life policies ("policyholder share"). Generally, realized
investment gains and losses are based upon specific identification of the
investment assets.
 
  Unrealized investment gains and losses, after deducting policyholder-related
amounts and net of deferred income taxes, if applicable, for investments carried
at fair value are included in Shareholder's Equity.
 
  See Note 3(F) for a discussion of the Company's accounting policies for
derivative financial instruments.
 
  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
 
  F) REINSURANCE RECOVERABLES:  Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
deemed uncollectible.
 
  G) DEFERRED POLICY ACQUISITION COSTS:  Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Group life and a portion of group health
insurance business acquisition costs are deferred and amortized over the terms
of the insurance policies. Acquisition costs related to universal life products
and contractholder deposit funds are deferred and amortized in proportion to
total estimated gross profits over the expected life of the contracts.
Acquisition costs related to annuity and other life insurance businesses are
deferred and amortized, generally in proportion to the ratio of annual revenue
to the estimated total revenues over the contract periods.
 
  Deferred acquisition costs are reviewed to determine if they are recoverable
from future income, including investment income. If such costs are estimated to
be unrecoverable, they are expensed. If such costs are estimated
 
36
<PAGE>
to be unrecoverable or are accelerated as a result of treating unrealized
investment gains and losses as though they had been realized, a deferred
acquisition cost valuation allowance may be established or adjusted, with a
comparable offset in net unrealized appreciation (depreciation).
 
  H) PROPERTY AND EQUIPMENT:  Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $387 million
and $333 million at December 31, 1995 and 1994, respectively.
 
  I) OTHER ASSETS:  Other Assets consists of various insurance-related assets,
principally ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.
 
  J) GOODWILL:  Goodwill represents the excess of the cost of businesses
acquired over the fair value of their net assets. These costs are amortized on
systematic bases over periods, not exceeding 40 years, that correspond with the
benefits estimated to be derived from the acquisitions. The Company evaluates
the carrying amount of goodwill by analyzing historical and estimated future
income and undiscounted estimated cash flows of the related businesses. Goodwill
is written down when impaired. Amortization periods are revised if it is
estimated that the remaining period of benefit of the goodwill has changed.
Accumulated amortization was $84 million and $70 million at December 31, 1995
and 1994, respectively.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at market value, with less than 5% carried at amortized cost, and
represent policyholder funds maintained in accounts having specific investment
objectives. The investment income, gains and losses of these accounts generally
accrue to the policyholders and, therefore, are not included in the Company's
net income.
 
  L) CONTRACTHOLDER DEPOSIT FUNDS:  Contractholder Deposit Funds are liabilities
for investment-related and universal life products which were $19.8 billion and
$10.0 billion, respectively, as of December 31, 1995, compared with $18.6
billion and $8.1 billion, respectively, as of December 31, 1994. These
liabilities consist of deposits received from customers and investment earnings
on their fund balances, less administrative charges and, for universal life fund
balances, mortality charges.
 
  M) FUTURE POLICY BENEFITS:  Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life and annuity policies, and
are based upon estimates as to future investment yield, mortality and
withdrawals that include provisions for adverse deviation. Future policy
benefits for individual life insurance and annuity policies are computed using
interest rates ranging from 2% to 11%, generally graded down after 10 to 30
years. Mortality, morbidity, and withdrawal assumptions are based on either the
Company's own experience or various actuarial tables.
 
  N) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on insurance claims for reported
losses and estimates of losses incurred but not reported.
 
  O) UNEARNED PREMIUMS:  Premiums for group life, and accident and health
insurance are reported as earned on a pro rata basis over the contract period.
The unexpired portion of these premiums is recorded as Unearned Premiums.
 
  P) OTHER LIABILITIES:  Other Liabilities consists principally of
postretirement and postemployment benefits and various insurance-related
liabilities, including amounts related to reinsurance contracts. Also included
in Other Liabilities are liabilities for guaranty fund assessments that can be
reasonably estimated.
 
  Q) TRANSLATION OF FOREIGN CURRENCIES:  Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally reflected in Shareholder's Equity. Revenues and expenses are
translated at the average rates of exchange prevailing during the year.
 
                                                                              37
<PAGE>
  R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES:  Premiums for group life
and accident and health insurance are recognized as revenue on a pro rata basis
over their contract periods. Premiums for individual life and health insurance
as well as individual and group annuity products, excluding universal life and
investment-related products, are recognized as revenue when due. Benefits,
losses and expenses are matched with premiums.
 
  Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund values
during the period. Benefit expenses for universal life products consist of
benefit claims in excess of fund values and interest credited to fund values.
Revenues for investment-related products consist of net investment income and
contract charges assessed against the fund values during the period. Benefit
expenses for investment-related products primarily consist of interest credited
to the fund values after deduction for investment and risk fees.
 
  S) PARTICIPATING BUSINESS:  Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in the earnings
of the Company's business. The participating insurance in force accounted for
7.0% of total insurance in force at December 31, 1995, compared with 5.2% at
December 31, 1994 and 3.6% at December 31, 1993.
 
  T) INCOME TAXES:  The Company and its domestic subsidiaries are included in
the consolidated United States federal income tax return filed by CIGNA. In
accordance with a tax sharing agreement with CIGNA, the provision for federal
income tax is computed as if the Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes to
the extent they are utilized in CIGNA's consolidated federal income tax
provision.
 
  Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 6 for additional information.
 
NOTE 3 -- INVESTMENTS
 
  A) FIXED MATURITIES:  Fixed maturities are net of cumulative write-downs of
$103 million and $78 million, including policyholder share, as of December 31,
1995 and 1994, respectively.
 
  As of December 31, 1995, all fixed maturities are classified as available for
sale and are carried at fair value. See Note 2(B) for additional information.
The amortized cost and fair value by contractual maturity periods for
available-for-sale fixed maturities (carried at fair value), including
policyholder share, as of December 31, 1995 were as follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                                            Amortized       Fair
(IN MILLIONS)                                                                    Cost      Value
- ------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>
Due in one year or less..................................................   $     944  $     980
Due after one year through five years....................................       5,260      5,566
Due after five years through ten years...................................       4,936      5,404
Due after ten years......................................................       3,401      4,276
Asset-backed securities..................................................       5,490      5,820
- ------------------------------------------------------------------------------------------------
Total....................................................................   $  20,031  $  22,046
- ------------------------------------------------------------------------------------------------
                                                                           ---------------------
</TABLE>
 
  Actual maturities could differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.
 
38
<PAGE>
  Gross unrealized appreciation (depreciation) for fixed maturities, including
policyholder share, by type of issuer was as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                                    December 31, 1995
- -----------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------
 
                                                      Amortized                                  Fair
(IN MILLIONS)                                             Cost     Appreciation Depreciation    Value
- -----------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>          <C>          <C>
Available for Sale (Carried at Fair Value)
Federal government bonds..........................    $   497      $   300      $    --      $    797
State and local government bonds..................        161           24           (1)          184
Foreign government bonds..........................        131            9           (1)          139
Corporate securities..............................     13,752        1,427          (73)       15,106
Asset-backed securities...........................      5,490          371          (41)        5,820
- -----------------------------------------------------------------------------------------------------
Total.............................................    $20,031      $ 2,131      $  (116)     $ 22,046
- -----------------------------------------------------------------------------------------------------
                                                      -----------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                           December 31, 1994
- -----------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------
 
                                                      Amortized                                  Fair
(IN MILLIONS)                                             Cost     Appreciation Depreciation    Value
- -----------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>          <C>          <C>
Available for Sale (Carried at Fair Value)
Federal government bonds..........................    $   393      $    35      $   (13)     $    415
State and local government bonds..................         48           --           (4)           44
Foreign government bonds..........................        135            1           (6)          130
Corporate securities..............................      5,042           84         (244)        4,882
Asset-backed securities...........................      2,953           98         (198)        2,853
- -----------------------------------------------------------------------------------------------------
Total.............................................    $ 8,571      $   218      $  (465)     $  8,324
- -----------------------------------------------------------------------------------------------------
                                                      -----------------------------------------------
Held to Maturity (Carried at Amortized Cost)
State and local government bonds..................    $    61      $     4      $    (1)     $     64
Foreign government bonds..........................         49            1           (1)           49
Corporate securities..............................      8,088          293         (232)        8,149
Asset-backed securities...........................      1,863           46          (96)        1,813
- -----------------------------------------------------------------------------------------------------
Total.............................................    $10,061      $   344      $  (330)     $ 10,075
- -----------------------------------------------------------------------------------------------------
                                                      -----------------------------------------------
</TABLE>
 
  Asset-backed securities include investments in CMOs as of December 31, 1995 of
$2.1 billion carried at fair value (amortized cost, $2.0 billion). As of
December 31, 1994, investments in CMOs consisted of $1.5 billion carried at fair
value (amortized cost, $1.6 billion), and $150 million carried at amortized cost
(fair value, $160 million). Certain of these securities are backed by
Aaa/AAA-rated government agencies. All other CMO securities have high quality
standards through use of credit enhancement provided by subordinated securities
or mortgage insurance from an Aaa/AAA-rated insurance company. CMO holdings are
concentrated in securities with limited prepayment, extension and default risk,
such as planned amortization class bonds. The Company's investments in
interest-only and principal-only CMOs, which are also subject to interest rate
risk resulting from accelerated prepayments, represented approximately 2% and 6%
of total CMO investments at December 31, 1995 and 1994, respectively.
 
                                                                              39
<PAGE>
  At December 31, 1995, contractual fixed maturity investment commitments
approximated $229 million. The majority of investment commitments are for the
purchase of investment grade fixed maturities, bearing interest at a fixed
market rate, and require no collateral. These commitments are diversified by
issuer and maturity date, and it is estimated that the full amount will be
disbursed in 1996, with the majority occurring within the first three months.
 
  B) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS:  Short-term investments and
cash equivalents, in the aggregate, included debt securities, principally
corporate securities of $259 million and $323 million and federal government
securities of $70 million and $7 million at December 31, 1995 and 1994,
respectively, and foreign government securities of $1 million at December 31,
1994.
 
  C) MORTGAGE LOANS AND REAL ESTATE:  The Company's mortgage loans and real
estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally approximate 80% of the property's value at the time the
original loan is made.
 
  At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
(IN MILLIONS)                                             1995         1994
- ---------------------------------------------------------------------------
<S>                                                   <C>          <C>
Mortgage Loans....................................    $ 10,218     $  8,975
                                                      --------     --------
Real estate:
Held for sale.....................................         671          760
Held for production of income.....................         487          682
                                                      --------     --------
Total real estate.................................       1,158        1,442
- ---------------------------------------------------------------------------
Total.............................................    $ 11,376     $ 10,417
- ---------------------------------------------------------------------------
                                                      ---------------------
</TABLE>
 
  Valuation reserves for mortgage loans, including policyholder share, were $82
million and $115 million as of December 31, 1995 and 1994, respectively.
Valuation reserves and cumulative write-downs related to real estate, including
policyholder share, were $310 million and $309 million as of December 31, 1995
and 1994, respectively.
 
  During 1995, 1994 and 1993, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $144 million, $127
million and $458 million, respectively.
 
  At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                    1995       1994
- ------------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
Property type:
  Office buildings........................................................  $   4,493  $   4,092
  Retail facilities.......................................................      4,327      3,867
  Hotels..................................................................        711        819
  Apartment buildings.....................................................      1,246        997
  Other...................................................................        599        642
- ------------------------------------------------------------------------------------------------
Total.....................................................................  $  11,376  $  10,417
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
Geographic region:
  Central.................................................................  $   4,032  $   3,664
  Pacific.................................................................      2,580      2,558
  Middle Atlantic.........................................................      1,951      1,652
  South Atlantic..........................................................      1,647      1,585
  New England.............................................................      1,166        958
- ------------------------------------------------------------------------------------------------
Total.....................................................................  $  11,376  $  10,417
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>
 
  At December 31, 1995, scheduled mortgage loan maturities were as follows: 1996
- -- $1.1 billion; 1997 -- $1 billion; 1998 -- $750 million; 1999 -- $1.3 billion;
2000 -- $1.6 billion; and $4.5 billion thereafter. Actual
 
40
<PAGE>
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties, and loans
may be refinanced. During 1995 and 1994, the Company refinanced approximately
$379 million and $600 million, respectively, of its mortgage loans relating to
borrowers that were unable to obtain alternative financing.
 
  At December 31, 1995, the Company's total investment in impaired mortgage
loans was $838 million, including $447 million, before valuation reserves
totaling $82 million, and $391 million, which had no valuation reserves. During
1995, valuation reserves for mortgage loans, including policyholder share,
decreased from $127 million as of December 31, 1994 to $82 million as of
December 31, 1995. The net decrease for the year reflects: (1) $27 million of
mortgage loan reserves transferred to foreclosed real estate, (2) $33 million of
charge-offs, and (3) a $15 million net increase in valuation reserves.
 
  During 1995, the average total investment in impaired mortgage loans, before
valuation reserves, was approximately $935 million, and interest income recorded
and cash received on these loans was approximately $71 million.
 
  At December 31, 1995, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $580 million, all
of which were at a fixed market rate of interest. These commitments expire
within three months, and are diversified by property type and geographic region.
 
  D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
(IN MILLIONS)                                            1995        1994
- -------------------------------------------------------------------------
<S>                                                   <C>         <C>
Unrealized appreciation:
  Fixed maturities................................    $ 2,131     $   218
  Equity securities...............................         23          22
                                                      -------     -------
                                                        2,154         240
                                                      -------     -------
Unrealized depreciation:
  Fixed maturities................................       (116)       (465)
  Equity securities...............................        (11)        (12)
                                                      -------     -------
                                                         (127)       (477)
                                                      -------     -------
Less policyholder-related amounts.................      1,279        (141)
Shareholder net unrealized appreciation
  (depreciation)..................................        748         (96)
Less deferred income taxes (benefits).............        272         (30)
- -------------------------------------------------------------------------
Net unrealized appreciation (depreciation)........    $   476     $   (66)
- -------------------------------------------------------------------------
                                                      -------------------
</TABLE>
 
  Net unrealized appreciation (depreciation) for investments carried at fair
value is included as a separate component of Shareholders' Equity, net of
policyholder-related amounts and deferred income taxes. The net unrealized
appreciation (depreciation) for these investments, primarily fixed maturities,
during 1995, 1994 and 1993 was $542 million, ($494) million and $423 million,
respectively.
 
  During 1995, 1994 and 1993, the net unrealized appreciation (depreciation) for
fixed maturities that were carried at amortized cost in the financial statements
was ($14) million, ($1.2) billion and $129 million, respectively.
 
  E) NON-INCOME PRODUCING INVESTMENTS:  At December 31, the carrying values of
investments that were non-income producing during the preceding 12 months,
including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
(IN MILLIONS)                                            1995        1994
- -------------------------------------------------------------------------
<S>                                                   <C>         <C>
Fixed maturities..................................    $    75     $    71
Mortgage loans....................................         17          81
Real estate.......................................        234         280
- -------------------------------------------------------------------------
Total.............................................    $   326     $   432
- -------------------------------------------------------------------------
                                                      -------------------
</TABLE>
 
                                                                              41
<PAGE>
  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is to
manage the characteristics of investment assets, such as liquidity, currency,
yield and duration, to reflect the underlying characteristics of the related
insurance and contractholder liabilities, which vary among the Company's
principal product lines. In connection with this investment strategy, the
Company uses derivative instruments through hedging applications to manage
market risk.
 
  Generally, the Company uses interest rate swap contracts to create, when
combined with cash flows from variable rate bonds, fixed rate cash flows that
meet its portfolio investment strategy. Currency swaps are used to match the
currency of individual investments to that of the associated liabilities.
Interest rate futures are used to temporarily hedge against changes in market
values of bonds and mortgage loans to be purchased or sold, and stock index
futures may be used to hedge the temporary cash position of equity accounts.
Interest rate futures also are used to hedge interest rate risk associated with
withdrawals by contractholders over a scheduled time period.
 
  Cash requirements arise as a result of the Company's derivative activities.
Under interest rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed rate and variable rate
interest amounts calculated by reference to an agreed-upon notional principal
amount. Under futures contracts, initial margin requirements are settled with
cash or other instruments and changes in the contract values are settled in cash
daily with the exchange on which the instrument is traded. Under currency swaps,
the parties generally exchange a principal amount in the two relevant
currencies, agreeing to re-exchange principal amounts at a specified future date
using an agreed-upon exchange rate, and agreeing to periodically exchange
amounts equal to interest payments using the agreed-upon exchange rate.
 
  Because the Company's use of derivatives is limited to hedging applications,
changes in the market value of the derivatives are substantially offset by
changes in the market value of the hedged assets or underlying liabilities,
minimizing market risk. The Company routinely monitors, by individual
counterparty, exposure to credit risk associated with swap contracts. Futures
contracts are exchange-traded and, therefore, credit risk is limited since the
exchange assumes the obligations. The Company manages legal risks by following
industry standardized documentation procedures, by monitoring legal developments
and, consistent with its credit exposure policies, by limiting risks associated
with counterparty failure by diversifying the swaps portfolio among approved
dealers of high credit quality.
 
  Changes in the market value of futures contracts that qualify for hedge
accounting are deferred and recorded as adjustments to the carrying value of the
related bond or mortgage loan. Deferred gains and losses are amortized into net
investment income over the life of the investments purchased or recognized in
full as realized investment gains and losses in the event that the investment or
futures contract is sold prior to maturity. Futures contracts totaled $22
million and $142 million as of December 31, 1995 and 1994, respectively, and
were accounted for as hedges. At December 31, 1995, gains and losses on futures
contracts deferred in anticipation of investment purchases were $4 million and
$1 million, respectively. At December 31, 1994, gains and losses on futures
contracts deferred in anticipation of investment purchases were $1 million and
$3 million, respectively.
 
  Net interest received or paid on an interest rate swap contract is recognized
currently as an adjustment to net investment income. The fair value of interest
rate swap contracts is reported as an adjustment to the fair value of the
related investment. Underlying notional principal amounts associated with
interest rate swap contracts outstanding were $508 million and $596 million at
December 31, 1995 and 1994, respectively.
 
  The interest payment cash flows received in U.S. dollars from currency swaps
related to foreign currency denominated investment securities (primarily
Canadian dollars, pound sterling, Swiss francs and Japanese yen) are recognized
as net investment income when received. The fair value of currency swaps is
reported as an adjustment to the fair value of the related investment.
Underlying principal amounts associated with currency swap contracts outstanding
were $335 million and $325 million at December 31, 1995 and 1994, respectively.
 
  As of December 31, 1995 and 1994, respectively, the Company's variable rate
investments consisted of approximately $1.4 billion and $810 million of fixed
maturities, respectively. As of December 31, 1995 and 1994, the Company's fixed
rate investments consisted of $20.6 billion and $17.6 billion, respectively, of
fixed maturities and $10 billion and $9 billion, respectively, of mortgage
loans. As a result of recognizing amortization of deferred market value changes
in futures contracts, net investment income on bonds and mortgage loans was
increased by $10 million and $1 million, respectively, for the year ended
December 31, 1995 and by $7 million and $1 million,
 
42
<PAGE>
respectively, for the year ended December 31, 1994. In addition, the increase in
net investment income for bonds resulting from interest rate swap contracts was
$3 million, $12 million and $19 million for 1995, 1994 and 1993, respectively.
 
  G) OTHER:  As of December 31, 1995 and 1994, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
 
NOTE 4 -- INVESTMENT INCOME AND GAINS AND LOSSES
 
  A) NET INVESTMENT INCOME:  The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
(IN MILLIONS)                                          1995        1994        1993
- -------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Fixed maturities..................................    $ 1,669     $ 1,596     $ 1,547
Mortgage loans....................................        866         776         892
Equity securities.................................         15          20          16
Policy loans......................................        499         365         253
Real estate.......................................        301         291         238
Other long-term investments.......................         33          23          20
Short-term investments............................         40           8          18
                                                      -------     -------     -------
                                                        3,423       3,079       2,984
Less investment expenses..........................        285         274         242
- -------------------------------------------------------------------------------------
Net investment income.............................    $ 3,138     $ 2,805     $ 2,742
- -------------------------------------------------------------------------------------
                                                      -------------------------------
</TABLE>
 
  Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in Benefits, Losses and Settlement Expenses, was approximately $1.8 billion,
$1.5 billion and $1.6 billion for 1995, 1994 and 1993, respectively. Net
investment income for separate accounts, which is not reflected in the Company's
revenues, was $885 million, $693 million and $604 million for December 31, 1995,
1994 and 1993, respectively.
 
  As of December 31, 1995, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $149 million and $523 million,
including restructured investments of $105 million and $447 million,
respectively. Amounts on non-accrual status as of December 31, 1994 were $272
million of fixed maturities and $743 million of mortgage loans, including
restructurings of $148 million and $543 million, respectively. If interest on
these investments had been recognized in accordance with their original terms,
net income would have been increased by $12 million, $14 million and $17 million
in 1995, 1994 and 1993, respectively.
 
  B) REALIZED INVESTMENT GAINS AND LOSSES:  Realized gains and losses on
investments, excluding policyholder share, for the year ended December 31 were
as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
(IN MILLIONS)                                            1995        1994        1993
- -------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Realized investment gains (losses):
  Fixed maturities................................    $  (10)     $    4      $   28
  Mortgage loans..................................        (5)       --            (5)
  Equity securities...............................         5           2          (5)
  Real estate.....................................         4          15         (66)
  Other...........................................        (1)          6         (17)
                                                      -------     -------     -------
                                                          (7)         27         (65)
Income tax (benefits) expenses....................        (2)         12         (16)
- -------------------------------------------------------------------------------------
Net realized investment gains (losses)............    $   (5)     $   15      $  (49)
- -------------------------------------------------------------------------------------
                                                      -------------------------------
</TABLE>
 
  Impairments in the value of investments, net of recoveries, that are included
in realized investment gains and losses were $27 million, $33 million and $55
million in 1995, 1994 and 1993, respectively.
 
                                                                              43
<PAGE>
  Realized investment gains (losses) for separate accounts, which are not
reflected in the Company's revenues, were $412 million, ($51) million and $612
million for the years ended December 31, 1995, 1994 and 1993, respectively.
Realized investment (losses) attributable to policyholder contracts, which also
are not reflected in the Company's revenues, were ($6) million and ($5) million
for the years ended December 31, 1995 and 1993, respectively. Realized
investment gains (losses) attributable to policyholder contracts were zero for
the year ended December 31, 1994.
 
  Sale of available-for-sale fixed maturities and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
(IN MILLIONS)                                            1995        1994
- -------------------------------------------------------------------------
<S>                                                   <C>         <C>
Proceeds from sales...............................    $ 1,667     $ 2,116
Gross gains on sales..............................    $    78     $    73
Gross losses on sales.............................    $   (53)    $   (70)
- -------------------------------------------------------------------------
                                                      -------------------
</TABLE>
 
  Prior to the SFAS No. 115 reclassification described in Note 2(B), $171
million of fixed maturities classified as held-to-maturity, including
policyholder share, were transferred to the available-for-sale category in 1995
resulting in the recognition in Shareholder's Equity of unrealized depreciation
of $15 million, net of policyholder-related amounts and deferred income taxes.
During 1994, the Company sold $14 million of held-to-maturity fixed maturities,
including policyholder share, resulting in gross proceeds of $12 million and a
pre-tax realized loss of $2 million. In addition, in 1994 $82 million of fixed
maturities classified as held-to-maturity, including policyholder share, were
transferred to the available-for-sale category at fair value, which was not
significantly different from the carrying value. The sales of fixed maturities
classified as held to maturity and the transfer of such securities to the
available-for-sale category were the result of significant credit deterioration
of the issuers of the affected investments.
 
  Prior to adoption of SFAS No. 115, proceeds from voluntary sales of
investments in fixed maturities, including policyholder share, were $599 million
in 1993. Such sales resulted in gross realized gains and gross realized
(losses), including policyholder share, of $36 million and ($3) million,
respectively. These amounts exclude the effects of sales of fixed maturities
that, prior to the implementation of SFAS No. 115, were classified as short-term
investments.
 
NOTE 5 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Connecticut Insurance Department (the Department) recognizes as net income
and surplus (shareholder's equity) those amounts determined in conformity with
statutory accounting practices prescribed or permitted by the Department, which
differ in certain respects from generally accepted accounting principles. As of
December 31, 1994, there were no permitted accounting practices utilized by the
Company that were materially different from those prescribed by the Department.
 
  Capital stock of the Company at December 31, 1995 and 1994 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5.00).
 
  The Company's statutory net income was $390 million, $428 million and $397
million for 1995, 1994 and 1993, respectively. Statutory surplus was $2.1
billion and $2.0 billion at December 31, 1995 and 1994, respectively. The
Connecticut Insurance Holding Company Act limits the amount of annual dividends
or other distributions available to shareholders of Connecticut insurance
companies without prior approval of the Insurance Commissioner. Under current
law, the maximum dividend distribution that may be made by the Company during
1996 without prior approval is $432 million. The amount of restricted net assets
as of December 31, 1995 was approximately $4.1 billion.
 
44
<PAGE>
NOTE 6 -- INCOME TAXES
 
  The Company's net deferred tax asset of $403 million and $661 million as of
December 31, 1995 and 1994, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
 
  In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The balance in the account of approximately $450 million at December 31, 1995
would result in a tax liability of $158 million, only if distributed to the
shareholders or if the account balance exceeded a prescribed maximum. No income
taxes have been provided on this amount because, in management's opinion, the
likelihood that these conditions will be met is remote.
 
  CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service (IRS), and provisions are made in CIGNA's financial statements
in anticipation of the results of these audits. In management's opinion,
adequate tax liabilities have been established for all years.
 
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
(IN MILLIONS)                                          1995        1994
- -------------------------------------------------------------------------
<S>                                                   <C>         <C>
Deferred tax assets:
  Insurance and contractholder liabilities........    $   324     $   337
  Employee and retiree benefit plans..............        176         175
  Investments, net................................        225         220
  Unrealized depreciation on investments..........         --          30
  Other...........................................         72          71
                                                      -------     -------
  Total deferred tax assets.......................        797         833
                                                      -------     -------
Deferred tax liabilities:
  Policy acquisition expenses.....................         25          60
  Depreciation....................................         97         102
  Unrealized appreciation on investments..........        272          --
  Other...........................................         --          10
                                                      -------     -------
  Total deferred tax liabilities..................        394         172
- -------------------------------------------------------------------------
  Deferred income taxes, net......................    $   403     $   661
- -------------------------------------------------------------------------
                                                      -------------------
</TABLE>
 
  Total income tax expense was less than the amount computed using the nominal
federal income tax rate of 35% for the following reasons:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
(IN MILLIONS)                                          1995        1994        1993
- -------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Tax expense at nominal rate.......................    $   266     $   271     $   261
Tax-exempt interest income........................         (6)         (7)         (6)
Dividends received deduction......................         (7)         (3)         (4)
Amortization of goodwill..........................          4           4           5
Resolved federal tax audit issues.................         --          (2)         (3)
Increase in deferred tax asset for tax rate
 change...........................................         --          --         (13)
Other, net........................................         --           2          (4)
- -------------------------------------------------------------------------------------
Total income tax expense..........................    $   257     $   265     $   236
- -------------------------------------------------------------------------------------
                                                      -------------------------------
</TABLE>
 
                                                                              45
<PAGE>
  Temporary and other differences which resulted in the deferred tax expense
(benefit) for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
(IN MILLIONS)                                          1995        1994        1993
- -------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Insurance and contractholder liabilities..........    $    13     $    93     $   (80)
Policy acquisition expenses.......................        (35)         (8)        (39)
Investments, net..................................        (21)        (19)        (36)
Employee and retiree benefit plans................         (1)         (9)        (16)
Realized investment (gains) losses................         16         (20)        (24)
Other.............................................        (16)          8          (2)
- -------------------------------------------------------------------------------------
Deferred taxes (benefits).........................    $   (44)    $    45     $  (197)
- -------------------------------------------------------------------------------------
                                                      -------------------------------
</TABLE>
 
NOTE 7 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS
 
  A) PENSION PLANS:  The Company provides retirement benefits to eligible
employees and agents. These benefits are provided through a plan sponsored by
CIGNA covering most domestic employees (the Plan) and by several separate
pension plans for various subsidiaries, agents and foreign employees.
 
  The Plan is a non-contributory, defined benefit, trusteed plan available to
eligible domestic employees. Benefits are based on employees' years of service
and compensation during the highest three or, if service commenced after
December 31, 1988, five consecutive years of employment, offset by a portion of
the Social Security benefit for which they are eligible. CIGNA funds at least
the minimum amount required by the Employee Retirement Income Security Act of
1974. Allocated pension cost for the Company was $23 million, $31 million and
$27 million in 1995, 1994 and 1993, respectively.
 
  The Plan, and several separate pension plans for various subsidiaries and
agents, had deposits with the Company totalling approximately $2.0 billion and
$1.7 billion at December 31, 1995 and 1994, respectively.
 
  B) OTHER POSTRETIREMENT BENEFITS PLANS:  In addition to providing pension
benefits, the Company provides certain health care and life insurance benefits
to retired employees, spouses and other eligible dependents through various
plans sponsored by CIGNA. A substantial portion of the Company's employees may
become eligible for these benefits upon retirement. CIGNA's contributions for
health care benefits depend upon a retiree's date of retirement, age, years of
service and other cost-sharing features, such as deductibles and coinsurance.
Under the terms of the benefit plans, benefit provisions and cost-sharing
features can be adjusted. In general, retiree health care benefits are not
funded by CIGNA, but are paid as covered expenses are incurred. Retiree life
insurance benefits are paid from plan assets or as covered expenses are
incurred.
 
  An employer's postretirement benefit liability is primarily measured by
determining the present value of the projected future costs of health benefits
based on an estimate of health care cost trend rates. Expense for postretirement
benefits other than pensions allocated to the Company totalled $20 million for
1995, $28 million for 1994 and $15 million for 1993. The other postretirement
benefit liability included in Accounts Payable, Accrued Expenses and Other
Liabilities as of December 31, 1995 and 1994 was $427 million and $422 million,
including net intercompany payables of $28 million and $29 million,
respectively, for services provided by affiliates' employees.
 
  C) OTHER POSTEMPLOYMENT BENEFITS:  The Company provides certain salary
continuation (severance and disability), health care and life insurance benefits
to inactive and former employees, spouses and other eligible dependents through
various employee benefit plans sponsored by CIGNA.
 
  Although severance benefits accumulate with additional service, the Company
recognizes severance expense when severance is probable and the costs can be
reasonably estimated. Postemployment benefits other than severance generally do
not vest or accumulate; therefore, the estimated cost of benefits is accrued
when determined to be probable and estimable, generally upon disability or
termination. See Note 8 for additional information regarding severance accrued
as part of cost reduction initiatives.
 
  D) CAPITAL ACCUMULATION PLANS:  CIGNA sponsors various capital accumulation
plans in which employee contributions on a pre-tax basis (401(k)) are
supplemented by CIGNA matching contributions. Contributions are
 
46
<PAGE>
invested, at the election of the employee, in one or more of the following
investments: CIGNA common stock fund, several non-CIGNA stock and bond
portfolios and a fixed-income fund. The Company's expense for such plans totaled
$14 million for 1995 and 1994 and $13 million for 1993.
 
NOTE 8 -- SEGMENT INFORMATION
 
  The Company operates principally in three segments: Employee Life and Health
Benefits, Employee Retirement and Savings Benefits, and Individual Financial
Services. Other Operations consists principally of the results of the Company's
settlement annuity business.
 
  Summarized financial information with respect to the business segments for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
(IN MILLIONS)                                           1995         1994         1993
- ----------------------------------------------------------------------------------------
<S>                                                   <C>          <C>          <C>
REVENUES
Employee Life and Health Benefits.................    $  4,243     $  4,194     $  3,811
Employee Retirement and Savings Benefits..........       1,914        1,887        2,044
Individual Financial Services.....................       1,800        1,546        1,351
Other Operations..................................         181          173          190
- ----------------------------------------------------------------------------------------
Total.............................................    $  8,138     $  7,800     $  7,396
- ----------------------------------------------------------------------------------------
                                                      ----------------------------------
 
- ----------------------------------------------------------------------------------------
(IN MILLIONS)                                             1995         1994         1993
- ----------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES
Employee Life and Health Benefits.................    $    294     $    323     $    378
Employee Retirement and Savings Benefits..........         232          258          172
Individual Financial Services.....................         252          237          198
Other Operations..................................         (17)         (44)          (2)
- ----------------------------------------------------------------------------------------
Total.............................................    $    761     $    774     $    746
- ----------------------------------------------------------------------------------------
                                                      ----------------------------------
 
- ----------------------------------------------------------------------------------------
(IN MILLIONS)                                             1995         1994         1993
- ----------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Employee Life and Health Benefits.................    $  7,629     $  7,197     $  7,307
Employee Retirement and Savings Benefits..........      37,609       33,588       34,068
Individual Financial Services.....................      16,189       12,612        9,824
Other Operations..................................       2,569        2,111        2,283
- ----------------------------------------------------------------------------------------
Total.............................................    $ 63,996     $ 55,508     $ 53,482
- ----------------------------------------------------------------------------------------
                                                      ----------------------------------
</TABLE>
 
  During 1995, the Company recorded a $13 million pre-tax charge, included in
Other Operating Expenses, for cost reduction initiatives in the Employee Life
and Health Benefits segment. The charge consisted primarily of severance-related
expenses representing costs associated with nonvoluntary employee terminations
covering approximately 1,100 employees. The cash outlays associated with the
restructuring initiatives began in the third quarter of 1995 and will continue
through 1997, with most of the cash outlays expected to occur in 1996. During
1995, $3 million of severance was paid to 500 terminated employees. During 1993,
the Company implemented cost reduction initiatives in the Employee Life and
Health Benefits segment to reduce operating expenses. Results for 1993 reflected
a pre-tax charge of $8 million for the estimated costs of these cost reduction
actions. The Company has funded, and will continue to fund, these costs through
liquid assets, and such funding will not have a material adverse effect on its
liquidity.
 
                                                                              47
<PAGE>
NOTE 9 -- LEASES AND RENTALS
 
  Rental expenses for operating leases, principally with respect to buildings,
amounted to $60 million, $62 million and $66 million in 1995, 1994 and 1993,
respectively.
 
  As of December 31, 1995, future net minimum rental payments under
non-cancelable operating leases were $92 million, payable as follows: 1996 - $37
million; 1997 - $24 million; 1998 - $13 million; 1999 - $9 million; 2000 - $4
million; and $5 million thereafter.
 
NOTE 10 -- REINSURANCE
 
  In the normal course of business, the Company enters into agreements,
primarily relating to short-duration contracts, to assume and cede reinsurance
with other insurance companies. Reinsurance is ceded primarily to limit losses
from large exposures and to permit recovery of a portion of direct losses,
although ceded reinsurance does not relieve the originating insurer of
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristic of its reinsurers.
 
  Failure of reinsurers to indemnify the Company, as a result of reinsurer
insolvencies and disputes, could result in losses. As of December 31, 1995 and
1994 there were no allowances for uncollectible amounts. While future charges
for unrecoverable reinsurance may materially affect results of operations in
future periods, such amounts are not expected to have a material adverse effect
on the Company's liquidity or financial condition.
 
  The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
(IN MILLIONS)                                           1995         1994         1993
- ----------------------------------------------------------------------------------------
<S>                                                   <C>          <C>          <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................    $  3,374     $  3,419     $  2,666
  Assumed.........................................         818          716        1,248
  Ceded...........................................        (391)        (291)        (329)
- ----------------------------------------------------------------------------------------
  Net earned premiums and fees....................    $  3,801     $  3,844     $  3,585
- ----------------------------------------------------------------------------------------
                                                      ----------------------------------
 
- ----------------------------------------------------------------------------------------
(IN MILLIONS)                                             1995         1994         1993
- ----------------------------------------------------------------------------------------
LONG-DURATION CONTRACTS
Premiums and Fees:
  Direct..........................................    $  1,189     $  1,068     $  1,023
  Assumed.........................................         127          126          166
  Ceded...........................................        (119)         (78)         (70)
- ----------------------------------------------------------------------------------------
  Net earned premiums and fees....................    $  1,197     $  1,116     $  1,119
- ----------------------------------------------------------------------------------------
                                                      ----------------------------------
</TABLE>
 
  The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown above. Benefits,
Losses and Settlement Expenses for 1995, 1994 and 1993 were net of reinsurance
recoveries of $574 million, $415 million and $603 million, respectively.
 
NOTE 11 -- CONTINGENCIES
 
  A) FINANCIAL GUARANTEES:  The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the event of nonperformance. To limit the Company's exposure in the
event of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties, to monitor this status on
a periodic basis and to reduce risk through security arrangements.
 
48
<PAGE>
  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 20 years. The guarantees provide for payment of debt service
only as it becomes due; consequently, an event of default would not cause an
acceleration of scheduled principal and interest payments. The principal amount
of the bonds guaranteed by the Company at December 31, 1995 and 1994 was $266
million and $296 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in Net Investment Income as earned. Loss
reserves for financial guarantees are established when a default has occurred or
when the Company believes that a loss has been incurred. During 1994, losses for
industrial revenue bonds were $1 million. There were no such losses in 1995 and
1993.
 
  The Company also guarantees a minimum level of benefits for certain separate
account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1995 and 1994, the amount of minimum benefit
guarantees for separate account contracts was $5.1 billion and $4.8 billion,
respectively. Reserves in addition to the separate account liabilities are
established when the Company believes a payment will be required under one of
these guarantees. As of December 31, 1994, reserves of $6 million were recorded.
No such reserves were required as of December 31, 1995. Guarantee fees are part
of the overall management fee charged to separate accounts and are recognized in
income as earned.
 
  Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.
 
  B) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to: reform the
federal tax system; restrict insurance pricing and the application of
underwriting standards; reform health care; and expand regulation. Some of the
more significant issues are discussed below.
 
  Legislation is expected to be considered by Congress that is likely to limit,
and eventually substantially eliminate, the tax deductibility of policy loan
interest for corporate-owned life insurance. The outcome of such legislation is
uncertain and, although it could have a material adverse effect on results of
operations for the Individual Financial Services segment, it is not expected to
be material to the Company's consolidated results of operations, liquidity or
financial condition.
 
  The Company expects proposals for federal and state legislation seeking some
health care insurance reforms. Due to uncertainties associated with the timing
and content of any health care legislation, the effect on the Company's future
results of operations, liquidity or financial condition cannot be reasonably
estimated at this time.
 
  In recent years, the number of insurance companies that are impaired or
insolvent has increased. This is expected to result in an increase in mandatory
assessments by state guaranty funds of, or voluntary payments by, solvent
insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company recorded pre-tax charges of $17 million, $12 million
and $10 million for 1995, 1994 and 1993, respectively, for guaranty fund
assessments that can be reasonably estimated before giving effect to future
premium tax recoveries. Although future assessments and payments may adversely
affect results of operations in future periods, such amounts are not expected to
have a material adverse effect on the Company's liquidity or financial
condition.
 
  The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
 
  C) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business, including litigation associated with syndicated investment
products. While the outcome of all litigation involving the Company, including
insurance-related litigation, cannot be determined, litigation is not expected
to result in losses that differ from recorded reserves by amounts that would be
material to results of operations, liquidity or financial condition.
 
NOTE 12 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
 
  Financial instruments that are subject to fair value disclosure requirements
(insurance contracts, real estate, goodwill and taxes are excluded) are carried
in the financial statements at amounts that approximate fair values, unless
otherwise indicated in the following table. The fair values used for financial
instruments are estimates that in
 
                                                                              49
<PAGE>
many cases may differ significantly from the amounts that could be realized upon
immediate liquidation. In cases where market prices are not available, estimates
of fair value are based on discounted cash flow analyses which utilize current
interest rates for similar financial instruments with comparable terms and
credit quality. The fair value of liabilities for contractholder deposit funds
was estimated using the amount payable on demand and, for those not payable on
demand, discounted cash flow analyses.
 
  The following table presents carrying amounts and estimated fair values as of
December 31 for the Company's financial instruments that are not carried in the
financial statements at amounts approximating fair value.
 
<TABLE>
<CAPTION>
                                                           1995                  1994
- ---------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>        <C>
                                                    Carrying       Fair   Carrying       Fair
(IN MILLIONS)                                         Amount      Value     Amount      Value
- ---------------------------------------------------------------------------------------------
Assets:
  Fixed maturities-held to maturity...............  $     --   $     --   $ 10,061   $ 10,075
  Mortgage loans..................................  $ 10,218   $ 10,364   $  8,975   $  8,610
Liabilities:
  Contractholder deposit funds
   non-insurance products.........................  $ 19,797   $ 19,890   $ 18,561   $ 18,381
- ---------------------------------------------------------------------------------------------
</TABLE>
 
  For additional information on fair values of fixed maturities, see Note 2(A).
Fair values of off-balance-sheet financial instruments as of December 31, 1995
and 1994 were not material.
 
NOTE 13 -- RELATED PARTY TRANSACTIONS
 
  The Company has ceded group accident and health business under an
experience-rated stop loss agreement to CIGNA P&C. Reinsurance recoverables from
CIGNA P&C were $1.3 billion at December 31, 1994. During 1993, the Company
earned experience-rated refunds from CIGNA P&C, net of premiums ceded, of $63
million. Effective January 1, 1995 the treaty was cancelled. Reserves of
approximately $300 million, primarily related to long-term disability business,
were recaptured in 1995, with CIGNA P&C assuming responsibility for runout
claims on the remaining reserves. Assets, principally mortgages, with a fair
market value equal to reserves were received as part of the recapture.
 
  The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.7 billion at
December 31, 1995 and 1994.
 
  The Company cedes long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1995 and 1994 were $996 million and $992
million, respectively.
 
  The Company had lines of credit available from affiliates totaling $600
million at both December 31, 1995 and 1994. All borrowings are payable upon
demand with interest rates equivalent to CIGNA's average monthly short-term
borrowing rate plus 1/4 of 1%. Interest expense was $1 million and $3 million
for 1994 and 1993 respectively. As of December 31, 1995 and 1994, there were no
borrowings outstanding under such lines.
 
  The Company extended lines of credit to affiliates totalling $600 million at
December 31, 1995 and 1994. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. As of
December 31, 1994, the Company had $1.5 million in outstanding loans to
affiliates under such lines. There were no amounts outstanding as of December
31, 1995.
 
  The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. Withdrawals from the Account, up to the total amount of the
participant's investment in the Account, are allowed on a demand basis. As of
December 31, 1995 and 1994, the Company had a balance in the Account of $212
million and $259 million, respectively.
 
  CIGNA allocates to the Company its share of operating expenses incurred at the
corporate level. The Company also allocates a portion of its operating expenses
to affiliated companies on whose behalf it performs certain administrative
services.
 
50
<PAGE>
APPENDIX 1
 
ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
AND DEATH BENEFITS
 
   
The illustrations in this Prospectus have been prepared to help show how values
under the Policies change with investment performance, assuming in separate
illustrations both the Company's current charges and the Company's guaranteed
charges under the Policies. The illustrations illustrate how Accumulation
Values, Surrender Values and Death Benefits under a Policy would vary over time
if the hypothetical gross investment rates of return were a uniform annual
effective rate of either 0%, 6% or 12%. If the hypothetical gross investment
rate of return averages 0%, 6%, or 12% over a period of years, but fluctuates
above or below those averages for individual years, the Accumulation Values,
Surrender Values and Death Benefits may be different. The illustrations also
assume there are no Policy loans, no additional Premium Payments are made other
than shown, no Accumulation Values are allocated to the Fixed Account, and there
are no changes in the Specified Amount or Death Benefit Option.
    
 
The amounts shown for the Accumulation Value, Surrender Value and Death Benefit
as of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the Sub-Accounts is lower than the gross return. This is due
to the daily charges made against the assets of the Sub-Accounts for assuming
mortality and expense risks and for administrative expenses. The administrative
expense charge is currently at an annual effective rate of 0.10% of the daily
net asset value of the Variable Account during the first ten Policy Years, and
is guaranteed not to exceed 0.30% per year. The current mortality and expense
risk charges are equivalent to an annual effective rate of 0.85% of the daily
net asset value of the Variable Account. After the Tenth Policy Year, the
mortality and expense risk charge is reduced to 0.45% on an annual basis of the
daily net assets of the Variable Account. After the Fifteenth Policy Year, the
mortality and expense risk charge is further reduced to 0.15% on an annual basis
of the daily net assets of the Variable Account. The mortality and expense risk
charge is guaranteed not to exceed an annual effective rate of 0.90%. In
addition, the net investment returns also reflect the deduction of Fund
investment advisory fees and other expenses which will vary depending on which
funding vehicle is chosen but which are assumed for purposes of these
illustrations to be equivalent to an annual effective rate of 0.85% of the daily
net asset value of the Variable Account.
 
Assuming current charges for administration and mortality and expense risks,
gross annual rates of 0%, 6%, and 12% correspond to net experience at constant
annual rates of -1.80%, 4.20% and 10.20% during the first ten policy years,
constant annual rates of -1.30%, 4.70% and 10.70% during the eleventh through
fifteenth policy years and constant annual rates of -1.00%, 5.00% and 11.00%
thereafter. Assuming guaranteed charges for administration and mortality and
expense risks, gross annual rates of 0%, 6% and 12% correspond to net experience
at constant annual rates of -2.05%, 3.95% and 9.95% in all policy years.
 
The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection. Current values reflect current Cost of
Insurance charges and guaranteed values reflect the maximum Cost of Insurance
charges guaranteed in the Policy. The values shown are for Policies which are
issued as standard. Policies issued on a substandard basis would result in lower
Accumulation Values and Death Benefits than those illustrated.
 
The illustrations also reflect the fact that the Company deducts a premium load
from each Premium Payment. Current and guaranteed values reflect a deduction of
6.5% of each Premium Payment, plus an additional 40% of the first year's Premium
Payments up to one Guideline Annual Premium.
 
The Surrender Values shown in the illustrations reflect the fact that the
Company will refund a portion of the sales load for any Policy surrendered
during the first two years.
 
In addition, the illustrations reflect the fact that the Company deducts an $8
monthly administrative charge at the beginning of each Policy Month, as well as
an initial $250 policy issue charge.
 
Upon request, the Company will furnish a comparable illustration based on the
proposed insured's age, gender classification, smoking classification, risk
classification and premium payment requested.
 
                                                                              51
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    NON SMOKER    ISSUE AGE 45
                                  $4,935 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         4,935     500,000    500,000     500,000      1,686      1,808       1,930      3,063      3,185       3,307
   2        10,117     500,000    500,000     500,000      5,396      5,875       6,370      6,180      6,660       7,155
   3        15,558     500,000    500,000     500,000      8,910      9,981      11,128      8,910      9,981      11,128
   4        21,270     500,000    500,000     500,000     12,223     14,119      16,228     12,223     14,119      16,228
   5        27,269     500,000    500,000     500,000     15,362     18,315      21,732     15,362     18,315      21,732
   6        33,567     500,000    500,000     500,000     18,342     22,586      27,697     18,342     22,586      27,697
   7        40,181     500,000    500,000     500,000     21,167     26,935      34,173     21,167     26,935      34,173
   8        47,125     500,000    500,000     500,000     23,852     31,380      41,229     23,852     31,380      41,229
   9        54,416     500,000    500,000     500,000     26,400     35,928      48,929     26,400     35,928      48,929
  10        62,072     500,000    500,000     500,000     28,805     40,577      57,336     28,805     40,577      57,336
  15       106,490     500,000    500,000     500,000     38,511     65,807     114,266     38,511     65,807     114,266
  20       163,180     500,000    500,000     500,000     39,924     90,705     205,622     39,924     90,705     205,622
  25       235,533     500,000    500,000     500,000     26,035    108,632     355,972     26,035    108,632     355,972
  30       327,876           0    500,000     656,119          0    112,468     620,332          0    112,468     620,332
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates are assumed. Current mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of current mortality
                                  and expense risk charges and administrative
                                  expense charges and (2) assumed Fund total
                                  expenses of 0.85% per year. See "Expense Data"
                                  at pages 10-11 of this Prospectus.
 
52
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    NONSMOKER    ISSUE AGE 45
                                  $4,935 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST
 
   
<TABLE>
<CAPTION>
                                 DEATH BENEFIT                 TOTAL ACCUMULATION VALUE                 SURRENDER VALUE
                          ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF         ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%    GROSS 12%    GROSS 0%   GROSS 6%    GROSS 12%    GROSS 0%   GROSS 6%    GROSS 12%
                         NET        NET          NET         NET        NET          NET         NET        NET          NET
                        -2.05%     3.95%        9.95%       -2.05%     3.95%        9.95%       -2.05%     3.95%        9.95%
                                 IN YEARS 1-10                       IN YEARS 1-10                       IN YEARS 1-10
                         NET        NET          NET         NET        NET          NET         NET        NET          NET
          PREMIUMS      -2.05%     3.95%        9.95%       -2.05%     3.95%        9.95%       -2.05%     3.95%        9.95%
         ACCUMULATED            IN YEARS 11-15                      IN YEARS 11-15                      IN YEARS 11-15
END OF       AT          NET        NET          NET         NET        NET          NET         NET        NET          NET
POLICY   5% INTEREST    -2.05%     3.95%        9.95%       -2.05%     3.95%        9.95%       -2.05%     3.95%        9.95%
 YEAR     PER YEAR           IN YEARS 16 AND AFTER               IN YEARS 16 AND AFTER               IN YEARS 16 AND AFTER
- ------   -----------   ---------------------------------   ---------------------------------   ---------------------------------
<S>      <C>           <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
   1         4,935     500,000    500,000       500,000        639        727           816      2,016      2,104         2,193
   2        10,117     500,000    500,000       500,000      3,330      3,678         4,038      4,115      4,462         4,823
   3        15,558     500,000    500,000       500,000      5,843      6,620         7,453      5,843      6,620         7,453
   4        21,270     500,000    500,000       500,000      8,163      9,534        11,063      8,163      9,534        11,063
   5        27,269     500,000    500,000       500,000     10,290     12,416        14,884     10,290     12,416        14,884
 
   6        33,567     500,000    500,000       500,000     12,213     15,253        18,926     12,213     15,253        18,926
   7        40,181     500,000    500,000       500,000     13,905     18,008        23,181     13,905     18,008        23,181
   8        47,125     500,000    500,000       500,000     15,345     20,657        27,648     15,345     20,657        27,648
   9        54,416     500,000    500,000       500,000     16,505     23,162        32,321     16,505     23,162        32,321
  10        62,072     500,000    500,000       500,000     17,353     25,482        37,187     17,353     25,482        37,187
 
  15       106,490     500,000    500,000       500,000     16,157     33,103        64,481     16,157     33,103        64,481
  20       163,180     500,000    500,000       500,000      2,050     28,544        95,694      2,050     28,544        95,694
  25       235,533           0          0       500,000          0          0       125,367          0          0       125,367
  30       327,876           0          0       500,000          0          0       141,214          0          0       141,214
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  administrative expense and mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              53
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    NONSMOKER    ISSUE AGE 45
                                  $4,935 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET                    NET        NET                    NET        NET
          PREMIUMS      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         4,935     500,000    500,000     500,000      1,686      1,808       1,930      3,063      3,185       3,307
   2        10,117     500,000    500,000     500,000      5,396      5,875       6,370      6,180      6,660       7,155
   3        15,558     500,000    500,000     500,000      8,910      9,981      11,128      8,910      9,981      11,128
   4        21,270     500,000    500,000     500,000     12,223     14,119      16,228     12,223     14,119      18,228
   5        27,269     500,000    500,000     500,000     15,362     18,315      21,732     15,362     18,315      21,732
 
   6        33,567     500,000    500,000     500,000     18,342     22,586      27,697     18,342     22,586      27,697
   7        40,181     500,000    500,000     500,000     21,167     25,935      34,173     21,167     26,935      34,173
   8        47,125     500,000    500,000     500,000     23,852     31,380      41,229     23,852     31,380      41,229
   9        54,416     500,000    500,000     500,000     26,400     35,928      48,929     26,400     35,928      48,929
  10        62,072     500,000    500,000     500,000     28,805     40,577      57,336     28,805     40,577      57,336
 
  15       106,490     500,000    500,000     500,000     38,511     65,807     114,266     38,511     65,807     114,266
  20       163,180     500,000    500,000     500,000     39,924     90,705     205,622     39,924     90,705     205,622
  25       235,533     500,000    500,000     567,169     26,035    108,632     355,032     26,035    108,632     355,032
  30       327,876           0    500,000     847,694          0    112,468     593,185          0    112,468     593,185
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates are assumed. Current mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of current
                                  administrative expense charges and mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
54
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    NON SMOKER    ISSUE AGE 45
                                  $4,935 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         4,935     500,000    500,000     500,000        639        727         816      2,016      2,104       2,193
   2        10,117     500,000    500,000     500,000      3,330      3,678       4,038      4,115      4,462       4,823
   3        15,558     500,000    500,000     500,000      5,843      6,620       7,453      5,843      6,620       7,453
   4        21,270     500,000    500,000     500,000      8,163      9,534      11,063      8,163      9,534      11,063
   5        27,269     500,000    500,000     500,000     10,290     12,416      14,884     10,290     12,416      14,884
 
   6        33,567     500,000    500,000     500,000     12,213     15,253      18,926     12,213     15,253      18,926
   7        40,181     500,000    500,000     500,000     13,905     18,008      23,181     13,905     18,008      23,181
   8        47,125     500,000    500,000     500,000     15,345     20,657      27,648     15,345     20,657      27,648
   9        54,416     500,000    500,000     500,000     16,505     23,162      32,321     16,505     23,162      32,321
  10        62,072     500,000    500,000     500,000     17,353     25,482      37,187     17,353     25,482      37,187
 
  15       106,490     500,000    500,000     500,000     16,157     33,103      64,481     16,157     33,103      64,481
  20       163,180     500,000    500,000     500,000      2,050     28,544      95,694      2,050     28,544      95,694
  25       235,533           0          0     500,000          0          0     125,367          0          0     125,367
  30       327,876           0          0     500,000          0          0     141,214          0          0     141,214
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  administrative expense and mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              55
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER    ISSUE AGE 45
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000      1,777      1,907       2,037      3,243      3,373       3,503
   2        10,771     500,000    500,000     500,000      5,677      6,185       6,709      6,512      7,020       7,544
   3        16,563     500,000    500,000     500,000      9,342     10,474      11,686      9,342     10,474      11,686
   4        22,645     500,000    500,000     500,000     12,781     14,780      17,003     12,781     14,780      17,003
   5        29,032     500,000    500,000     500,000     16,017     19,123      22,719     16,017     19,123      22,719
 
   6        35,737     500,000    500,000     500,000     19,067     23,522      28,893     19,067     23,522      26,893
   7        42,778     500,000    500,000     500,000     21,943     27,988      35,584     21,943     27,988      35,584
   8        50,171     500,000    500,000     500,000     24,656     32,534      42,856     24,656     32,534      42,856
   9        57,934     500,000    500,000     500,000     27,217     37,174      50,784     27,217     37,174      50,784
  10        66,084     500,000    500,000     500,000     29,621     41,906      59,433     29,621     41,906      50,433
 
  15       113,374     500,000    500,000     500,000     38,968     67,294     117,802     38,968     67,294     117,802
  20       173,729     500,000    500,000     500,000     39,065     91,518     211,210     39,065     91,518     211,210
  25       250,758     500,000    500,000     500,000     22,859    107,777     365,814     22,859    107,777     365,814
  30       349,070           0    500,000     677,652          0    109,058     638,736          0    109,058     638,736
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates are assumed. Current mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of current
                                  administrative expense charges and mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
56
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER    ISSUE AGE 45
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
                       --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000        268        349         431      1,734      1,815       1,897
   2        10,771     500,000    500,000     500,000      2,674      2,991       3,320      3,509      3,826       4,155
   3        16,563     500,000    500,000     500,000      4,860      5,563       6,319      4,860      5,563       6,319
   4        22,645     500,000    500,000     500,000      6,826      8,059       9,437      6,826      8,059       9,437
   5        29,032     500,000    500,000     500,000      8,549     10,448      12,657      8,549     10,448      12,657
 
   6        35,737     500,000    500,000     500,000     10,019     12,711      15,979     10,019     12,711      15,979
   7        42,778     500,000    500,000     500,000     11,207     14,812      19,381     11,207     14,812      19,381
   8        50,171     500,000    500,000     500,000     12,090     16,714      22,845     12,090     16,714      22,845
   9        57,934     500,000    500,000     500,000     12,628     18,366      26,337     12,628     18,366      26,337
  10        66,084     500,000    500,000     500,000     12,789     19,720      29,825     12,789     19,720      29,825
 
  15       113,374     500,000    500,000     500,000      7,196     20,595      46,444      7,196     20,595      46,444
  20       173,729           0    500,000     500,000          0      5,195      57,237          0      5,195      57,237
  25       250,758           0          0     500,000          0          0      46,542          0          0      46,542
  30       349,070           0          0           0          0          0           0          0          0           0
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return,
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  administrative expense charges and mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              57
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER    ISSUE AGE 45
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%      -1.80%     4.20%      10.20%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET                    NET        NET                    NET        NET
          PREMIUMS      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%      -1.30%     4.70%      10.70%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%      -1.00%     5.00%      11.00%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000      1,777      1,907       2,037      3,243      3,373       3,503
   2        10,771     500,000    500,000     500,000      5,677      6,185       6,709      6,512      7,020       7,544
   3        16,563     500,000    500,000     500,000      9,342     10,474      11,686      9,342     10,474      11,686
   4        22,645     500,000    500,000     500,000     12,781     14,780      17,003     12,781     14,780      17,003
   5        29,032     500,000    500,000     500,000     16,017     19,123      22,719     16,017     19,123      22,719
 
   6        35,737     500,000    500,000     500,000     19,067     23,522      28,893     19,067     23,522      28,893
   7        42,778     500,000    500,000     500,000     21,943     27,988      35,584     21,943     27,988      35,584
   8        50,171     500,000    500,000     500,000     24,656     32,534      42,856     24,656     32,534      42,856
   9        57,934     500,000    500,000     500,000     27,217     37,174      50,784     27,217     37,174      50,784
  10        66,084     500,000    500,000     500,000     29,621     41,906      59,433     29,621     41,906      58,433
 
  15       113,374     500,000    500,000     500,000     38,968     67,294     117,802     38,968     67,294     117,802
  20       173,729     500,000    500,000     500,000     39,065     91,518     211,210     39,065     91,518     211,210
  25       250,758     500,000    500,000     571,686     22,859    107,777     364,640     22,859    107,777     364,640
  30       349,070           0    500,000     864,277          0    109,058     608,995          0    109,058     608,995
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Current cost of insurance
                                  rates are assumed. Current mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of current
                                  administrative expense charges and mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
58
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER    ISSUE AGE 45
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST
 
   
<TABLE>
<CAPTION>
                                DEATH BENEFIT               TOTAL ACCUMULATION VALUE               SURRENDER VALUE
                         ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
                       GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
                        -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
                       --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
         ACCUMULATED           IN YEARS 11-15                    IN YEARS 11-15                    IN YEARS 11-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%      -2.05%     3.95%       9.95%
 YEAR     PER YEAR          IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER             IN YEARS 16 AND AFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000        268        349         431      1,734      1,815       1,897
   2        10,117     500,000    500,000     500,000      2,674      2,991       3,320      3,509      3,826       4,155
   3        16,563     500,000    500,000     500,000      4,860      5,563       6,319      4,860      5,563       6,319
   4        22,645     500,000    500,000     500,000      6,826      8,059       9,437      6,826      8,059       9,437
   5        29,032     500,000    500,000     500,000      8,549     10,448      12,657      8,549     10,448      12,657
 
   6        35,737     500,000    500,000     500,000     10.019     12,711      15,979     10,019     12,711      15,979
   7        42,778     500,000    500,000     500,000     11,207     14,812      19,381     11,207     14,812      19,381
   8        50,171     500,000    500,000     500,000     12,090     16,714      22,845     12,090     16,714      22,845
   9        57,934     500,000    500,000     500,000     12,628     18,366      26,337     12,628     18,366      26,337
  10        66,084     500,000    500,000     500,000     12,789     19,720      29,825     12,789     19,720      29,825
 
  15       113,374     500,000    500,000     500,000      7,196     20,595      46,444      7,196     20,595      46,444
  20       173,729           0    500,000     500,000          0      5,195      57,237          0      5,195      57,237
  25       250,758           0          0     500,000          0          0      46,542          0          0      46,542
  30       349,070           0          0           0          0          0           0          0          0           0
</TABLE>
    
 
                                  If Premiums are paid more frequently than
                                  annually, the Death Benefits, Accumulation
                                  Values and Surrender Values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed cost of insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium load are assumed.
 
                                  These investment results are illustrative only
                                  and should not be considered a representation
                                  of past or future investment results. Actual
                                  investment results may be more or less than
                                  those shown and will depend on a number of
                                  factors, including the Policy Owner's
                                  allocations and the Funds' rates of return.
                                  Accumulation Values and Surrender Values for a
                                  Policy would be different from those shown if
                                  the actual investment rates of return averaged
                                  0%, 6% and 12% over a period of years, but
                                  fluctuated above or below those averages for
                                  individual Policy Years. No representations
                                  can be made that these rates of return will in
                                  fact be achieved for any one year or sustained
                                  over a period of time.
 
                                  The "Net" percentages in these illustrations
                                  reflect (1) the deduction of guaranteed
                                  administrative expense charges and mortality
                                  and expense risk charges and (2) assumed Fund
                                  total expenses of 0.85% per year. See "Expense
                                  Data" at pages 10-11 of this Prospectus.
 
                                                                              59
<PAGE>
      [LOGO]
 
                                                                   550253 (3/96)
<PAGE>
                          UNDERTAKING TO FILE REPORTS
 
    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
 
                       CONTENTS OF REGISTRATION STATEMENT
 
    This registration statement comprises the following papers and documents:
 
       The facing sheet;
       A cross-reference sheet (reconciliation and tie);
       The prospectus, consisting of 60 pages;
       The undertaking to file reports;
       The signatures;
       Opinion and consent of Robert A. Picarello Esq.
           (filed with original filing March 15, 1996)
       Opinions and consents of Timothy J. Luedtke, FSA
           (filed with original filing March 15, 1996)
       The consent of Price Waterhouse LLP
   
       Opinion and consent of Ian Glew, FSA relating to representativeness of
       illustrations.
    
 
   
<TABLE>
<S>        <C>
Exhibit    Form  of Distribution  Agreement among Connecticut  General Life Insurance
1.         Company (the  "Company"),  CIGNA  Financial  Advisors,  Inc.  and  selling
           dealers.
 
           Incorporated by reference to Post-Effective Amendment No. 2 to
           Registration Statement on Form N-4 (File No. 33-83020) filed by CG
           Variable Annuity Separate Account II on June 21, 1995.
 
Exhibit    Fund Participation Agreements
2.
 
           Agreements between Connecticut General Life Insurance Company and
 
           (a) Alger American Fund
 
           Incorporated by reference to Post-Effective Amendment No. 2 to
           Registration Statement on Form S-6 (File No. 33-84426) filed by CG
               Variable Life Insurance Separate Account I on April 19, 1996.
 
           (b) Fidelity Variable Products Fund*
 
           (c) Fidelity Variable Products Fund II*
 
           (d) MFS Variable Insurance Trust*
 
           (e) OCC Accumulation Trust*
 
           * -- Incorporated by reference to Post-Amendment No. 1 to Registration
           Statement on Form S-6 (File No. 33-89238) filed by CG Variable Life
               Insurance Separate Account II on April 19, 1996.
</TABLE>
    
<PAGE>
                                   SIGNATURES
 
   
    Pursuant  to the requirements of the Securities Act of 1933, the registrant,
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE  ACCOUNT 02, has duly caused  this
Pre-Effective  Amendment No. 2 to  its Registration Statement on  Form S-6 to be
signed on its behalf by the undersigned thereunto duly authorized, and its  seal
to  be hereunto affixed and attested, all in the town of Bloomfield and State of
Connecticut, on the 12th day of August, 1996.
    
 
                                          CG CORPORATE INSURANCE VARIABLE LIFE
                                          SEPARATE ACCOUNT 02
                                          (Name of Registrant)
 
   
                                          By:           /S/ IAN A. GLEW
    
 
                                             -----------------------------------
   
                                                        Ian A. Glew,
                                                       VICE PRESIDENT
                                             CONNECTICUT GENERAL LIFE INSURANCE
                                                           COMPANY
    
 
                                          CONNECTICUT GENERAL LIFE INSURANCE
                                          COMPANY
                                          (Name of Depositor)
 
   
                                          By:           /S/ IAN A. GLEW
    
 
                                             -----------------------------------
   
                                                        Ian A. Glew,
                                                       VICE PRESIDENT
    
 
   
    Pursuant  to  the  requirements  of   the  Securities  Act  of  1933,   this
Pre-Effective  Amendment No.  2 to this  registration statement  has been signed
below on August 12, 1996 by the following persons in the capacities indicated:
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                                 TITLE WITH DEPOSITOR
- ------------------------------------------------------  ------------------------------------
 
<C>                                                     <S>
                          THOMAS C. JONES*
     -------------------------------------------        President (Principal Executive
                   Thomas C. Jones                       Officer)
 
                  BRADLEY K. MILLER*
     -------------------------------------------        Assistant Vice President and Actuary
                  Bradley K. Miller                      (Principal Financial Officer)
 
                    ROBERT MOOSE*
     -------------------------------------------        Vice President (Principal
                     Robert Moose                        Accounting Officer)
 
                  HAROLD W. ALBERT*
     -------------------------------------------        Director
                   Harold W. Albert
 
                  ROBERT W. BURGESS*
     -------------------------------------------        Director
                  Robert W. Burgess
</TABLE>
    
<PAGE>
   
<TABLE>
<CAPTION>
                      SIGNATURE                                 TITLE WITH DEPOSITOR
- ------------------------------------------------------  ------------------------------------
<C>                                                     <S>
 
                     JOHN G. DAY*
     -------------------------------------------        Director
                     John G. Day
 
                JOSEPH M. FITZGERALD*
     -------------------------------------------        Director
                 Joseph M. Fitzgerald
 
                ARTHUR C. REEDS, III*
     -------------------------------------------        Director
                 Arthur C. Reeds, III
 
                 PATRICIA L. ROWLAND*
     -------------------------------------------        Director
                 Patricia L. Rowland
 
               W. ALLEN SCHAFFER, M.D.*
     -------------------------------------------        Director
               W. Allen Schaffer, M.D.
 
           *By            /S/ DAVID C. KOPP
     -------------------------------------------
                    David C. Kopp
                   ATTORNEY-IN-FACT
            (A Majority of the Directors)
</TABLE>
    
 
<PAGE>
    We, the  undersigned  directors and  officers  of Connecticut  General  Life
Insurance  Company, hereby  severally constitute and  appoint David  C. Kopp and
Robert A.  Picarello,  and  each  of them  individually,  our  true  and  lawful
attorneys-in-fact,  with full power to them and each of them to sign for us, and
in our names  and in the  capacities indicated below,  any and all  Registration
Statements on Form N-4 or S-6 on behalf of the Company in the name of one of its
Separate  Accounts filed with  the Securities and  Exchange Commission under the
Securities Act of 1933, hereby ratifying  and confirming our signatures as  they
may be signed by our attorneys-in-fact to said Registration Statement.
 
    WITNESS our hands and common seal on this 9th day of August, 1996.
 
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
- -----------------------------------  President (Principal
          Thomas C. Jones             Executive Officer)
 
       /s/ BRADLEY K. MILLER         Assistant Vice President
- -----------------------------------   and Actuary (Principal
         Bradley K. Miller            Financial Officer)
 
- -----------------------------------  Vice President (Principal
           Robert Moose               Accounting Officer)
 
- -----------------------------------  Director
         Harold W. Albert
 
- -----------------------------------  Director
        S. Tyrone Alexander
 
- -----------------------------------  Director
         Robert W. Burgess
 
- -----------------------------------  Director
            John G. Day
 
- -----------------------------------  Director
       Joseph M. Fitzgerald
 
- -----------------------------------  Director
         H. Edward Hanway
 
- -----------------------------------  Director
           John E. Pacy
 
- -----------------------------------  Director
       Arthur C. Reeds, III
 
- -----------------------------------  Director
        Patricia L. Rowland
 
- -----------------------------------  Director
      W. Allen Schaffer, M.D.
 
- -----------------------------------  Director
          John Wilkinson

<PAGE>

                                                                          [LOGO]

Connecticut General Life Insurance Company
900 Cottage Grove Road
Hartford, CT  06152-2324

Re: CG Corporate Insurance Variable Life Separate Account 02
    Registration Statement S-6 File No. 333-01741


Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement filed by
Connecticut General Life Insurance Company under the Securities Act of 1933
recorded as File No. 333-01741.  The prospectus included in the Registration
Statement on Form S-6 describes flexible premium variable universal life
insurance policies (the "Policies").  The forms of Policies were prepared under
my direction, and I am familiar with the Registration Statement, as amended, and
Exhibits thereto.

In my opinion, the illustrations of benefits under the Policies included in the
Section entitled "Illustrations" in the prospectus, based on assumptions stated
in the illustrations, are consistent with the provisions of the respective forms
of the Policies.  The age selected in the illustrations is representative of the
manner in which the Policy operates.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.


Very truly yours,



/s/Ian Glew
Ian Glew, FSA, MAAA
Actuary

August 9, 1996



<PAGE>


                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this 
Pre-Effective Amendment No. 2 to the registration statement of the 
CG Corporate Insurance Variable Life Separate Account 02 on Form S-6 of our 
report dated February 13, 1996, relating to the consolidated financial 
statements of Connecticut General Life Insurance Company, which appears in 
such Prospectus. We also consent to the reference to us under the heading 
"Experts" in such Prospectus.



Price Waterhouse LLP
Hartford, Connecticut
August 14, 1996






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