CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 2
S-6EL24, 1996-03-15
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<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 1996
                                                              FILE NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                             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 or Sex
 
  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>
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; Fidelity Variable
Insurance Products Fund  -- Equity-Income Portfolio  and High Income  Portfolio;
Fidelity  Variable  Insurance  Products  Fund  II  --  Index  500  Portfolio and
Investment Grade Bond Portfolio; Janus  Aspen Fund -- 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: JULY   , 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........................          29
Appendix 1......................................          30
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......          30
</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 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; Fidelity Variable Insurance Products Fund -- Equity-Income
Portfolio and High Income Portfolio; Fidelity Variable Insurance Products Fund
II -- Index 500 Portfolio and Investment Grade Bond Portfolio; Janus Aspen Fund
- -- 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 under guaranteed mortality and expense charges and an
annual interest rate of 5%.
 
INITIAL 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. The Initial Specified Amount may be increased or decreased as
described in this Prospectus.
 
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.
 
                                                                               3
<PAGE>
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.
 
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, 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.
 
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,
                    an additional premium load of 25% of the increase in the
                    Guideline Annual Premium will be deducted from premiums
                    received during the 12 months following the increase.
 
                    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.
 
                    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, .35% during the
                    eleventh through fifteenth Policy Years, and .05%
                    thereafter.
 
                                                                               5
<PAGE>
                    Daily charges from Variable Account Value are made for
                    administrative expenses, currently at the annual rate of
                    .10%.
 
                    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.
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 policyholders' and stockholders' dividends, and
                    the type of distribution of investments permitted. A blanket
                    bond for $10 million covers all of the officers and
                    employees of the Company.
 
6
<PAGE>
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;
 
                        Janus Aspen Series ("Janus Series"), managed by Janus
                        Capital Corporation, 100 Fillmore Street, Suite 500,
                        Denver, CO 80206-4923.
 
                                                                               7
<PAGE>
                        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.
 
                    One Fund of the CIGNA VARIABLE PRODUCTS GROUP is available
                    under the Policies:
 
                        CIGNA Variable Products Money Market 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")
 
                    Two Funds of FIDELITY Trust II is available under the
                    Policies.
 
                        Index 500 Portfolio ("Fidelity Index 500 Portfolio");
                        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 with
                    total market capitalization of less than $1 billion.
 
                    ALGER AMERICAN MIDCAP 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 between $750
                    million and $3.5 billion.
 
8
<PAGE>
                    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.
 
                    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.
 
                    FIDELITY INDEX 500 PORTFOLIO: Seeks to match the total
                    return of the Standard and Poor's 500 Composite Stock Price
                    Index while keeping expenses low. The fund will normally
                    have 80% of its assets invested in the equity securities of
                    companies that compose the S&P 500.
 
                    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 .35% per year in the eleventh
Policy Year and to .05% 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. It is guaranteed not to
exceed .30% per year.
 
                                   FEE TABLE
 
<TABLE>
<CAPTION>
                                                                             FIDELITY VARIABLE INSURANCE
                                ALGER AMERICAN FUNDS                               PRODUCTS FUNDS
                      ----------------------------------------   ---------------------------------------------------
                                           MIDCAP                  HIGH      EQUITY                    INVESTMENT
                          SMALL CAP        GROWTH     GROWTH      INCOME     INCOME     INDEX 500      GRADE BOND
                            FUND            FUND       FUND      PORTFOLIO  PORTFOLIO   PORTFOLIO       PORTFOLIO
                      -----------------   --------   ---------   --------   ---------   ----------   ---------------
<S>                   <C>                 <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%            0.85%
Administrative
 Expense Charge.....        0.10%          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%            0.95%
 
FUND PORTFOLIO
 ANNUAL OPERATING
 EXPENSES
Management Fees.....        0.85%          0.80%      0.75%      0.60%      0.51%         0.00%            0.45%
Other Expenses......        0.07%          0.10%      0.10%      0.11%      0.10%         0.28%            0.14%
                             ---            ---        ---        ---        ---           ---              ---
TOTAL FUND PORTFOLIO
 ANNUAL OPERATING
 EXPENSES...........        0.92%(1)       0.90%(1)   0.85%(1)   0.71%(2b)  0.61%         0.28%(2a)        0.59%
<FN>
- ------------------------------
(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) The Fund's  expenses  were voluntarily  reduced  by the  Fund's  Investment
     advisor.  Absent reimbursement,  management fee, other  expenses, and total
     expenses would have been 0.28%, 0.19% and 0.47%, respectively.
 
(2b) 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%.
</TABLE>
 
10
<PAGE>
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 Fee. 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.
 
<TABLE>
<CAPTION>
 MFS-REGISTERED TRADEMARK-                                                                         TEMPLETON       CIGNA
    VARIABLE INSURANCE                                                                             VARIABLE      VARIABLE
TRUST-REGISTERED TRADEMARK-                                              JANUS ASPEN SERIES        PRODUCTS      PRODUCTS
- ---------------------------           OCC ACCUMULATION TRUST            ---------------------    -------------   ---------
 EMERGING          TOTAL      ---------------------------------------   WORLDWIDE     SHORT        TEMPLETON       MONEY
  GROWTH           RETURN      SMALL CAP      MANAGED       EQUITY       GROWTH     TERM BOND    INTERNATIONAL    MARKET
  SERIES           SERIES      PORTFOLIO     PORTFOLIO     PORTFOLIO    PORTFOLIO   PORTFOLIO        FUND          FUND
- -----------      ----------   -----------   -----------   -----------   ---------   ---------    -------------   ---------
<S>              <C>          <C>           <C>           <C>           <C>         <C>          <C>             <C>
   0.85%           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%        0.10%
    ---             ---            ---           ---           ---         ---         ---            ---          ---
   0.95%           0.95%          0.95%         0.95%         0.95%       0.95%       0.95%          0.95%        0.95%
   0.75%           0.75%          0.80%         0.80%         0.80%       0.68%       0.00%          0.49%        0.35%
   0.25%(3b)       0.25%(3b)      0.20%         0.14%         0.20%       0.22%       0.70%          0.22%        0.15%(6b)
    ---             ---            ---           ---           ---         ---         ---            ---          ---
   1.00%(3a)       1.00%(3a)      1.00%(4)      0.94%(4)      1.00%(4)    0.90%(5)    0.70%(5)       0.71%        0.50%(6a)
</TABLE>
 
<TABLE>
<S>  <C>
- ------------------------------
(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.  See "Information  Concerning the  Shares of  Each
     Series-Expenses"  below. 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."
(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 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. 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) Other  Operating Expenses  are based on  estimated amounts  for the current
     fiscal year. Other Operating Expenses include all expenses not specifically
     assumed by CIGNA Investments, Inc.
</TABLE>
 
                                                                              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. 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 is based on Premium Payments.
 
                    Under each of Option A, Option B, and Option C the proceeds
                    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 will result in an
                      additional Premium Load of 25% of the increase in the
                      Guideline Annual Premium.
 
                    - 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 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.
 
                                                                              15
<PAGE>
                    - 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.
 
                    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
 
16
<PAGE>
                    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% of 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, an additional Premium
                    Load of 25% of the increase in the Guideline Annual Premium
                    will be deducted from all premiums received during the 12
                    months following the increase. This load represents state
                    taxes and federal income tax liabilities and a portion of
                    the sales expenses incurred by the Company. The 2.25%
                    portion of this deduction for premium taxes 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% 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, risk class and gender
                    classification (in accordance with state law) of the Insured
                    and the current Net Amount at Risk.
 
                    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).
 
                                                                              17
<PAGE>
                    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, 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, .35% per year during the eleventh through
                    fifteenth Policy Years and .05% 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 the event a Policy is surrendered during the first two
                    Policy Years, the Aggregate Premium Load retained by the
                    Company for sales and promotional expense will not 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.
 
                    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.
 
                    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 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
 
                                                                              25
<PAGE>
                    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
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
                    opinion filed as an Exhibit to the Registration Statement
                    given on the authority of Mr. Luedtke 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.
 
                    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.
 
                    FINANCIAL STATEMENTS
 
                    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 will be filed by pre-effective amendment.
 
                                                                              29
<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. 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 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 0.35% 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
                    0.05% 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.
 
30
<PAGE>
                    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.
 
                                                                              31
<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        10,673     500,000    500,000     500,000      8,910      9,981      11,128      8,910      9,981      11,128
   4        11,251     500,000    500,000     500,000     12,223     14,119      16,228     12,223     14,119      16,228
   5        11,814     500,000    500,000     500,000     15,362     18,315      21,732     15,362     18,315      21,732
   6        12,404     500,000    500,000     500,000     18,342     22,586      27,697     18,342     22,586      27,697
   7        13,035     500,000    500,000     500,000     21,167     26,935      34,173     21,167     26,935      34,173
   8        13,686     500,000    500,000     500,000     23,852     31,380      41,229     23,852     31,380      41,229
   9        14,371     500,000    500,000     500,000     26,400     35,928      48,929     26,400     35,928      48,929
  10        15,089     500,000    500,000     500,000     28,805     40,577      57,336     28,805     40,577      57,336
  15        24,195     500,000    500,000     500,000     38,511     65,807     114,266     38,511     65,807     114,266
  20        30,880     500,000    500,000     500,000     39,924     90,705     205,622     39,924     90,705     205,622
  25        39,412     500,000    500,000     500,000     26,035    108,632     355,972     26,035    108,632     355,972
  30        56,013           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.
 
32
<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        10,673     500,000    500,000       500,000      5,843      6,620         7,453      5,843      6,620         7,453
   4        11,251     500,000    500,000       500,000      8,163      9,534        11,063      8,163      9,534        11,063
   5        11,814     500,000    500,000       500,000     10,290     12,416        14,884     10,290     12,416        14,884
 
   6        12,404     500,000    500,000       500,000     12,213     15,253        18,926     12,213     15,253        18,926
   7        13,035     500,000    500,000       500,000     13,905     18,008        23,181     13,905     18,008        23,181
   8        13,686     500,000    500,000       500,000     15,345     20,657        27,648     15,345     20,657        27,648
   9        14,371     500,000    500,000       500,000     16,505     23,162        32,321     16,505     23,162        32,321
  10        15,089     500,000    500,000       500,000     17,353     25,482        37,187     17,353     25,482        37,187
 
  15        24,195     500,000    500,000       500,000     16,157     33,103        64,481     16,157     33,103        64,481
  20        30,880     500,000    500,000       500,000      2,050     28,544        95,694      2,050     28,544        95,694
  25        39,412           0          0       500,000          0          0       125,367          0          0       125,367
  30        56,013           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.
 
                                                                              33
<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        10,673     500,000    500,000     500,000      8,910      9,981      11,128      8,910      9,981      11,128
   4        11,251     500,000    500,000     500,000     12,223     14,119      16,228     12,223     14,119      18,228
   5        11,814     500,000    500,000     500,000     15,362     18,315      21,732     15,362     18,315      21,732
 
   6        12,404     500,000    500,000     500,000     18,342     22,586      27,697     18,342     22,586      27,697
   7        13,035     500,000    500,000     500,000     21,167     25,935      34,173     21,167     26,935      34,173
   8        13,686     500,000    500,000     500,000     23,852     31,380      41,229     23,852     31,380      41,229
   9        14,371     500,000    500,000     500,000     26,400     35,928      48,929     26,400     35,928      48,929
  10        15,089     500,000    500,000     500,000     28,805     40,577      57,336     28,805     40,577      57,336
 
  15        24,195     500,000    500,000     500,000     38,511     65,807     114,266     38,511     65,807     114,266
  20        30,880     500,000    500,000     500,000     39,924     90,705     205,622     39,924     90,705     205,622
  25        39,412     500,000    500,000     567,169     26,035    108,632     355,032     26,035    108,632     355,032
  30        56,013           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.
 
34
<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        10,673     500,000    500,000     500,000      5,843      6,620       7,453      5,843      6,620       7,453
   4        11,251     500,000    500,000     500,000      8,163      9,534      11,063      8,163      9,534      11,063
   5        11,814     500,000    500,000     500,000     10,290     12,416      14,884     10,290     12,416      14,884
 
   6        12,404     500,000    500,000     500,000     12,213     15,253      18,926     12,213     15,253      18,926
   7        13,035     500,000    500,000     500,000     13,905     18,008      23,181     13,905     18,008      23,181
   8        13,686     500,000    500,000     500,000     15,345     20,657      27,648     15,345     20,657      27,648
   9        14,371     500,000    500,000     500,000     16,505     23,162      32,321     16,505     23,162      32,321
  10        15,089     500,000    500,000     500,000     17,353     25,482      37,187     17,353     25,482      37,187
 
  15        24,195     500,000    500,000     500,000     16,157     33,103      64,481     16,157     33,103      64,481
  20        30,880     500,000    500,000     500,000      2,050     28,544      95,694      2,050     28,544      95,694
  25        39,412           0          0     500,000          0          0     125,367          0          0     125,367
  30        56,013           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.
 
                                                                              35
<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        11,359     500,000    500,000     500,000      9,342     10,474      11,686      9,342     10,474      11,686
   4        11,972     500,000    500,000     500,000     12,781     14,780      17,003     12,781     14,780      17,003
   5        12,571     500,000    500,000     500,000     16,017     19,123      22,719     16,017     19,123      22,719
 
   6        13,199     500,000    500,000     500,000     19,067     23,522      28,893     19,067     23,522      26,893
   7        13,869     500,000    500,000     500,000     21,943     27,988      35,584     21,943     27,988      35,584
   8        14,563     500,000    500,000     500,000     24,656     32,534      42,856     24,656     32,534      42,856
   9        15,291     500,000    500,000     500,000     27,217     37,174      50,784     27,217     37,174      50,784
  10        16,055     500,000    500,000     500,000     29,621     41,906      59,433     29,621     41,906      50,433
 
  15        25,748     500,000    500,000     500,000     38,968     67,294     117,802     38,968     67,294     117,802
  20        32,861     500,000    500,000     500,000     39,065     91,518     211,210     39,065     91,518     211,210
  25        41,940     500,000    500,000     500,000     22,859    107,777     365,814     22,859    107,777     365,814
  30        59,609           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.
 
36
<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        11,359     500,000    500,000     500,000      4,860      5,563       6,319      4,860      5,563       6,319
   4        11,972     500,000    500,000     500,000      6,826      8,059       9,437      6,826      8,059       9,437
   5        12,571     500,000    500,000     500,000      8,549     10,448      12,657      8,549     10,448      12,657
 
   6        13,199     500,000    500,000     500,000     10,019     12,711      15,979     10,019     12,711      15,979
   7        13,869     500,000    500,000     500,000     11,207     14,812      19,381     11,207     14,812      19,381
   8        14,563     500,000    500,000     500,000     12,090     16,714      22,845     12,090     16,714      22,845
   9        15,291     500,000    500,000     500,000     12,628     18,366      26,337     12,628     18,366      26,337
  10        16,056     500,000    500,000     500,000     12,789     19,720      29,825     12,789     19,720      29,825
 
  15        25,748     500,000    500,000     500,000      7,196     20,595      46,444      7,196     20,595      46,444
  20        32,861           0    500,000     500,000          0      5,195      57,237          0      5,195      57,237
  25        41,940           0          0     500,000          0          0      46,542          0          0      46,542
  30        59,609           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.
 
                                                                              37
<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        11,359     500,000    500,000     500,000      9,342     10,474      11,686      9,342     10,474      11,686
   4        11,972     500,000    500,000     500,000     12,781     14,780      17,003     12,781     14,780      17,003
   5        12,571     500,000    500,000     500,000     16,017     19,123      22,719     16,017     19,123      22,719
 
   6        13,199     500,000    500,000     500,000     19,067     23,522      28,893     19,067     23,522      28,893
   7        13,869     500,000    500,000     500,000     21,943     27,988      35,584     21,943     27,988      35,584
   8        14,563     500,000    500,000     500,000     24,656     32,534      42,856     24,656     32,534      42,856
   9        15,291     500,000    500,000     500,000     27,217     37,174      50,784     27,217     37,174      50,784
  10        16,055     500,000    500,000     500,000     29,621     41,906      59,433     29,621     41,906      58,433
 
  15        25,748     500,000    500,000     500,000     38,968     67,294     117,802     38,968     67,294     117,802
  20        32,861     500,000    500,000     500,000     39,065     91,518     211,210     39,065     91,518     211,210
  25        41,940     500,000    500,000     571,686     22,859    107,777     364,640     22,859    107,777     364,640
  30        59,609           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.
 
38
<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        11,359     500,000    500,000     500,000      4,860      5,563       6,319      4,860      5,563       6,319
   4        11,972     500,000    500,000     500,000      6,826      8,059       9,437      6,826      8,059       9,437
   5        12,571     500,000    500,000     500,000      8,549     10,448      12,657      8,549     10,448      12,657
 
   6        13,199     500,000    500,000     500,000     10.019     12,711      15,979     10,019     12,711      15,979
   7        13,869     500,000    500,000     500,000     11,207     14,812      19,381     11,207     14,812      19,381
   8        14,563     500,000    500,000     500,000     12,090     16,714      22,845     12,090     16,714      22,845
   9        15,291     500,000    500,000     500,000     12,628     18,366      26,337     12,628     18,366      26,337
  10        16,056     500,000    500,000     500,000     12,789     19,720      29,825     12,789     19,720      29,825
 
  15        25,748     500,000    500,000     500,000      7,196     20,595      46,444      7,196     20,595      46,444
  20        32,861           0    500,000     500,000          0      5,195      57,237          0      5,195      57,237
  25        41,940           0          0     500,000          0          0      46,542          0          0      46,542
  30        59,609           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.
 
                                                                              39
<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 40 pages;
       The undertaking to file reports;
       The signatures;
       Opinion and written consent of Robert A. Picarello:
           Robert A. Picarello
       Opinion and Representation and Consents of Timothy J. Luedtke
<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
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 14th day of March,
1996.
 
                                          CG CORPORATE INSURANCE VARIABLE LIFE
                                          SEPARATE ACCOUNT 02
                                          (Name of Registrant)
 
                                          By:         /s/ THOMAS C. JONES
 
                                             -----------------------------------
                                                      Thomas C. Jones,
                                                          PRESIDENT
                                             CONNECTICUT GENERAL LIFE INSURANCE
                                                           COMPANY
 
                                          CONNECTICUT GENERAL LIFE INSURANCE
                                          COMPANY
                                          (Name of Depositor)
 
                                          By:         /s/ THOMAS C. JONES
 
                                             -----------------------------------
                                                      Thomas C. Jones,
                                                          PRESIDENT
 
    Pursuant  to  the  requirements  of   the  Securities  Act  of  1933,   this
registration  statement has been signed below on March 14, 1996 by the following
persons in the capacities indicated:
 
             SIGNATURE                         TITLE                 DATE
- -----------------------------------  ------------------------- -----------------
 
          THOMAS C. JONES            President (Principal
- -----------------------------------   Executive                 March 14, 1996
          Thomas C. Jones             Officer)
 
                                     Vice President and
          JAMES T. KOHAN*             Actuary
- -----------------------------------   (Principal Financial      March 14, 1996
          James T. Kohan              Officer)
 
           ROBERT MOOSE*
- -----------------------------------  Vice President (Principal  March 14, 1996
           Robert Moose               Accounting Officer)
 
         HAROLD W. ALBERT*
- -----------------------------------  Director                   March 14, 1996
         Harold W. Albert
 
        MARTIN A. BRENNAN*
- -----------------------------------  Director                   March 14, 1996
         Martin A. Brennan
 
<PAGE>
<TABLE>
<CAPTION>
             SIGNATURE                         TITLE                 DATE
- -----------------------------------  ------------------------- -----------------
<C>                                  <S>                       <C>
 
        ROBERT W. BURGESS*
- -----------------------------------  Director                   March 14, 1996
         Robert W. Burgess
 
           JOHN G. DAY*
- -----------------------------------  Director                   March 14, 1996
            John G. Day
 
       JOSEPH M. FITZGERALD*
- -----------------------------------  Director                   March 14, 1996
       Joseph M. Fitzgerald
 
       ARTHUR C. REEDS, III*
- -----------------------------------  Director                   March 14, 1996
       Arthur C. Reeds, III
 
       PATRICIA L. ROWLAND*
- -----------------------------------  Director                   March 14, 1996
        Patricia L. Rowland
 
     W. ALLEN SCHAFFER, M.D.*
- -----------------------------------  Director                   March 14, 1996
      W. Allen Schaffer, M.D.
 
      *By ROBERT A. PICARELLO
- -----------------------------------
        Robert A. Picarello                                     March 14, 1996
         ATTORNEY-IN-FACT
   (A Majority of the Directors)
</TABLE>
 
<PAGE>
                               POWER OF ATTORNEY
 
    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, in
our names  and in  the  capacities indicated  below,  any and  all  Registration
Statements  on Form N-4 or  Form S-6 which may be  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   either  of  our
attorneys-in-fact to any such Registration Statement.
 
    WITNESS our hands and common seal on this 31st day of May, 1995.
 
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
          THOMAS C. JONES
- -----------------------------------  President (Principal
          Thomas C. Jones             Executive Officer)
 
          JAMES T. KOHAN             Vice President and
- -----------------------------------   Actuary (Principal
          James T. Kohan              Financial Officer)
 
           ROBERT MOOSE
- -----------------------------------  Vice President (Principal
           Robert Moose               Accounting Officer)
 
         HAROLD W. ALBERT
- -----------------------------------  Director
         Harold W. Albert
 
        S. TYRONE ALEXANDER
- -----------------------------------  Director
        S. Tyrone Alexander
 
         MARTIN A. BRENNAN
- -----------------------------------  Director
         Martin A. Brennan
 
         ROBERT W. BURGESS
- -----------------------------------  Director
         Robert W. Burgess
 
            JOHN G. DAY
- -----------------------------------  Director
            John G. Day
 
          R. CHRIS DOERR
- -----------------------------------  Director
          R. Chris Doerr
 
        LAWRENCE P. ENGLISH
- -----------------------------------  Director
        Lawrence P. English
 
       JOSEPH M. FITZGERALD
- -----------------------------------  Director
       Joseph M. Fitzgerald
 
       ARTHUR C. REEDS, III
- -----------------------------------  Director
       Arthur C. Reeds, III
 
      W. ALLEN SCHAFFER, M.D.
- -----------------------------------  Director
      W. Allen Schaffer, M.D.
 
        PATRICIA L. ROWLAND
- -----------------------------------  Director
        Patricia L. Rowland
<PAGE>
Robert A. Picarello
Chief Counsel
 
                                                                    [LOGO]
 
March 14, 1996
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
 
Re: Form S-6 Registration Statement - File No. 33-
CG Corporate Insurance Variable Life Separate Account 02 (the "Account")
 
Dear Sirs:
 
As Chief Counsel of the Individual Insurance Division of Connecticut General
Life Insurance Company (the "Company"), I am familiar with the actions of the
Board of Directors establishing the Account and its method of operation and
authorizing the filing of a registration statement under the Securities Act of
1933 for the securities to be issued by the Account and under the Investment
Company Act of 1940 for the Account itself.
 
In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect to
the Account, and such other matters as I deemed necessary or appropriate. Based
on such review, I am of the opinion that the variable life insurance contracts
(and interests therein) which are the subject of the registration statement
under the Securities Act of 1933 being filed for the Account will, when issued,
be legally issued and will represent binding obligations of the Company, the
depositor for the Account.
 
I further consent to the use of this opinion as an Exhibit to said Registration
Statement and to the reference to me under the heading "Experts" in said
Registration Statement.
 
Very truly yours,
 
/s/ ROBERT A. PICARELLO
 
Robert A. Picarello
Chief Counsel
<PAGE>
                                                                    [LOGO]
 
INTEROFFICE MEMO
 
<TABLE>
<S>        <C>                                                      <C>
Date:      March 14, 1996
To:        File
 
From:      Timothy J. Luedtke, S251
 
Telephone: 721-1612
 
Subject:   Flexible Premium Variable Life Insurance Policy
           Actuarial Opinion Regarding DAC Tax Charge
</TABLE>
 
This memo has been prepared for filing as an exhibit with Connecticut General
Life Insurance Company's (the "Company") registration statement on Form S-6 with
the Securities and Exchange Commission for CG Corporate Insurance Variable Life
Separate Account 02 (the "Account"). The filing is made pursuant to Rule 6e-3(T)
under the Investment Company Act of 1940.
 
In the opinion of the undersigned:
 
1.  The 1.25% of premium charged as part of the premium load(1) for the
    additional Federal Income Tax burden under Internal Revenue Code Section 848
    (DAC Tax) is reasonable in relation to CGLIC's increased taxes under this
    Section. In determining reasonableness, CGLIC has taken into account the
    benefit of future deductions and has used a discount rate of 10%
    representing our cost of capital.
 
2.  The 10% cost of capital assumption is reasonable and appropriate for use in
    calculating the present value of future tax deductions. CGLC seeks an
    after-tax rate of return on investment capital well in excess of 10%, and to
    the extent that capital must be used to meet increased federal tax burden
    under Section 848 resulting from the receipt of premiums, such capital is
    not available for investment. Thus, the cost of capital used to satisfy our
    tax burden is equal to the after-tax rate of return on capital. To the
    extent that the 10% discount rate is lower than CGLIC's actual targeted rate
    of return, a margin is provided that the calculation of CGLIC's increased
    tax burden attributable to the receipt of premiums will continue to be
    reasonable over time, even if the corporate tax rate or targeted rate of
    return is lowered.
 
3.  The factors used to determine the cost of capital are appropriate. The
    factors considered include the following: actual historical costs CGLIC has
    incurred for capital, market interest rates, CGLIC's anticipated long term
    growth rate, the risk level for this type of business, and inflation.
 
I hereby consent to the reference to me under "Experts" in said registration
statement.
 
/s/ TIMOTHY J. LUEDTKE
Timothy J. Luedtke, FSA, MAAA
Assistant Vice President and Actuary
Connecticut General Life Insurance Company
 
- ------------------------------
(1) The premium load structure consists of:
1. A First Year premium load which is comprised of: (a) a sales load of 40% on
the amount of premium paid up to the first guideline annual premium and (b) an
additional premium load of 6.5% on total first year premium; and
2. A Renewal Year premium load of 6.5% on total renewal year premium.
<PAGE>
                                                                    [LOGO]
 
INTEROFFICE MEMO
 
<TABLE>
<S>        <C>                                                      <C>
Date:      March 14, 1996
To:        File
 
From:      Timothy J. Luedtke, S251
 
Telephone: 721-1612
 
Subject:   Flexible Premium Variable Life Insurance Policy
           Representation Pursuant to Rule 6e-3(T)
</TABLE>
 
This memo has been prepared for filing as an exhibit with Connecticut General
Life Insurance Company's (the "Company") registration statement on Form S-6 with
the Securities and Exchange Commission for CG Corporate Insurance Variable Life
Separate Account 02 (the "Account"). The filing is made pursuant to Rule 6e-3(T)
under the Investment Company Act of 1940. Registrant elects to be governed by
Rule 6e-3(T)(b)(13)(i)(A).
 
The Company makes the following representations:
 
1.  Rule 6e-3(T)(b)(13)(iii)(F) has been relied upon.
 
2.  The level of the Mortality and Expense Risk Charge is reasonable in relation
    to the risks assumed by the Company under the policies. The methodology used
    to support this representation is based on an analysis of the policies,
    including the level of other expense charges, uncertainties in terms of
    expense and mortality factors, and policy guarantees. The Company undertakes
    to keep and make available to the Commission on request the documents used
    to support this representation.
 
3.  There is reasonable likelihood that the distribution financing arrangement
    of the Account will benefit the Account and Policy Owners, and the Company
    will keep and make available to the Commission on request a memorandum
    setting forth the basis for this representation.
 
4.  The Account will invest only in management investment companies which have
    undertaken to have a board of directors, a majority of whom are not
    interested persons of the company, formulate and approve any plan under
    12b-1 to finance distribution expenses.
 
I hereby consent to the reference to me under "Experts" in said registration
statement.
 
/s/ TIMOTHY J. LUEDTKE
Timothy J. Luedtke, FSA, MAAA
Assistant Vice President and Actuary
Connecticut General Life Insurance Company


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