CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 2
485APOS, 1999-04-21
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
    
                                                              FILE NO. 333-01741
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
   
                       POST-EFFECTIVE AMENDMENT NO. 8 TO
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-6
    
 
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2
 
                 CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE
                                   ACCOUNT 02
 
                           (EXACT NAME OF REGISTRANT)
 
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
                              (NAME OF DEPOSITOR)
 
              900 Cottage Grove Road, Hartford, Connecticut 06152
 
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               Depositor's Telephone Number, including Area Code
 
   
                                 (860) 534-4100
    
 
<TABLE>
<S>                                  <C>
     Mark A. Parsons, 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.
 
   
    Form 24F-2 was filed on March 19, 1999 for Registrant's fiscal year ended
December 31, 1998.
    
 
    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
    
   
____X____ 60 days after filing pursuant to paragraph (a) of Rule 485
    
_________ on _______, pursuant to paragraph (a) of Rule 485
<PAGE>
                             CROSS REFERENCE SHEET
                            (RECONCILIATION AND TIE)
                     REQUIRED BY INSTRUCTION 4 TO FORM S-6
 
<TABLE>
<CAPTION>
ITEM OF FORM N-8B-2 LOCATION IN PROSPECTUS
- ------------------- -------------------------------------------------------
<S>                 <C>
  1                 Cover Page Highlights
 
  2                 Cover Page
 
  3                 *
 
  4                 Distribution of Policies
 
  5                 The Company
 
  6(a)              The Variable Account
 
  6(b)              *
 
  9                 Legal Proceedings
 
  10(a)-(c)         Short-Term Right to Cancel the Policy; Surrenders;
                    Accumulation Value; Reports to Policy Owners
 
  10(d)             Right to Exchange for a Fixed Benefit Policy; Policy
                    Loans; Surrenders; Allocation of Net Premium Payments
 
  10(e)             Lapse and Reinstatement
 
  10(f)             Voting Rights
 
  10(g)-(h)         Substitution of Securities
 
  10(i)             Premium Payments; Transfers; Death Benefit; Policy
                    Values; Settlement Options
 
  11                The Funds
 
  12                The Funds
 
  13                Charges; Fees
 
  14                Issuance
 
  15                Premium Payments; Transfers
 
  16                The Variable Account
 
  17                Surrenders
 
  18                The Variable Account
 
  19                Reports to Policy Owners
 
  20                *
 
  21                Policy Loans
 
  22                *
 
  23                The Company
 
  24                Incontestability; Suicide; Misstatement of Age
 
  25                The Company
 
  26                Fund Participation Agreements
 
  27                The Variable Account
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-8B-2 LOCATION IN PROSPECTUS
- ------------------- -------------------------------------------------------
<S>                 <C>
  28                Directors and Officers of the Company
 
  29                The Company
 
  30                *
 
  31                *
 
  32                *
 
  33                *
 
  34                *
 
  35                *
 
  37                *
 
  38                Distribution of Policies
 
  39                Distribution of Policies
 
  40                *
 
  41(a)             Distribution of Policies
 
  42                *
 
  43                *
 
  44                The Funds; Premium Payments
 
  45                *
 
  46                Surrenders
 
  47                The Variable Account; Surrenders, Transfers
 
  48                *
 
  49                *
 
  50                The Variable Account
 
  51                Cover Page; Highlights; Premium Payments; Right to
                    Exchange for a Fixed Benefit Policy
 
  52                Substitution of Securities
 
  53                Tax Matters
 
  54                *
 
  55                *
</TABLE>
 
* Not Applicable
<PAGE>
   
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
    
<PAGE>
   
                  Preliminary Prospectus Dated April 21, 1999
    
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
   
                                                                          [LOGO]
 
<TABLE>
<S>                               <C>
HOME OFFICE LOCATION:             MAILING ADDRESS:
900 COTTAGE GROVE ROAD            CIGNA
BLOOMFIELD, CONNECTICUT           CORPORATE VARIABLE PRODUCTS SERVICE CENTER
                                  P.O. BOX 2975
                                  ROUTING H14A
                                  HARTFORD, CT 06104
                                  (860) 534-4100
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
         THE CORPORATE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
    
- --------------------------------------------------------------------------------
 
    This prospectus describes a flexible premium variable life insurance
contract (the "Policy") offered by Connecticut General Life Insurance Company
(the "Company", "we, us, our/ours").
 
    Policy features:
 
   
       -   life insurance benefits on an individual (or joint and survivor see
           page 23) basis;
    
 
   
       -   flexible premium payments (see page 15);
    
   
       -   a choice of underlying funding options (see page 8); and
    
   
       -   a choice of three death benefit options (see page 13).
    
 
   
    The Policy values vary with the investment performance of the underlying
fund options you select. The amount of money paid by us upon the death of the
Insured (the "death benefit") may also vary during the life of the Policy. When
you notify us of the Insured's death, we will pay the beneficiary(ies) the
Policy's death benefit in a lump sum or through an equivalent annuity option.
    
 
   
    We offer seventeen funds in this Policy through a separate account. Each
fund (commonly called a mutual fund) diversifies its investments and offers
unlimited shares for sale. Each fund has a different investment objective. The
funds are as follows:
    
 
   
<TABLE>
<S>                                              <C>
THE ALGER AMERICAN FUND                          JANUS ASPEN SERIES
Alger American Small Capitalization Portfolio    Worldwide Growth Portfolio
Alger American MidCap Growth Portfolio
                                                 MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE
Alger American Growth Portfolio                  TRUST-SM-
                                                 MFS Emerging Growth Series
BT INSURANCE FUNDS TRUST                         MFS Total Return Series
EAFE-Registered Trademark- Equity Index Fund
Small Cap Index Fund                             OCC ACCUMULATION TRUST
                                                 OCC Equity Portfolio
CIGNA VARIABLE PRODUCTS GROUP                    OCC Managed Portfolio
CIGNA VP Money Market Fund                       OCC Small Cap Portfolio
CIGNA VP S&P 500 Index Fund
CIGNA VP Investment Grade Bond Fund              TEMPLETON VARIABLE PRODUCTS SERIES FUND
                                                 Templeton International Fund Class 1
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity-Income Portfolio
VIP High Income Portfolio
</TABLE>
    
 
    The Policy also offers a Fixed Account, which credits a fixed amount of
interest to policy values in that account. We guarantee the amounts held in the
Fixed Account. We also guarantee that the funds will earn interest at a rate at
least equal to the lesser of (a) 4% per year, or (b) the prevailing 30-day
Treasury Bill Rate as of the last day of the previous calendar month. Unless
specifically mentioned, this prospectus only describes the variable investment
options.
 
    It may not be in your best interest to replace existing insurance with this
Policy. It also may not be in your best interest to supplement existing flexible
premium variable life insurance with this Policy. You should read this entire
prospectus, and those of the funds, to understand the Policy.
 
TO BE VALID, THIS PROSPECTUS MUST HAVE THE CURRENT MUTUAL FUNDS' PROSPECTUSES
WITH IT. KEEP THEM ALL FOR FUTURE REFERENCE.
 
   
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE TO STATE OTHERWISE.
    
   
                         PROSPECTUS DATED: MAY   , 1999
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
Technical Terms.................................           3
Highlights......................................           4
  Initial Choices...............................           4
  Charges and Fees..............................           4
  Expense Data..................................           6
The Company.....................................           8
The Variable Account............................           8
The Funds.......................................           8
  General.......................................          11
  Substitution of Securities....................          11
  Voting Rights.................................          12
  Fund Participation Agreements.................          12
Death Benefit...................................          12
    Death Benefit Options.......................          12
    Changes in Death Benefit Option.............          13
    Payment of Death Benefit....................          13
    Changes in Specified Amount.................          14
Premium Payments; Transfers.....................          14
    Premium Payments............................          14
    Allocation of Net Premium Payments..........          15
    Transfers...................................          16
Charges; Fees...................................          16
    Premium Charges.............................          16
    Policy Issue Fee............................          17
    Monthly Deductions..........................          17
    Daily Deductions............................          17
    Administrative Fee..........................          17
    Mortality and Expense Risk Charge...........          17
    Transaction Fee for Excess Transfers........          17
    Surrenders During First Two Policy Years --
     Refund of Portion of Premium Charge........          18
The Fixed Account...............................          18
Policy Values...................................          19
    Accumulation Value..........................          19
    Variable Accumulation Unit Value............          19
    Surrender Value.............................          20
Surrenders......................................          20
    Partial Surrenders..........................          20
    Full Surrenders.............................          20
 
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
    Deferral of Payment and Transfers...........          20
Lapse and Reinstatement.........................          21
    Lapse of a Policy...........................          21
    Reinstatement of a Lapsed Policy............          21
Policy Loans....................................          21
Settlement Options..............................          22
Additional Insurance Benefit....................          22
Joint and Survivorship Benefit..................          23
Other Policy Provisions.........................          23
    Issuance....................................          23
    Short-Term Right to Cancel the Policy.......          23
    Policy Owner................................          24
    Beneficiary.................................          24
    Right to Exchange for a Fixed Benefit
     Policy.....................................          24
    Incontestability............................          24
    Misstatement of Age.........................          25
    Suicide.....................................          25
    Nonparticipating Policies...................          25
Tax Matters.....................................          25
    Policy Proceeds.............................          25
    Taxation of the Company.....................          27
Other Matters...................................          27
    Directors and Officers of the Company.......          27
    Distribution of Policies....................          28
    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
    Year 2000...................................          30
    Financial Statements........................          31
Appendix 1......................................          74
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......          76
</TABLE>
    
 
2
<PAGE>
TECHNICAL TERMS
 
ACCUMULATION UNIT: A unit of measure used to calculate the value of a Variable
Account sub-account.
 
   
ACCUMULATION VALUE: The sum of your interest in the Fixed Account value (see
page 18), your interest in the Variable Account value (see page 8) and the loan
account value.
    
 
CASE: A group of policies covering individuals with common employment or other
relationship, independent of the policies.
 
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".
 
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.
 
GRACE PERIOD: The 61-day period following a monthly anniversary day on which a
Policy's net accumulation value is insufficient to cover the current monthly
deduction. We will send a notice at least 31 days before the end of the grace
period that the Policy will lapse without value unless we receive a sufficient
payment (described in the notification letter).
 
GUIDELINE ANNUAL PREMIUM: The level amount, 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%.
 
MONTHLY ANNIVERSARY DAY: The day of the month, as shown in the Policy
Specifications, when we make the monthly deduction; or, if that day is not a
valuation day or is nonexistent for that month, the next valuation day.
 
NET ACCUMULATION VALUE: The accumulation value less the loan account value.
 
POLICY YEAR: Each twelve-month period, beginning on the issue date, during which
the Policy is in effect.
 
   
RIGHT-TO-EXAMINE PERIOD: The period of time following the issuance of the Policy
during which you may return the Policy and receive a refund of premiums paid.
This period is the latest of (a) ten days after the Policy is received, unless
stipulated otherwise by state law requirements, (b) ten days after we mail or
personally deliver to you a notice of withdrawal right, or (c) 45 days after you
sign the application for the Policy.
    
 
SPECIFIED AMOUNT: The amount you choose which is used in determination of the
death benefit and which you may increase or decrease as described in this
prospectus. We exclude the additional insurance benefit from the specified
amount when calculating charges and fees for the Policy and when calculating the
guideline annual premium and the target premium.
 
   
SUB-ACCOUNT: That portion of the Variable Account (see page 8) which is invested
in shares of a specific fund.
    
 
   
SURRENDER VALUE: The amount you can receive in cash by surrendering the Policy.
This equals the net accumulation value plus any premium charge credits if the
surrender occurs within 24 months of issue.
    
 
VALUATION DAY: Every day on which accumulation units are valued. This will
include any day on which the New York Stock Exchange is open, but not 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.
 
                                                                               3
<PAGE>
HIGHLIGHTS
 
                    This section is an overview of key Policy features.
                    Regulations in your state may vary the provisions of your
                    own Policy. The Policy is a flexible premium variable life
                    insurance policy. Its value may change on a:
 
                    a) fixed basis;
                    b) variable basis; or
                    c) combination of both fixed and variable bases.
INITIAL CHOICES
TO BE MADE
                    When purchasing a Policy, you have three important choices
                    to make:
 
                    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
                    The death benefit is the amount we pay to the
                    beneficiary(ies) when the Insured dies. Before we pay the
                    beneficiary(ies) any outstanding loan account balances or
                    outstanding amounts due are subtracted from the death
                    benefit. We calculate the death benefit payable as of the
                    date on which the Insured died.
 
                    When you purchase your Policy, you must choose one of three
                    death benefit options:
 
                    1) Option A -- a varying death benefit equal to the greater
                       of:
                        a) the specified amount plus the accumulation value; or
                        b) the corridor death benefit.
 
                    2) Option B -- a level death benefit equal to the greater
                       of:
                        a) the specified amount, or
                        b) the corridor death benefit.
 
                    3) Option C -- a "return of premium" death benefit equal to
                       the greater of:
                        a) the specified amount plus the sum of the premiums
                           paid; or
                        b) the corridor death benefit.
AMOUNT OF
PREMIUM PAYMENT
   
                    When you apply for your Policy, you must decide how much
                    premium to pay. Premium payments may be changed within the
                    limits described on page 15. If you change your premium
                    payments, however, your Policy may continue in force but it
                    might also lapse if you don't pay enough premium to maintain
                    a positive net accumulation value. If your Policy lapses
                    because your monthly deduction is larger than the net
                    accumulation value, you may reinstate your Policy. See page
                    21.
    
SELECTION OF
FUNDING
VEHICLE(S)
   
                    You must choose the fund(s) in which you want to place your
                    net premium payment(s). For each fund, we maintain a
                    separate sub-account which invests in shares of that fund.
                    These fund sub-accounts make up the Variable Account (see
                    page 8). A variable sub-account is not guaranteed and will
                    increase or decrease in value according to the particular
                    fund's investment performance. (See page 19.) You may also
                    choose to place part or all of your net premium payment(s)
                    into the Fixed Account.
    
 
   
                    Your initial premium payment will be deposited in the CIGNA
                    Variable Products Group's Money Market Fund during the
                    Right-to-Examine Period as described in "Short-Term Right to
                    Cancel the Policy". (See page 23.)
    
CHARGES
AND FEES
                    We will deduct a premium charge of 6.5% from each premium
                    payment for sales expenses, premium taxes and other tax
                    liabilities.
 
                    We also deduct the following:
 
   
                        - a 40% premium charge on premium payments up to one
                          guideline annual premium in the first policy year.
    
 
4
<PAGE>
   
                    If your specified amount is increased, other than through a
                    change in a death benefit option, we will deduct an
                    additional premium charge of 25% of the premium payment(s)
                    up to the increase in the one guideline annual premium
                    during the first 12 months of the increase. This charge will
                    be applied to the extent that the premium payment(s) are
                    attributable to the increase in the specified amount rather
                    than to the previously existing specified amount.
    
 
                    We deduct monthly charges for:
 
                    1) Cost of Insurance, and
                    2) any additional insurance benefit.
 
                    We also deduct the following administrative expenses:
 
   
                    1) a one-time charge of $250 at issue,
    
                    2) monthly deductions of $8 per month,
   
                    3) daily charges from the policy values for the first ten
                       policy years (currently at an annual rate of .10% of the
                       value of the assets in the accounts).
    
 
                    Daily charges for the mortality and expense risk are
                    deducted from the Variable Account value and the Fixed
                    Account value. Currently these charges are at an annual rate
                    of:
 
   
                    1) .85% of the value of the assets during the first ten
                       policy years, and
    
   
                    2) .45% of the value of the assets in the accounts during
                       policy years eleven through fifteen, and
    
   
                    3) .15% of the Policy value thereafter.
    
 
   
                    Each fund has its own management fee charge, also deducted
                    daily. Each fund's expense levels will affect its investment
                    results. The table on pages 6-7 shows current expense levels
                    for each fund as of December 31, 1998.
    
 
                    We charge a transaction fee of $25 for each partial
                    surrender and for certain transfers in excess of four per
                    policy year.
 
                    We will charge interest 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% per year in policy years 11-15, and
    
 
                    - .15% per year thereafter.
 
   
                    For additional information, see "Charges; Fees" beginning on
                    page 16 and Expense Data on pages 6 and 7.
    
REDUCTION OF
CHARGES
                    This Policy is available for purchase by corporations or
                    other groups or sponsoring organizations on a case basis. We
                    may reduce premium charges or any other charges on cases
                    where we expect that the amount or nature of the case will
                    result in savings of sales, underwriting, administrative or
                    other costs. Eligibility for and the amount of reduction
                    will be determined by a number of factors, including:
 
                    - number of lives to be insured;
 
                    - total premium(s) expected to be paid;
 
                    - total assets you have under our management;
 
                    - the nature of the relationship among the insured
                      individuals;
 
                    - the purpose for which the Policies are being purchased;
 
                    - expected persistency of the Policies as a whole, and
 
                    - any other circumstances which we believe to be relevant to
                      the expected reduction of our expenses.
 
                    Some reductions may be guaranteed. Other reductions may be
                    subject to withdrawal or modification by us on a uniform
                    case basis. Reductions in charges will not be unfairly
                    discriminatory to any policy owners.
 
                                                                               5
<PAGE>
EXPENSE DATA
 
   
The purpose of the following table is to help purchasers and prospective
purchasers understand the costs and expenses that they will bear, directly and
indirectly, assuming that all net premium payments are allocated to the Variable
Account. The table reflects expenses of the Variable Account as well as of the
individual funds underlying the variable sub-accounts. The Mortality and Expense
Risk charge shown is the currently charged rate during the first ten policy
years. It currently declines to .45% per year in the eleventh policy year, and
to .15% in the sixteenth policy year. The Mortality and Expense Risk charge is
guaranteed not to exceed .90% per year. The Administrative Expense charge shown
is the currently charged rate during the first ten policy years. It is
guaranteed not to exceed .30% per year. (Continued on Page 7.)
    
 
                                   FEE TABLE
 
   
<TABLE>
<CAPTION>
                                 ALGER AMERICAN FUNDS          BT INSURANCE FUNDS TRUST       CIGNA VARIABLE PRODUCTS
                           ---------------------------------   -------------------------   ------------------------------
                                        MIDCAP                 EAFE-REGISTERED TRADEMARK-   MONEY     S&P 500  INVESTMENT
                           SMALL CAP    GROWTH      GROWTH     EQUITY INDEX   SMALL CAP     MARKET     INDEX   GRADE BOND
                           PORTFOLIO   PORTFOLIO   PORTFOLIO       FUND       INDEX FUND     FUND      FUND       FUND
                           ---------   ---------   ---------   ------------   ----------   --------   -------  ----------
<S>                        <C>         <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%     0.85%
Administrative Expense
 Charge..................    0.10%       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%     0.95%
                              ---         ---         ---         ------      ----------   --------   -------  ----------
                              ---         ---         ---         ------      ----------   --------   -------  ----------
 
FUND PORTFOLIO ANNUAL
 OPERATING EXPENSES
Management Fees..........    0.85        0.80        0.75           0.45          0.35        0.35       0.25      0.50
Other Expenses...........    0.04        0.04        0.04           1.21          1.23        0.38       0.22      0.15
                              ---         ---         ---         ------      ----------   --------   -------  ----------
Total Gross Expenses.....    0.89        0.84        0.79           1.66          1.58        0.73       0.47      0.65
Waivers and
 Reimbursements..........    0.00        0.00        0.00          (1.01)        (1.13)      (0.23)     (0.22)    (0.15)
                              ---         ---         ---         ------      ----------   --------   -------  ----------
TOTAL NET FUND PORTFOLIO
 ANNUAL OPERATING
 EXPENSES................    0.89        0.84        0.79         0.65(1)       0.45(1)     0.50(2)    0.25(2)   0.50(2)
                              ---         ---         ---         ------      ----------   --------   -------  ----------
                              ---         ---         ---         ------      ----------   --------   -------  ----------
</TABLE>
    
 
- ------------------------------
 (1) The Expense Ratio for the BT Trust EAFE-Registered Trademark- Equity Index
     Fund and BT Trust Small Cap Index Fund without waiver/reimbursement would
     be 1.08% and .95%, respectively.
 
   
 (2) Through May 1, 2000, the Funds' adviser has agreed to bear expenses of the
     Funds so that Total Fund Portfolio Annual Operating Expenses do not exceed
     0.50% of average daily net asset value for the VP Money Market and the
     Investment Grade Bond Funds and 0.25% for the VP S&P 500 Index Fund,
     respectively. Otherwise, Total Fund Portfolio Annual Operating Expenses
     would have been 0.73% and 0.44% of average daily net asset value for 1998
     for the VP Money Market and the VP S&P 500 Index Funds, respectively.
    
 
6
<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 charge. It also does not reflect premium charges,
administrative charges for transfers and partial surrenders, and any policy loan
interest. The information set forth should be considered together with the
information provided in the prospectus under the heading "Charges and Fees", and
in each fund's prospectus. All expenses are expressed as a percentage of average
account value.
    
 
                             FEE TABLE (CONTINUED)
   
<TABLE>
<CAPTION>
                                                 JANUS       MFS-REGISTERED TRADEMARK-
       FIDELITY VARIABLE INSURANCE               ASPEN        VARIABLE INSURANCE
              PRODUCTS FUNDS                    SERIES       TRUST-REGISTERED TRADEMARK-
- ------------------------------------------     ---------     --------------------
                   EQUITY-      INVESTMENT     WORLDWIDE     EMERGING      TOTAL
 HIGH INCOME       INCOME       GRADE BOND      GROWTH        GROWTH      RETURN
  PORTFOLIO       PORTFOLIO     PORTFOLIO(3)   PORTFOLIO      SERIES      SERIES
- -------------     ---------     ----------     ---------     --------     -------
<S>               <C>           <C>            <C>           <C>          <C>
 0.85    %            0.85%        0.85%           0.85%        0.85%        0.85%
 0.10    %            0.10%        0.10%           0.10%        0.10%        0.10%
- ---               ---------       -----        ---------     --------     -------
 0.95    %            0.95%        0.95%           0.95%        0.95%        0.95%
- ---               ---------       -----        ---------     --------     -------
- ---               ---------       -----        ---------     --------     -------
 0.58    %            0.49%        0.43%           0.67%        0.75%        0.75%
 0.12    %            0.09%        0.14%           0.07%        0.10%(5)     0.16%(6)
- ---               ---------       -----        ---------     --------     -------
 0.70    %            0.58%        0.57%           0.74%        0.85%        0.91%
 0.00    %           (0.01)%       0.00%          (0.02)%       0.00%        0.00%
- ---               ---------       -----        ---------     --------     -------
 0.70    %(4)         0.57%(4)     0.57%(4)        0.72%(5)     0.85%        0.91%
- ---               ---------       -----        ---------     --------     -------
- ---               ---------       -----        ---------     --------     -------
 
<CAPTION>
 
                                                                  TEMPLETON
                                                                  VARIABLE
       FIDELI                                                     PRODUCTS
                                                                -------------
- -------------                    OCC TRUST                        TEMPLETON
                  ----------------------------------------      INTERNATIONAL
 HIGH INCOME         EQUITY          MANAGED     SMALL CAP          FUND
  PORTFOLIO         PORTFOLIO        PORTFOLIO   PORTFOLIO         CLASS 1
- -------------     -------------      -------     ---------      -------------
<S>              <C>                 <C>         <C>            <C>
 0.85    %             0.85%           0.85%         0.85%           0.85%
 0.10    %             0.10%           0.10%         0.10%           0.10%
- ---                  ------          -------     ---------          -----
 0.95    %             0.95%           0.95%         0.95%           0.95%
- ---                  ------          -------     ---------          -----
- ---                  ------          -------     ---------          -----
 0.58    %             0.80%           0.78%         0.80%           0.69%
 0.12    %             0.14%(7)        0.04%(7)      0.08%(7)        0.17%
- ---                  ------          -------     ---------          -----
 0.70    %             0.94%(8)        0.82%(8)      0.88%(8)        0.86%
 0.00    %             0.00%           0.00%         0.00%           0.00%
- ---                  ------          -------     ---------          -----
 0.70    %(4)          0.94%           0.82%         0.88%           0.86%
- ---                  ------          -------     ---------          -----
- ---                  ------          -------     ---------          -----
</TABLE>
    
 
- ------------------------------
   
(3)  The Fidelity VIP II Investment Grade Bond Fund will no longer be available
     to accept new allocations of premium or receive transfers of existing funds
     from other sub-accounts on or after May 1, 1999.
    
 
   
(4)  A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds, or FMR on behalf of
     certain funds, have entered into arrangements with their custodian whereby
     credits realized as a result of uninvested cash balances were used to
     reduce custodian expenses. The total operating expenses, after
     reimbursement for High Income Portfolio and Equity-Income Portfolio,
     reflect these reductions in the table above.
    
 
   
(5)  All expenses are based on gross expenses of the Shares before expense
     offset arrangements for the fiscal year ended December 31, 1998. The
     information for the Portfolio is net of fee waivers or reductions from
     Janus Capital. Fee reductions for the Worldwide Growth Portfolio reduce 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 Operating Expenses for the Shares
     would have been 0.61%, 0.07% and 0.74%. Janus Capital has agreed to
     continue the fee reduction until at least the next annual renewal of the
     Advisory Agreement.
    
 
   
(6)  Each series has an expense offset arrangement that reduces the series'
     custodian fee based upon the amount of cash maintained by the series with
     its custodian and dividend disbursing agent. Each series may enter into
     other such arrangements and directed brokerage arrangements, which would
     also have the effect of reducing the series expenses. Expenses do not take
     into account these expense reductions and are, therefore, higher than the
     actual expenses of the series.
    
 
   
(7)  Other Expenses are shown gross of expense offsets afforded the Portfolios
     which effectively lowered overall custody expenses.
    
 
   
(8)  Total Gross Portfolio Expenses for the Equity, Small Cap and Managed
     Portfolios are limited by OpCap Advisors so that their respective
     annualized expenses (net of any expense offsets) do not exceed 1.00% of
     average daily net assets.
    
 
                                                                               7
<PAGE>
   
THE COMPANY
    
 
   
                    The Company is a Connecticut life insurance company
                    incorporated in 1865, located at 900 Cottage Grove Road,
                    Hartford, Connecticut. Wholly owned by Connecticut General
                    Corporation and, in turn, by CIGNA Holdings, Inc. and CIGNA
                    Corporation, it is licensed to do business in all states,
                    the District of Columbia, Puerto Rico, and the U.S. Virgin
                    Islands.
    
 
   
                    The Company's Home Office mailing address is CIGNA, H14A,
                    P.O. Box 2975, Hartford, Connecticut 06104. The telephone
                    number is 860-534-4100.
    
 
   
THE VARIABLE
ACCOUNT
    
 
   
                    CG Corporate Insurance Variable Life Separate Account 02
                    ("Variable Account") is a "separate account" of the Company
                    established pursuant to a February 23, 1996 resolution of
                    our Board of Directors.
    
 
   
                    Under Connecticut law, the assets of the Variable Account
                    attributable to the Policies, though our property, are not
                    chargeable with liabilities of any other business of the
                    Company and are available first to satisfy our obligations
                    under the Policies. The Variable Account income, gains, and
                    losses are credited to or charged against the Variable
                    Account without regard to our other income, gains, or
                    losses. We do not guarantee the Variable Account's values
                    and investment performance. All distributions made by the
                    funds with respect to the shares held by the Variable
                    Account will be reinvested in additional shares at net asset
                    value.
    
 
   
                    The Variable Account is divided into sub-accounts, each of
                    which is invested solely in the shares of one of the funds.
                    On each valuation day, net premium payments allocated to the
                    Variable Account will be invested in fund shares at net
                    asset value, and monies necessary to pay for deductions,
                    charges, transfers and surrenders from the Variable Account
                    are raised by selling shares of the funds at net asset
                    value.
    
 
   
                    We hold shares of the Variable Account through an open
                    account system, which makes the issuance and delivery of
                    stock certificates unnecessary.
    
 
   
                    The Variable Account is registered with the Securities and
                    Exchange Commission (the "Commission") as a unit investment
                    trust under the Investment Company Act of 1940 ("1940 Act").
                    Such registration does not involve Commission supervision of
                    the Variable Account's or our management, investment
                    practices, or policies.
    
 
   
                    We have other registered separate accounts which fund other
                    variable life insurance policies and variable annuity
                    contracts.
    
 
   
THE FUNDS
    
 
   
                    Each of the seventeen sub-accounts of the Variable Account
                    is invested solely in the shares of one of the seventeen
                    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 1940 Act. These entities are
                    collectively referred to in this prospectus as the "Trusts".
    
 
   
                    The eight Trusts and their investment advisers and
                    distributors are:
    
 
   
                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 1 World Trade Center, Suite
                        9333, New York, NY 10048 and distributed by Fred Alger &
                        Company, Incorporated, 30 Montgomery Street, Jersey
                        City, NJ 07302;
    
 
8
<PAGE>
   
                        BT Insurance Funds Trust ("BT Trust"), managed by
                        Bankers Trust Company, 130 Liberty Street, New York, NY
                        10006; and distributed by First Data Distributors, Inc.,
                        4400 Computer Drive, Westborough, MA 01581.
    
 
   
                        CIGNA Variable Products Group ("CIGNA Group"), managed
                        by CIGNA Investments, Inc. and distributed by CIGNA
                        Financial Services, Inc., 280 Trumbull Street, Hartford,
                        CT 06104.
    
 
   
                        Fidelity Variable Insurance Products Fund ("Fidelity
                        VIP"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distributors Corporation, 82
                        Devonshire Street, Boston, MA 02109.
    
 
   
                        Janus Aspen Series ("Janus Series"), managed by Janus
                        Capital Corporation, 100 Fillmore Street, Denver, CO
                        80206-4923, and distributed by Janus Distributors, Inc.
    
 
   
                        MFS-Registered Trademark- Variable Insurance Trust-SM-
                        ("MFS Trust"), managed by Massachusetts Financial
                        Services Company and distributed by MFS Fund
                        Distributors, Inc., 500 Boylston Street, Boston, MA
                        02116;
    
 
   
                        OCC Accumulation Trust ("OCC Trust") (formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly Quest for Value
                        Distributors), One World Financial Center, New York, NY
                        10281.
    
 
   
                        Templeton Variable Products Series Fund ("Templeton
                        Trust"), Templeton International Fund managed by
                        Templeton Investment Counsel, Inc., 500 E. Broward
                        Blvd., Broward Financial Center, 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 TRUST are available under the Policies:
    
 
   
                        Alger American Small Capitalization Portfolio;
    
   
                        Alger American MidCap Growth Portfolio;
    
   
                        Alger American Growth Portfolio.
    
 
   
                    Two Funds of BT TRUST are available under the Policies:
    
 
   
                        EAFE-Registered Trademark- Equity Index Fund;
    
   
                        Small Cap Index Fund.
    
 
   
                    Three funds of the CIGNA GROUP are available under the
                    Policies:
    
 
   
                        CIGNA VP Money Market Fund;
    
   
                        CIGNA VP S&P 500 Index Fund;
    
   
                        CIGNA VP Investment Grade Bond Fund.
    
 
   
                    Two funds of FIDELITY VARIABLE INSURANCE PRODUCTS FUND
                    (FIDELITY VIP) are available under the Policies:
    
 
   
                        Fidelity VIP Equity-Income Portfolio;
    
   
                        Fidelity VIP High Income Portfolio.
    
 
   
                    One fund of JANUS ASPEN SERIES is available under the
                    Policies:
    
 
   
                        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 TRUST are available under the Policies:
    
 
   
                        OCC Equity Portfolio;
    
   
                        OCC Managed Portfolio;
    
   
                        OCC Small Cap Portfolio;
    
 
                                                                               9
<PAGE>
   
                    One fund of the TEMPLETON TRUST is available under the
                    Policies:
    
 
   
                        Templeton International Fund Class 1.
    
 
   
                    The investment advisory fees charged the funds by their
                    advisors are shown on pages 6 and 7 of this Prospectus.
    
 
   
                    A brief description of the investment objective and program
                    of each fund follows. We can give no assurance that any of
                    the stated investment objectives will be achieved.
    
 
   
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (SMALL CAP
                    STOCKS): Seeks long- term capital appreciation. It focuses
                    on small, fast-growing companies that offer innovative
                    products, services or technologies to a rapidly expanding
                    marketplace. Under normal circumstances, the portfolio
                    invests primarily in the equity securities of small
                    capitalization companies. A small capitalization company is
                    one that has a market capitalization within the range of the
                    Russell 2000 Growth Index or the S&P SmallCap 600 Index.
    
 
   
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (MID CAP STOCKS):
                    Seeks long-term capital appreciation. It focuses on midsize
                    companies with promising growth potential. Under normal
                    circumstances, the portfolio invests primarily in the equity
                    securities of companies having a market capitalization
                    within the range of companies in the S&P MidCap 400 Index.
    
 
   
                    ALGER AMERICAN GROWTH PORTFOLIO (LARGE CAP STOCKS): Seeks
                    long-term capital appreciation. It focuses on growing
                    companies that generally have broad product lines, markets,
                    financial resources and depth of management. Under normal
                    circumstances, the portfolio invests primarily in the equity
                    securities of large companies. The portfolio considers a
                    large company to have a market capitalization of $1 billion
                    or greater.
    
 
   
                    BT INSURANCE FUNDS TRUST EAFE-REGISTERED TRADEMARK- EQUITY
                    INDEX FUND (INTERNATIONAL STOCKS): Seeks to replicate as
                    closely as possible (before deduction of fund expenses) the
                    total return of the Europe, Australasia, Far East Index.
    
 
   
                    BT INSURANCE FUNDS TRUST SMALL CAP INDEX FUND (SMALL CAP
                    STOCKS): Seeks to replicate as closely as possible (before
                    deduction of fund expenses) the total return of the Russell
                    2000 Small Stock Index.
    
 
   
                    CIGNA VP MONEY MARKET FUND (MONEY MARKET): Seeks to provide
                    as high a level of current income as is consistent with the
                    preservation of capital and liquidity and the maintenance of
                    a stable $1.00 per share net asset value by investing in
                    short-term money market instruments.
    
 
   
                    CIGNA VP S&P 500 INDEX FUND (LARGE CAP STOCKS): Seeks to
                    achieve its objective of long-term growth of capital by
                    attempting to replicate the composition and total return,
                    reduced by fund expenses, of the Standard & Poor's 500
                    Composite Stock Price Index.
    
 
   
                    CIGNA VP INVESTMENT GRADE BOND FUND (INVESTMENT GRADE
                    BONDS): Seeks as high a level of current income as is
                    consistent with reasonable concern for safety of principal
                    by investing primarily in a broad range of investment grade
                    fixed income securities.
    
 
   
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (LARGE CAP STOCKS):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's Composite Index of 500 Stocks.
    
 
   
                    FIDELITY VIP HIGH INCOME PORTFOLIO (HIGH YIELD BONDS): Seeks
                    high current income by investing at least 65% of total
                    assets in income-producing debt securities, preferred stocks
                    and convertible securities, with an emphasis on lower
                    quality securities.
    
 
10
<PAGE>
   
                    JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO (GLOBAL
                    STOCKS): Seeks long-term growth of capital by investing
                    primarily in common stocks of foreign and domestic issuers.
    
 
   
                    MFS EMERGING GROWTH SERIES (LARGE CAP STOCKS): Seeks
                    long-term growth of capital by investing primarily in common
                    stocks of companies management believes to be early in their
                    life cycle but which have the potential to become major
                    enterprises.
    
 
   
                    MFS TOTAL RETURN SERIES (BALANCED OR TOTAL RETURN): Seeks
                    primarily to obtain 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 EQUITY PORTFOLIO (LARGE CAP STOCKS): Seeks long-term
                    capital appreciation through investment in a diversified
                    portfolio of equity securities on the basis of a value
                    oriented approach to investing.
    
 
   
                    OCC MANAGED PORTFOLIO (BALANCED OR TOTAL RETURN): 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 SMALL CAP PORTFOLIO (SMALL CAP STOCKS): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
    
 
   
                    TEMPLETON INTERNATIONAL FUND CLASS 1 (INTERNATIONAL STOCKS):
                    Seeks long-term capital growth by investing in stocks of
                    companies located outside the United States.
    
 
   
                    The CIGNA VP Investment Grade Bond Fund, Fidelity VIP
                    Equity-Income Portfolio, Fidelity VIP High Income Portfolio,
                    MFS Total Return Series, MFS Emerging Growth Series, Janus
                    Aspen Series Worldwide Growth Portfolio, OCC Equity
                    Portfolio, OCC Managed Portfolio, OCC Small Cap Portfolio,
                    and Templeton International Fund Class 1 portfolios may
                    invest in non-investment grade, high yield, high-risk debt
                    securities (commonly referred to as "junk bonds"), as
                    detailed in the individual fund prospectuses.
    
 
                    GENERAL
 
                    We can give you no assurance that the investment objective
                    of any of the funds will be met. You will bear 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. You should read each fund's prospectus
                    carefully and understand the funds' relative degrees of risk
                    before making or changing investment choices. We may make
                    additional funds available from time to time. Your right to
                    make such selections, however, will be limited by the terms
                    and conditions imposed by us on such transactions.
 
                    SUBSTITUTION OF SECURITIES
 
                    If the shares of any fund should no longer be available for
                    investment by the Variable Account or if, in our judgement,
                    further investment in such shares should become
                    inappropriate in view of the investment objectives of the
                    Policies, we may substitute shares of another fund. We will
                    make no substitution of securities in any sub-account
                    without prior approval of the Commission and under such
                    requirements as it may impose.
 
                                                                              11
<PAGE>
                    VOTING RIGHTS
 
                    We 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 our view of
                    present applicable law, we will vote in accordance with
                    written instructions received from persons having the voting
                    interest in the Variable Account. We will vote the shares
                    for which we have not received instructions, as well as
                    shares attributable to us, in the same proportion as we vote
                    shares for which we have received instructions. The series
                    funds do not hold regular meetings of shareholders.
 
                    The number of shares which you have a right to vote will be
                    determined as of a date chosen by the appropriate series
                    fund but not more than sixty (60) days prior to the meeting
                    of the particular series fund. We will solicit voting
                    instructions by written communication at least fourteen (14)
                    days prior to the meeting.
 
                    The fund's shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through our separate accounts and the
                    separate accounts of other life insurance companies and, in
                    some cases, qualified plans. The management of the series
                    funds do not see any disadvantage to you arising out of the
                    fact that shares may be made available to separate accounts
                    which are used in connection with both variable annuity and
                    variable life insurance products, and with both ours and
                    other life insurance companies' separate accounts.
                    Nevertheless, the series funds' boards intend to monitor
                    events in order to identify any material irreconcilable
                    conflicts which may arise and to determine what action, if
                    any, they should take in response. 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
 
                    We have entered into agreements with the various Trusts and
                    their advisers or distributors. Under these agreements, we
                    make the funds available under the Policies and perform
                    certain administrative services. In some cases, the advisers
                    or distributors may compensate us for these services.
 
DEATH BENEFIT
 
                    DEATH BENEFIT OPTIONS
 
                    We offer three different death benefit options. The amount
                    payable under each is determined as of the date of the
                    Insured's death. Option B will be in effect unless you
                    elected Option A or Option C in your application for the
                    Policy or unless a change has been allowed:
 
                    - 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 you
                    pay and the investment performance of the funds you chose.
 
                    - 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.
 
                    - Option C -- the death benefit will be the greater of the
                      specified amount plus the premium payments you make, or
                      the corridor death benefit.
 
12
<PAGE>
                    Option C provides a death benefit which increases based on
                    premium payments.
 
                    Under each option the amount payable upon death will be the
                    death benefit, reduced by partial surrenders and by the
                    amount necessary to repay any loans in full.
 
                    CHANGES IN DEATH BENEFIT OPTION
 
                    We will allow a death benefit option change upon your
                    written request. You must make your request to the Corporate
                    Variable Products Service Center in a form satisfactory to
                    us, 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.
 
                    PAYMENT OF DEATH BENEFIT
 
                    We will compute the death benefit under the Policy as of the
                    date of the Insured's death. We will pay it 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 you or
                    the beneficiary have elected that it be paid under one or
                    more of any settlement options (see "Settlement Options") we
                    may make available. We may delay payment of the death
                    benefit if the Policy is being contested.
 
                    While the Insured is living, you may elect a settlement
                    option, if available, for the beneficiary and deem it
                    irrevocable by the beneficiary. Or, you may revoke or change
                    a prior election while the Insured is living. The
                    beneficiary may make or change an election within 90 days of
                    the death of the Insured, unless you have made an
                    irrevocable election.
 
                    All or part of the death benefit may be applied under one or
                    more of the settlement options we may make available.
 
                    If you assign the Policy as collateral security, we will pay
                    any amount due the assignee in one lump sum. We will pay any
                    excess death benefit due 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 ("the Code"). At the time of purchase, you must
                    choose a Policy which uses either the guideline premium test
                    or the cash value accumulation test. Both methods
 
                                                                              13
<PAGE>
                    require a life insurance Policy to meet minimum ratios of
                    life insurance coverage to accumulation value ("applicable
                    percentages"). You cannot change the selection after the
                    Policy's issue date.
 
                    The applicable percentages for the guideline premium test
                    decrease over time and are
 
                    - 250% through attained age 40;
 
                    - 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 you may pay into a life insurance policy for a
                    specified death benefit.
 
                    The cash value accumulation test does not limit premiums
                    which you may pay 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" at pages 25-27 of this prospectus.
    
 
                    CHANGES IN SPECIFIED AMOUNT
 
                    You may make changes in the specified amount of a Policy by
                    submitting a written request to the Corporate Variable
                    Products Service Center in a form satisfactory to us.
 
                    Changes in the specified amount are subject to the following
                    conditions:
 
                    - Satisfactory evidence of insurability and a supplemental
                      application may be required for an increase in the
                      specified amount.
 
                    - An increase in the specified amount, other than through a
                      change in the death benefit option, will result in an
                      additional 25% premium charge on premium payments up to
                      the increase in target premium on premium payments
                      received during the 12 months following the increase. The
                      additional premium charge will be applied to the portion
                      of premium payments that are attributable to the increase
                      in specified amount.
 
                    - No decrease may reduce the specified amount to less than
                      $50,000.
 
                    - No decrease may reduce the specified amount below the
                      minimum required to maintain the Policy's status as life
                      insurance under the Code.
 
PREMIUM
PAYMENTS;
TRANSFERS
 
                    PREMIUM PAYMENTS
 
                    The Policies provide for flexible premium payments. You
                    select the frequency and amount of premium payments. 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 net accumulation value. We
                    reserve the right to decline any application or premium
                    payment.
 
                    After the initial premium payment, you must send all premium
                    payments directly to the Corporate Variable Products Service
                    Center. They will be deemed received when they are actually
                    received there.
 
14
<PAGE>
                    You 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.
 
                    NET PREMIUM PAYMENTS are the balance of premium payments
                    remaining after we deduct the premium charge.
 
                    PREMIUM INCREASES. At any time, you may increase planned
                    premiums or pay additional premiums, but:
 
                    -  We may request evidence of insurability 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 we request
                       satisfactory evidence of insurability and you do not
                       provide it, we will refund the increase in premium
                       without interest and without participation of such
                       amounts in any underlying funding options.
 
                    -  The total of all premium payments may not 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 limitation, we
                       will only accept that portion of the payment that will
                       make total premiums equal to the maximum. We will return,
                       or apply as otherwise agreed, any part of the premium
                       payment in excess of that amount and no further premium
                       payments will be accepted until allowed by the then-
                       current maximum premium limitations prescribed by law.
 
                    -  If there is any policy indebtedness, we will use any
                       additional net premium payments first as a loan
                       repayment. Any excess will be applied as an additional
                       net premium payment.
 
                    ALLOCATION OF NET PREMIUM PAYMENTS
 
   
                    When you purchase a Policy, you must decide how to allocate
                    net premium payments among the sub-accounts and the Fixed
                    Account. For each Variable Account sub-account, we convert
                    the net premium payment 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. See "Policy Values -- Accumulation Value;
                    Variable Accumulation Unit Value" at page 19 of this
                    prospectus.
    
 
   
                    During the Right-to-Examine Period, we will allocate the net
                    premium payment to the CIGNA VP Group Money Market Fund of
                    the Variable Account. Earnings will be credited from the
                    later of the issue date or the date the premium payment was
                    received. We will allocate the net premium payment directly
                    to the sub-account(s) you selected after expiration of the
                    Right-to-Examine Period as described under "Short-Term Right
                    to Cancel the Policy" at page 23 of this prospectus.
    
 
                    Unless you direct us otherwise, we will allocate subsequent
                    net premium payments on the same basis as the most recent
                    previous net premium payment as of the next valuation period
                    after each payment is received.
 
                    You may change the allocation for future net premium
                    payments at any time free of charge, effective for premium
                    payments made more than one week after we receive notice of
                    the new allocation.
 
                                                                              15
<PAGE>
                    TRANSFERS
 
                    You may transfer values ($500 minimum) at any time from one
                    sub-account to another. You may also transfer a portion of
                    one or more sub-accounts to the Fixed Account within the 30
                    days prior to each policy anniversary. We allow transfers
                    from the Fixed Account in the 30-day period following a
                    policy anniversary. They will be effective as of the next
                    valuation day after your request is received by the
                    Corporate Variable Products Service Center in good order.
                    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. We may
                    further limit transfers from the Fixed Account at any time.
 
                    Subject to the above restrictions, you may make up to four
                    transfers without charge in any policy year and any value
                    remaining in the Fixed Account or a sub-account after a
                    transfer must be at least $500. You must make transfers in
                    writing unless we have previously approved other
                    arrangements. A $25 charge will be imposed for the fifth and
                    succeeding transfers in any policy year.
 
   
                    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 your written request is received at the Corporate
                    Variable Products Service Center. The Corporate Variable
                    Products Center must receive transfer requests by 4:00 p.m.
                    Eastern Time in order to be effective that day. Any transfer
                    you make that causes the remaining value of the accumulation
                    units for a sub-account to be less than $500 will result in
                    the remaining accumulation units being cancelled and their
                    aggregate value reallocated proportionately among the other
                    funding options you chose. You should carefully consider
                    current market conditions and each fund's investment
                    policies and related risks before you allocate money to the
                    sub-accounts. See pages 10-11 of this prospectus.
    
 
                    We may, at our sole discretion, waive minimum balance
                    requirements on the sub-accounts.
 
CHARGES;
FEES
 
                    PREMIUM CHARGES
 
                    We will make the following deductions for premium charges:
 
                    -  6.5% from every premium payment.
 
   
                    -  An additional 40% on premium payments up to one guideline
                       annual premium in the first policy year.
    
 
                    If the specified amount is increased, other than through a
                    change in the death benefit option, during the twelve months
                    following the increase we will deduct the following from
                    that portion of the premium payment attributable to the
                    increase in specified amount:
 
   
                    -  An additional 25% on premium payments up to the increase
                       in the one guideline annual premium.
    
 
                    The premium charge represents state taxes and federal income
                    tax liabilities and a portion of our sales expense. We
                    estimate that:
 
                    -  2.25% will be used for premium taxes, which may be higher
                       or lower than the actual tax imposed by the applicable
                       jurisdiction; it is in the mid-range of state premium
                       taxes which range from 1.75% to 5.0%.
 
16
<PAGE>
                    -  1.25% will be used to meet federal income tax liabilities
                       attributable to the payment of deferred acquisition
                       costs.
 
   
                    -  3.0% (plus 40% of up to one guideline annual premium
                       during the first policy year for sales load.
    
 
                    There is no deferred sales charge.
 
                    POLICY ISSUE FEE
 
   
                    We deduct a one-time policy issue fee of $250 from the
                    accumulation value for a portion of our administrative
                    expenses.
    
 
                    MONTHLY DEDUCTIONS
 
                    We deduct $8 monthly from the net accumulation value for
                    administrative expenses. This charge is for items such as
                    premium billing and collection, policy value calculations,
                    confirmations and periodic reports. The charge will not
                    exceed our costs.
 
                    We also make a monthly deduction from the net accumulation
                    value for the Cost of Insurance and any charges for
                    supplemental riders. The Cost of Insurance depends on the
                    attained age, years since issue and risk class (in
                    accordance with state law) of the insurance and the current
                    net amount at risk.
 
                    We determine the Cost of Insurance 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. We base the Policy's guaranteed maximum Cost of
                    Insurance rates for standard risks, per $1,000 net amount at
                    risk, on the 1980 Commissioners Standard Ordinary Mortality
                    Tables, age nearest birthday ("1980 CSO").
 
                    We deduct these monthly charges 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 cancelled accumulation units from each
                    funding option in the same proportion as the respective
                    values have to the net accumulation value. The monthly
                    deductions are made on the monthly anniversary day.
 
                    DAILY DEDUCTIONS
 
                    -  ADMINISTRATIVE FEE
 
   
                    For administrative costs, we make a daily deduction from
                    amounts held in the Variable Account and the Fixed Account.
                    This deduction is currently equivalent to .10% per year
                    during the first ten policy years. We guarantee this
                    deduction will not exceed .30% per year.
    
 
                    -  MORTALITY AND EXPENSE RISK CHARGE
 
   
                    For mortality and expense risks, we make a daily deduction
                    from amounts held in the Variable Account and the Fixed
                    Account. This deduction is currently equivalent to .85% per
                    year during the first ten policy years, .45% per year during
                    the eleventh through fifteenth policy years and .15%
                    thereafter. We guarantee this deduction will not exceed .90%
                    per year.
    
 
                    TRANSACTION FEE FOR EXCESS TRANSFERS
 
                    We will charge a $25 transaction fee for each transfer
                    between funding options in excess of four per policy year.
 
                                                                              17
<PAGE>
   
                    SURRENDERS DURING FIRST TWO POLICY YEARS -- REFUND OF
                    PORTION OF PREMIUM CHARGES
    
 
                    If you surrender the Policy during the first 12 months after
                    issue, we will pay you a credit equal to:
 
                    -  100% of all premium charges previously deducted in excess
                       of 3.5% of all premiums paid.
 
                    If you surrender the Policy during months 13 through 24
                    after issue, we will pay you a credit equal to:
 
   
                    -  50% of all premium charges previously deducted in excess
                       of 3.5% of all premiums paid.
    
 
                    If you surrender a Policy during the first two policy years,
                    however, in no event will the aggregate premium charge
                    retained by us for sales and promotional expenses 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 surrender may result in tax implications. See "Tax
                    Matters".
 
                    Based on our actuarial determination, we are not certain
                    whether the premium charge, the policy issue fee, and the
                    monthly administrative expense deduction will cover all
                    sales and administrative expenses that we 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 our General Account, which
                    supports insurance and annuity obligations.
 
THE FIXED
ACCOUNT
 
                    The Fixed Account is funded by the assets of our General
                    Account. Amounts held in the Fixed Account will be credited
                    with interest at rates we declare from time to time. The
                    minimum rate which will be credited is 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 our 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 our General Account has been registered
                    under 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, we have been advised that the staff of the
                    Securities and Exchange Commission has not reviewed the
                    disclosure in this prospectus relating to the Fixed Account.
 
18
<PAGE>
POLICY VALUES
 
                    ACCUMULATION VALUE
 
                    Once a Policy has been issued, we credit each net premium
                    payment allocated to a sub-account of the Variable Account
                    in the form of accumulation units representing the fund in
                    which assets of that sub-account are invested. We will
                    credit each net premium payment to the Policy at 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). We determine
                    the number of accumulation units credited by dividing the
                    net premium payment by the value of an accumulation unit
                    next computed after its 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.
 
                    We determine the accumulation value of a Policy 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 we credit 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
                    Fixed 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.
 
                    You will be advised at least annually as to the number of
                    accumulation units which remain credited to the Policy, the
                    current accumulation unit values, your interest in: (a) the
                    Variable Account value, (b) the Fixed Account value, and (c)
                    the loan account value.
 
                    Accumulation value will be affected by monthly deductions.
 
                    VARIABLE ACCUMULATION UNIT VALUE
 
                    We determine the value of a variable accumulation unit for
                    any valuation period by:
 
                    a) multiplying the value of that variable accumulation unit
                       for the immediately preceding valuation period, by
 
                    b) the net investment factor for the current period for the
                       appropriate sub-account.
 
                    We determine the net investment factor 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.
 
                                                                              19
<PAGE>
                    b) Equals the net asset value per share of the fund held in
                       the sub-account at the beginning of that valuation
                       period.
                    c) Equals 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 you can
                    receive in cash by surrendering the Policy. All or part of
                    the surrender value may be applied to one or more of any
                    settlement options that we might make available through a
                    rider attached to the Policy.
 
SURRENDERS
 
                    PARTIAL SURRENDERS
 
                    You can make a partial surrender at any time by writing us
                    at the Corporate Variable Products Service Center during the
                    lifetime of the Insured and while the Policy is in force. We
                    will charge a $25 transaction fee for any partial
                    surrenders.
 
                    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. A
                    partial surrender may not be less than $500.
 
                    -  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.
 
                    We will not allow the specified amount remaining in force
                    after a partial surrender to be less than $50,000. We will
                    not grant any request for a partial surrender that would
                    reduce the specified amount below this amount. 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, we may limit the decrease 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, we
                    will deduct the $25 transaction charge from the amount paid
                    from the values in each funding option, unless we agree
                    otherwise with you.
 
                    FULL SURRENDERS
 
                    You may make a full surrender at any time. We will pay the
                    surrender value next computed after receiving your written
                    request at the Corporate Variable Products Service Center in
                    a form satisfactory to us. We will usually pay any portion
                    of a full surrender that is derived from the Variable
                    Account within seven calendar days of receipt of your
                    request.
 
                    DEFERRAL OF PAYMENT AND TRANSFERS
 
                    We may postpone payment of the surrendered amount from the
                    Variable Account when the New York Stock Exchange is closed
                    and for such other periods as the Commission
 
20
<PAGE>
                    may require. We may defer payment or transfer from the Fixed
                    Account up to six months. If we exercise our right to defer
                    such payments or transfers, interest will be added as
                    required by law.
 
LAPSE AND
REINSTATEMENT
 
                    LAPSE OF A POLICY
 
                    A lapse occurs if a monthly deduction is greater than the
                    net accumulation value and no payment to cover the monthly
                    deduction is made within the grace period. We will send you
                    a lapse notice at least 31 days before the grace period
                    expires.
 
                    Depending on the investment performance of the funding
                    options, the net accumulation value may be insufficient to
                    keep this Policy in force, particularly if you have taken
                    any loans or made any partial surrenders. It may be
                    necessary for you to make an additional premium payment.
 
                    REINSTATEMENT OF A LAPSED POLICY
 
                    You can apply for reinstatement at any time during the
                    Insured's lifetime. To reinstate a Policy, we require
                    satisfactory evidence of insurability and an amount
                    sufficient to pay for the current monthly deduction plus
                    twelve additional monthly deductions.
 
POLICY LOANS
 
                    A policy loan requires that a loan agreement be executed and
                    that the Policy be assigned to us. 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" (i.e. an amount equal to the sum of all
                    unpaid Policy loans and loan interest.) If Policy values are
                    held in more than one funding option, withdrawals from each
                    option will be made in proportion to the assets in each
                    option at the time of the loan for transfer to the loan
                    account, unless you instruct us otherwise, in writing, at
                    the Corporate Variable Products Service Center.
 
                    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 we will withdraw
                    net interest proportionately from the values in each funding
                    option.
 
                    We will credit interest on the loan account value. Our
                    current practice is to credit interest at an annual rate
                    equal to the interest rate charged on the loan minus:
 
   
                    -  .95% (guaranteed not to exceed 1.2%) during the first ten
                       policy years,
    
 
   
                    -  .45% (guaranteed not to exceed 1.2%) during years 11-15,
                       and
    
 
                    -  .15% (guaranteed not to exceed 1.2%) annually thereafter.
 
                    In no case will the annual credited interest rate be less
                    than 3.8%.
 
                    We will allocate repayments on the loan among the funding
                    options according to current net premium payment
                    allocations. However, we maintain the right to require that
                    amounts loaned from the Fixed Account be allocated to the
                    Fixed Account upon repayment. We will reduce the loan
                    account value by the amount of any loan repayment.
 
                                                                              21
<PAGE>
                    A policy loan, whether or not repaid, will affect:
 
                    -  The proceeds payable upon the Insured's death, and
 
                    -  The accumulation value.
 
                    This is 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.
                    The effect could be favorable or unfavorable, depending on
                    the investment results of the Variable Account or the Fixed
                    Account while the loan is outstanding.
 
SETTLEMENT OPTIONS
 
                    We may pay proceeds in the form of settlement options
                    through the addition of a rider. A settlement option may be
                    selected:
 
                    -  at the beneficiary's election upon the Insured's death,
                       or
 
                    -  while the Insured is alive, upon your election.
 
                    You may request, in writing, to elect, change, or revoke a
                    settlement option before payments begin. Your request must
                    be in a form satisfactory to us and will take effect upon
                    its receipt at the Corporate Variable Products Service
                    Center. After the first payment, all payments will be made
                    on the first day of each month.
 
                    Examples of possible settlement options are:
 
                    -  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 us 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 we offer at the time
                       the request is made.
 
ADDITIONAL INSURANCE BENEFIT
 
                    We can issue the Policy 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. We exclude this benefit from the specified
                    amount when calculating the charges and fees for the Policy
                    and when calculating the guideline annual premium and target
                    premium.
 
                    We add the cost of the benefit to the monthly deduction. The
                    cost is dependent on the attained age, years since issue,
                    risk class and gender classification. We 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 you to increase the
                    insurance protection under the Policy.
 
22
<PAGE>
JOINT AND SURVIVORSHIP BENEFIT
 
   
                    We can issue the Policy with a joint and survivorship rider.
                    The rider would enable us to issue the Policy on the lives
                    of two Insureds and to pay the death benefit upon the death
                    of the second of two Insureds to die. If you elect to add
                    this benefit to your Policy, you should:
    
 
                    -  interpret any reference in this prospectus to the "death
                       of the Insured", or "the Insured's death", or similar
                       context as "the death of the second of the two Insureds
                       to die";
 
                    -  interpret any discussions in this prospectus of the
                       features of the Policy allowed "while the Insured is
                       alive", or "during the lifetime of the Insured", or
                       similar context as allowed "while at least one of the
                       Insureds is alive".
 
                    Other sections of this prospectus that would be affected by
                    the addition of this benefit are:
 
   
                    -  Incontestability (see Page 24): The policy or increase
                       must be in force for two (2) years during the lifetime of
                       each Insured.
    
 
   
                    -  Misstatement of Age (see Page 25): By reason of the rider
                       the provision relates to either Insured.
    
 
   
                    -  Suicide (see Page 25): By reason of the rider the
                       provision relates to either Insured.
    
 
                    The cost of the rider is reflected in the monthly Cost of
                    Insurance rates. Those rates are based on the attained age,
                    years since issue, risk class and gender classification of
                    each person insured. We use an actuarial formula that
                    reflects one-alive and both-alive probabilities to determine
                    the Cost of Insurance rates. No other charges and fees for
                    the Policy will change as a result of the addition of the
                    joint and survivorship rider.
 
OTHER POLICY PROVISIONS
 
                    ISSUANCE
 
                    We will only issue a Policy upon receipt of satisfactory
                    evidence of insurability and, generally, only where the
                    Insured is below age 75.
 
                    SHORT-TERM RIGHT TO CANCEL THE POLICY
 
   
                    You may return a Policy for cancellation and a full refund
                    of premium within 10 days after the Policy is received,
                    unless otherwise stipulated by state law requirements or 45
                    days after you sign the application, whichever is later. We
                    will hold the initial premium payment made when the Policy
                    is issued in the CIGNA VP Money Market Fund of the Variable
                    Account. We will not allocate it to any other variable
                    sub-accounts, even if you may have so directed, until
    
 
                    -  the fifteenth day after the Policy is mailed to you if
                       the state law Right-to-Examine Period is 10 days after
                       the Policy is received by you,
 
   
                    -  the twenty-fifth day after the Policy is mailed to you if
                       the state law Right-to-Examine Period is 20 days,
    
 
   
                    -  the thirty-fifth day after the Policy is mailed to you if
                       the state law Right-to-Examine Period is 30 days, or
    
 
   
                    -  the forty-sixth day after you sign the Policy
                       application.
    
 
                    If you return the Policy for cancellation in a timely
                    fashion, we will usually pay the refund of premiums, without
                    interest, within seven days of your notice of cancellation.
                    A refund of premiums paid by check may be delayed, however,
                    until the check clears.
 
                                                                              23
<PAGE>
                    POLICY OWNER
 
                    While the Insured is living, all rights in the Policy are
                    vested in the policy owner named in the application or as
                    subsequently changed, subject to assignment, if any.
 
                    You may name a new policy owner while the Insured is living.
                    Any such change in ownership must be in a written form
                    satisfactory to us 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 we take before it was
                    recorded. We 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 the 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.
 
                    You may name a new beneficiary while the Insured is living.
                    Any change must be in a written form satisfactory to us 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 we take before it was recorded.
 
                    If any beneficiary predeceases the Insured, that
                    beneficiary's interest passes to any surviving
                    beneficiary(ies), unless otherwise provided. We will pay
                    multiple beneficiaries in equal shares, unless otherwise
                    provided. We will pay the death proceeds to the policy owner
                    or the policy owner's executor(s), administrator(s) or
                    assigns if no named beneficiary survives the Insured.
 
                    RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
 
                    You may, within the first two policy years, exchange the
                    Policy for a flexible premium adjustable life insurance
                    policy offered by our Corporate Insurance Department at that
                    time. The benefits for the new policy will not vary with the
                    investment experience of a separate account. You must elect
                    the exchange within 24 months from the Policy's issue date.
                    We will not require evidence of insurability for the
                    exchange.
 
                    Under the new policy:
 
                    -  The policy owner, the Insured and the beneficiary will be
                       the same as those under the exchanged Policy on the
                       effective date of the exchange.
 
                    -  The death benefit on the exchange date will not be more
                       than the death benefit of the original Policy immediately
                       prior to the exchange date.
 
                    -  The issue date and issue age will be the same as that of
                       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 on the original Policy will be
                       transferred.
 
                    INCONTESTABILITY
 
                    We 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
                    date of issue. For any increase in specified amount
                    requiring evidence of insurability, we 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.
 
24
<PAGE>
                    MISSTATEMENT OF AGE
 
                    We will adjust the death benefit and accumulation value if
                    the Insured's age has been misstated. 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.
 
                    SUICIDE
 
                    If the Insured dies by suicide, while sane or insane, within
                    two years from the issue date, we 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, we will pay no more than a
                    refund of the monthly charges for the cost of such
                    additional benefit.
 
                    NONPARTICIPATING POLICIES
 
                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in our profits or
                    surplus earnings.
 
TAX MATTERS
 
                    The following discussion is general and is not intended as
                    tax advice. You should consult counsel and other competent
                    advisers for more complete information. This discussion is
                    based on our understanding of federal income tax laws as the
                    Internal Revenue Service currently interprets them. 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. Complying with
                    either the cash value test or the guideline premium test set
                    forth in Section 7702 can satisfy this definition. We 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. If a Policy
                    were determined not to be a life insurance contract for
                    purposes of Section 7702, however, 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.
 
                                                                              25
<PAGE>
                    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 it 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. You 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 of the Code. Because the Policy provides
                    for flexible premium payments, we will monitor whether
                    additional premium payments or other changes result in a
                    Policy's becoming a modified endowment contract.
 
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Variable
                    Account be adequately diversified. Treasury regulation
                    1.817-5 issued by the Secretary of the Treasury set the
                    standards for measuring the adequacy of this
                    diversification.
 
                    Generally:
 
                    -  No more that 55% of the value of the total assets may be
                       represented by any one (1) investment
 
                    -  No more than 70% of such value may be represented by any
                       two (2) investments.
 
                    -  No more than 80% of such value may be represented by any
                       three (3) investments; and
 
                    -  No more than 90% 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. We
                    believe the Varible 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, we
                    will take whatever steps are available to remain in
                    compliance.
 
                    The following may have adverse tax consequences:
 
                    -  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;
 
                    -  A 1035 exchange;
 
                    -  The exchange of a Policy for a fixed-benefit policy, or
 
                    -  The assignment of a Policy.
 
                    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.
 
26
<PAGE>
                    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
 
                    We are 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.
 
                    We do 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, we determine that on a
                    separate company basis such taxes may be incurred, we
                    reserve the right to assess a charge for such taxes against
                    the Variable Account.
 
                    We 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.
 
OTHER MATTERS
 
                    DIRECTORS AND OFFICERS OF THE COMPANY
 
   
                    The following persons are our Directors and Principal
                    Officers. The address of each is 900 Cottage Grove Road,
                    Hartford, CT 06152. We or our affiliates have employed each
                    for more than five years except for Mr. Pacy, Mr. Wahlman,
                    Mr. Pastore and Ms. Cooper.
    
 
                    -  Prior to January, 1995, Mr. Pacy was Senior Manager-IT
                       Infrastructure and Technology Management Officer, Digital
                       Equipment Corporation.
 
   
                    -  Prior to September, 1998, Mr. Wahlman was Director of
                       Accounting and Regulatory Policy, Bank One Corporation.
    
 
   
                    -  Prior to December, 1995, Mr. Pastore was Vice President
                       of Citicorp.
    
 
   
                    -  Prior to January, 1999, Ms. Cooper was an Associate
                       Attorney with Roginson, Donovan, Madden & Barry, P.C.
    
 
   
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
             NAME                         WITH THE COMPANY
- ------------------------------  ------------------------------------
<S>                             <C>
Thomas C. Jones                 President and Director
                                (Principal Executive Officer)
John Wilkinson                  Vice President and Actuary
                                (Principal Financial Officer)
Robert E. Wahlman               Vice President
                                (Principal Accounting Officer)
Susan Cooper                    Corporate Secretary
Andrew G. Helming               Secretary
Stephen C. Stachelek            Vice President and Treasurer
William M. Pastore              Director and Chairman of the Board
Harold W. Albert                Director
Robert W. Burgess               Director
John Cannon, III                Director and Chief Counsel
Joseph M. Fitzgerald            Director and Senior Vice President
Carol M. Olsen                  Director and Senior Vice President
John E. Pacy                    Director and Senior Vice President
Marc L. Preminger               Director and Senior Vice President
Patricia L. Rowland             Director and Senior Vice President
W. Allen Schaffer, M.D.         Director and Senior Vice President
</TABLE>
    
 
                                                                              27
<PAGE>
                    DISTRIBUTION OF POLICIES
 
                    Licensed insurance agents will sell the Policies 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). We will distribute the Policies through our
                    principal underwriter, CIGNA Financial Services, Inc.
                    ("CFS"), whose address is 280 Trumbull Street, Hartford,
                    Connecticut. CFS is a Delaware corporation organized in
                    1995.
 
                    Gross commissions paid by us on the sale of Policies will
                    not exceed:
 
   
                    -  First Year: 40% of one guideline annual premium, plus 3%
                       of any premium payment in excess of one guideline annual
                       premium.
    
 
   
                    -  Renewal: 3% of premium payments, plus 25% of any increase
                       in one guideline annual premium.
    
 
                    CHANGES OF INVESTMENT POLICY
 
                    We may materially change the investment policy of the
                    Variable Account. We must inform you and obtain all
                    necessary regulatory approvals. We must submit any change to
                    the various state insurance departments, which may
                    disapprove it if deemed detrimental to the policy owners'
                    interests or if it renders our 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 us on the life of the Insured.
                    You must make this conversion by 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 the date you are
                       informed of such change.
 
                    We 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
 
                    We presently and will, from time to time, offer other
                    variable life insurance policies and variable annuity
                    contracts with benefits which vary in accordance with the
                    investment experience of a separate account of the Company.
 
                    STATE REGULATION
 
                    We are subject to the laws of Connecticut governing
                    insurance companies and to regulation by the Connecticut
                    Insurance Department. We file an annual statement in a
                    prescribed form with the Insurance Department each year
                    covering our operation for the preceding year and our
                    financial condition as of the end of such year. Regulation
                    by the Insurance Department includes periodic examination to
                    determine our contract liabilities and reserves so that the
                    Insurance Department may certify the items are correct. Our
                    books and accounts are subject to review by the Insurance
                    Department at all times and a full examination of our
                    operations is conducted periodically by the Connecticut
                    Insurance Department. Such regulation does not, however,
                    involve any supervision of management or investment
                    practices or policies.
 
                    REPORTS TO POLICY OWNERS
 
                    We maintain 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, the surrender value, premiums paid
                    and monthly
 
28
<PAGE>
                    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.
 
                    We will also send you annual reports containing financial
                    statements for the Variable Account and annual and
                    semi-annual reports of the funds to the extent required by
                    the 1940 Act.
 
                    In addition, we will send you 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.
 
                    ADVERTISING
 
                    The Company is 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 our financial strength or claims-paying
                    ability.
 
                    The ratings are not intended to reflect the investment
                    experience or financial strength of the Variable Account. We
                    may advertise these ratings from time to time. In addition,
                    we may include in certain advertisements, endorsements in
                    the form of a list of organizations, individuals or other
                    parties that recommend the Company or the Policies.
                    Furthermore, we 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 we
                    and the Variable Account are parties or to which any of our
                    property is subject. The principal underwriter, CFS, is not
                    engaged in any material litigation of any nature.
 
                    EXPERTS
 
                    An actuarial opinion regarding the representativeness of
                    illustrations in this prospectus has been rendered by
                    Michelle L. Kunzman, FSA, MAAA, 280 Trumbull Street,
                    Hartford, CT 06104, as stated in the opinion filed as an
                    exhibit to the Registration Statement given on her authority
                    as an expert in actuarial matters.
 
                    Legal matters in connection with the Policies described in
                    this prospectus are being passed upon by Mark A. Parsons,
                    Esq. Chief Counsel, CIGNA Retirement & Investment Services,
                    900 Cottage Grove Road, Hartford, CT 06152, in the opinion
                    filed as an exhibit to the Registration Statement given on
                    his authority as an expert in these matters.
 
   
                    The consolidated financial statements of Connecticut General
                    Life Insurance Company as of December 31, 1998 and 1997 and
                    for each of the three years in the period ended December 31,
                    1998 included in the prospectus as well as the Statement of
                    Assets and Liabilities of the Variable Account at December
                    31, 1998 and the Statements of Operations for the period
                    ended December 31, 1998 and the Statement of Changes in Net
                    Assets for the period ended December 31, 1998 and 1997 have
                    been so included in reliance on the reports of
                    PricewaterhouseCoopers LLP, independent accountants, given
                    on the authority of said firm as experts in auditing and
                    accounting.
    
 
                    REGISTRATION STATEMENT
 
                    We have filed a Registration Statement with the Securities
                    and Exchange Commission under the Securities Act of 1933, as
                    amended, with respect to the Policies offered by way of this
                    prospectus. This prospectus does not contain all the
                    information set forth in
 
                                                                              29
<PAGE>
                    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.
 
                    YEAR 2000
 
                    Variable Life Separate Account 02 is a Connecticut General
                    Life Insurance Company separate account established under
                    Connecticut insurance law. We are highly dependent on
                    automated systems and systems applications in conducting our
                    ongoing operations. If these systems were unable to process
                    data accurately because of failing to be Year 2000 ready,
                    these activities (including the processing of transactions
                    and other normal business activities for the Variable
                    Account) would be interrupted and could have a material
                    adverse effect on our operational results. Making sure our
                    customers and participants continue to receive uninterrupted
                    services through 2000 and beyond is our highest business
                    priority.
 
   
                    Our CEO and senior management continue to ensure that the
                    business implications of Year 2000, both external and
                    internal, are addressed. Our operational and financial plans
                    address both Year 2000 business and systems issues. Our
                    internal auditors are actively involved in monitoring our
                    progress. We are applying formalized project monitoring,
                    best practices, and operating principles to Year 2000
                    issues. We are refining contingency and business resumption
                    plans to reduce the likelihood that Year 2000 events outside
                    of our control will adversely affect customer services, and
                    to be prepared if, despite our best efforts, we are affected
                    by Year 2000 issues.
    
 
                    In addition, we have relationships with various third-party
                    entities in the ordinary course of business. We have
                    identified third-party entities critical to our operations
                    and are assessing and attempting to mitigate our risks due
                    to the failure of these entities to be Year 2000 ready. We
                    are in the process of a comprehensive analysis of the
                    operational problems that would be reasonably likely to
                    result from the failure by certain third-parties to complete
                    efforts necessary to achieve Year 2000 compliance on a
                    timely basis.
 
                    We are closely monitoring the mutual funds that are offered
                    through the Variable Account and the reports we have
                    received indicate that all are taking the necessary steps to
                    become ready. We will continue to follow-up with them in
                    1999 to ensure there will be a smooth transition into the
                    next millennium. Due to the intricacies and interactions of
                    companies in the financial service industry, they have
                    limited control over Y2K issues that span multiple firms,
                    markets, and countries.
 
                    Further, we are actively working with our key outsourced
                    service suppliers to assess both their on-going business
                    viability as well as the continued compatibility of our
                    electronic interfaces. We have identified the key service
                    suppliers and we are taking steps with them to ensure
                    uninterrupted service to clients.
 
                    We expect the millenium change will not materially affect
                    our ability to meet customer commitments, provide expected
                    customer service, and meet financial targets. Please visit
                    the Company's web site at http://www.cigna.com for
                    additional information about CIGNA and the Year 2000,
                    including copies of our required SEC filings.
 
                    This is a "Year 2000 readiness disclosure" as the term is
                    defined under the "Year 2000 Information and Readiness
                    Disclosure Act". This Year 2000 readiness disclosure is
 
30
<PAGE>
                    published with the approval of CIGNA Retirement & Investment
                    Services. We make the disclosure with respect to our Year
                    2000 processing and of the products or services we offer.
 
                    FINANCIAL STATEMENTS
 
                    The consolidated balance sheets of the Company and its
                    subsidiaries as of December 31, 1998 and 1997 and related
                    consolidated statements of income and retained earnings and
                    cash flows for the years ended December 31, 1998, 1997 and
                    1996 follow. They should be considered only as bearing upon
                    the ability of the Company to meet our obligations under the
                    Policies.
 
   
                    The Statement of Assets and Liabilities of the Variable
                    Account at December 31, 1998 and related Statements of
                    Operations for the period ended December 31, 1998 and
                    Statement of Changes in Net Assets for the periods ended
                    December 31, 1998 and 1997 also follow. The Variable Account
                    commenced operations on December 24, 1996.
    
 
                                                                              31
<PAGE>
 
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICEWATERHOUSECOOPERS LLP         [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Shareholder of
Connecticut General Life Insurance Company
 
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income and changes in
shareholder's equity and of cash flows present fairly, in all material respects,
the financial position of Connecticut General Life Insurance Company and its
subsidiaries at December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
 
/s/ PRICEWATERHOUSECOOPERS LLP
 
February 9, 1999
 
32
<PAGE>
                            CONNECTICUT GENERAL LIFE
 
                               INSURANCE COMPANY
 
                       CONSOLIDATED FINANCIAL STATEMENTS
 
                               DECEMBER 31, 1998
 
                                                                              33
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)
- -----------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
 
REVENUES
Premiums and fees...................................................  $   5,683  $   5,376  $   5,314
Net investment income...............................................      2,637      3,139      3,199
Realized investment gains...........................................         93         45         37
Other revenues......................................................        427         10          9
                                                                      ---------  ---------  ---------
    Total revenues..................................................      8,840      8,570      8,559
                                                                      ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses............................      5,802      5,917      6,069
Policy acquisition expenses.........................................         44        122        143
Other operating expenses............................................      1,763      1,618      1,477
                                                                      ---------  ---------  ---------
    Total benefits, losses and expenses.............................      7,609      7,657      7,689
                                                                      ---------  ---------  ---------
INCOME BEFORE INCOME TAXES..........................................      1,231        913        870
                                                                      ---------  ---------  ---------
Income taxes (benefits):
  Current...........................................................        636        347        394
  Deferred..........................................................       (211)       (49)       (81)
                                                                      ---------  ---------  ---------
    Total taxes.....................................................        425        298        313
- -----------------------------------------------------------------------------------------------------
NET INCOME..........................................................  $     806  $     615  $     557
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
34
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
- ----------------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                        1998                  1997
<S>                                                       <C>        <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------------
 
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost, $16,820;
   $20,962)........................................................  $  18,067             $  22,323
  Mortgage loans...................................................      8,875                10,090
  Equity securities, at fair value (cost, $62; $75)................         47                    54
  Policy loans.....................................................      6,091                 7,146
  Real estate......................................................        712                   749
  Other long-term investments......................................        159                   166
  Short-term investments...........................................         85                   173
                                                                     ---------             ---------
      Total investments............................................     34,036                40,701
  Cash and cash equivalents........................................      1,026                   923
  Accrued investment income........................................        494                   602
  Premiums and accounts receivable.................................        939                   811
  Reinsurance recoverables.........................................      7,278                 1,271
  Deferred policy acquisition costs................................        187                   834
  Property and equipment...........................................        365                   291
  Deferred income taxes............................................        865                   653
  Goodwill and other intangibles...................................        730                   474
  Other assets.....................................................        236                   276
  Separate account assets..........................................     34,648                29,217
- ----------------------------------------------------------------------------------------------------
      Total assets.................................................  $  80,804             $  76,053
- ----------------------------------------------------------------------------------------------------
                                                                     -------------------------------
LIABILITIES
Contractholder deposit funds.......................................  $  30,614             $  30,449
Future policy benefits.............................................      8,286                 8,224
Unpaid claims and claim expenses...................................      1,286                 1,225
Unearned premiums..................................................        162                   260
                                                                     ---------             ---------
      Total contractholder and insurance liabilities...............     40,348                40,158
Accounts payable, accrued expenses and other liabilities...........      2,523                 2,428
Current income taxes...............................................         65                    --
Separate account liabilities.......................................     34,340                29,021
- ----------------------------------------------------------------------------------------------------
      Total liabilities............................................     77,276                71,607
- ----------------------------------------------------------------------------------------------------
CONTINGENCIES -- NOTE 13
SHAREHOLDER'S EQUITY
Common stock (6 shares issued and outstanding).....................         30                    30
Additional paid-in capital.........................................      1,072                   766
Net unrealized appreciation, fixed maturities...........        243                   282
Net unrealized (depreciation), equity securities........        (25)                  (26)
Net translation of foreign currencies...................          2                     2
                                                          ---------             ---------
Accumulated other comprehensive income.............................        220                   258
Retained earnings..................................................      2,206                 3,392
- ----------------------------------------------------------------------------------------------------
      Total shareholder's equity...................................      3,528                 4,446
- ----------------------------------------------------------------------------------------------------
      Total liabilities and shareholder's equity...................  $  80,804             $  76,053
- ----------------------------------------------------------------------------------------------------
                                                                     -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                              35
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN SHAREHOLDER'S
                                     EQUITY
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                 1998                          1997                           1996
- -------------------------------------------------------------------------------------------------------------------------------
                                      COMPREHENSIVE  SHAREHOLDER'S   COMPREHENSIVE  SHAREHOLDER'S  COMPREHENSIVE  SHAREHOLDER'S
                                             INCOME        EQUITY           INCOME        EQUITY          INCOME         EQUITY
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>           <C>              <C>           <C>             <C>
COMMON STOCK.......................                     $      30                      $      30                      $      30
ADDITIONAL PAID-IN CAPITAL.........                         1,072                            766                            766
ACCUMULATED OTHER COMPREHENSIVE
 INCOME -- BEGINNING OF YEAR.......                           258                            191                            478
Net unrealized appreciation
 (depreciation)-- fixed
 maturities........................       $     (39)          (39)       $      69            69       $    (276)          (276)
Net unrealized appreciation
 (depreciation) -- equity
 securities........................               1             1               (1)           (1)            (12)           (12)
                                             ------                          -----                        ------
Net unrealized appreciation
 (depreciation) on securities......             (38)                            68                          (288)
Net translation of foreign
 currencies........................               -             -               (1)           (1)              1              1
                                             ------                          -----                        ------
  Other comprehensive (loss)
   income..........................             (38)                            67                          (287)
                                                     ------------                   ------------                         ------
ACCUMULATED OTHER COMPREHENSIVE
 INCOME -- END OF YEAR.............                           220                            258                            191
                                                     ------------                   ------------                         ------
RETAINED EARNINGS -- BEGINNING OF
 YEAR..............................                         3,392                          3,177                          3,220
  Net income.......................             806           806              615           615             557            557
  Dividends declared...............                        (1,992)                          (400)                          (600)
                                                     ------------                   ------------                         ------
  RETAINED EARNINGS -- END OF
   YEAR............................                         2,206                          3,392                          3,177
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME AND
 SHAREHOLDER'S EQUITY..............       $     768     $   3,528        $     682     $   4,446       $     270      $   4,164
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
36
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                         1998       1997       1996
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................  $     806  $     615  $     557
Adjustments to reconcile net income to net cash (used in) provided
  by operating activities:
  Insurance liabilities...........................................         67         78         57
  Reinsurance recoverables........................................         (7)        68        (11)
  Premiums and accounts receivable................................       (179)       106         77
  Deferred income taxes, net......................................       (211)       (49)       (82)
  Other assets....................................................       (339)       (54)        43
  Deferred policy acquisition costs...............................        (12)       (97)       (92)
  Accounts payable, accrued expenses, other liabilities and
   current income taxes...........................................        149         41       (113)
  Depreciation and goodwill amortization..........................        113         88         94
  Gain on sale of business........................................       (418)        --         --
  Other, net......................................................        (50)       (99)      (151)
                                                                    ---------  ---------  ---------
    Net cash (used in) provided by operating activities...........        (81)       697        379
                                                                    ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities................................................      2,869      1,583      1,589
  Mortgage loans..................................................      1,052        807        640
  Equity securities...............................................         15         14         13
  Real estate.....................................................         98        401        345
  Policy loans....................................................        382         --         --
  Other (primarily short-term investments)........................      6,724      6,447      3,613
Investment maturities and repayments:
  Fixed maturities................................................      2,797      2,394      2,634
  Mortgage loans..................................................        421        601        630
Investments purchased:
  Fixed maturities................................................     (3,881)    (4,339)    (3,834)
  Mortgage loans..................................................     (1,611)    (1,426)    (1,300)
  Equity securities...............................................         (7)        (9)        (3)
  Policy loans....................................................         --        (13)      (207)
  Other (primarily short-term investments)........................     (7,652)    (6,296)    (3,930)
  Net cash from disposition of business...........................      1,295         --         --
  Other, net......................................................       (274)      (102)       (94)
                                                                    ---------  ---------  ---------
    Net cash provided by investing activities.....................      2,228         62         96
                                                                    ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder deposit funds:
  Deposits and interest credited..................................      7,050      7,634      7,260
  Withdrawals and benefit payments................................     (7,106)    (7,023)    (7,135)
Dividends paid to parent..........................................     (1,992)      (400)      (600)
Other, net........................................................          4        (47)        --
      Net cash (used in) provided by financing activities.........     (2,044)       164       (475)
- ---------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents.........................        103        923         --
Cash and cash equivalents, beginning of year......................        923         --         --
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year............................  $   1,026  $     923  $      --
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds...............................  $     520  $     402  $     385
  Interest paid...................................................  $       3  $       5  $       7
- ---------------------------------------------------------------------------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                              37
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- DESCRIPTION OF BUSINESS
 
  Connecticut General Life Insurance Company and its subsidiaries (the Company)
provide insurance and related financial services throughout the United States
and in many locations worldwide. Principal products and services include group
health and life insurance and retirement and investment products and services.
The Company is a wholly-owned subsidiary of Connecticut General Corporation,
which is an indirect wholly-owned subsidiary of CIGNA Corporation (CIGNA).
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A) BASIS OF PRESENTATION:  The consolidated financial statements include the
accounts of the Company and all significant subsidiaries. These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles, and reflect management's estimates and assumptions, such
as those regarding medical costs and interest rates, that affect the recorded
amounts. Significant estimates used in determining contractholder and insurance
liabilities, related reinsurance recoverables, and valuation allowances for
investment assets are discussed throughout the Notes to Financial Statements.
Certain reclassifications have been made to prior years' amounts to conform with
the 1998 presentation.
 
  B) RECENT ACCOUNTING PRONOUNCEMENTS:  The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," as of December 31, 1998. SFAS No. 131
changes the way segments are structured and requires additional segment
disclosures. Prior period information has been restated based on the new
requirements. See Note 11 for additional information.
 
  In 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires that derivatives be reported on the balance sheet at fair value.
Changes in fair value are recognized in net income or, for derivatives which are
hedging market risk related to future cash flows, in the accumulated other
comprehensive income section of shareholders' equity. Implementation is required
by the first quarter of 2000, with the cumulative effect of adoption reflected
in net income and accumulated other comprehensive income, as appropriate. The
Company has not determined the effect or timing of implementation of this
pronouncement.
 
  The American Institute of Certified Public Accountants (AICPA) issued
Statement of Position (SOP) 97-3, "Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments," in 1997. SOP 97-3 provides guidance on the
recognition and measurement of liabilities for guaranty fund and other
insurance-related assessments. Implementation of this pronouncement, which is
required by the first quarter of 1999 with the cumulative effect of adopting the
SOP reflected in net income, is not expected to have a material effect on
results of operations, liquidity or financial condition.
 
  In 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 specifies the types
of costs that must be capitalized and amortized over the software's expected
useful life and the types of costs which must be immediately recognized as
expense. Implementation of this pronouncement is required by the first quarter
of 1999 and is not expected to have a material effect on results of operations,
liquidity or financial condition.
 
  In 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting for
Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk." SOP
98-7 provides guidance on the deposit method of accounting for insurance and
reinsurance contracts that do not transfer insurance risk, except for
long-duration life and health contracts. Implementation is required by the first
quarter of 2000, with the cumulative effect of adopting the SOP reflected in net
income in the year of adoption. The Company has not determined the effect or
timing of implementation of this pronouncement.
 
  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities and off-
balance sheet financial instruments such as investment and loan commitments and
financial guarantees. These
 
38
<PAGE>
instruments are subject to risk of loss due to interest rate and market
fluctuations and most have credit risk. The Company evaluates and monitors each
financial instrument individually and, where appropriate, uses certain
derivative instruments or obtains collateral or other forms of security to
minimize risk of loss.
 
  Financial instruments that are subject to fair value disclosure requirements
(insurance contracts, real estate, goodwill and taxes are excluded) are carried
in the financial statements at amounts that approximate fair value, except for
mortgage loans and contractholder deposit funds (non-insurance products). For
these financial instruments, the fair value was not materially different from
the carrying amount as of December 31, 1998 and 1997. Fair values of off-balance
sheet financial instruments as of December 31, 1998 and 1997 were not material.
 
  Fair values for financial instruments are estimates that, in many cases, may
differ significantly from the amounts that could be realized upon immediate
liquidation. In cases where market prices are not available, estimates of fair
value are based on discounted cash flow analyses which utilize current interest
rates for similar financial instruments with comparable terms and credit
quality. The fair value of liabilities for contractholder deposit funds was
estimated using the amount payable on demand, and for those not payable on
demand, discounted cash flow analyses.
 
  D) INVESTMENTS:  Investments in fixed maturities, which are classified as
available-for-sale and carried at fair value, include bonds; asset-backed
securities, including collateralized mortgage obligations (CMOs); and redeemable
preferred stocks. Fixed maturities are considered impaired and written down to
fair value when a decline in value is considered to be other than temporary.
 
  Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Mortgage loans are considered impaired when it is probable
that the Company will not collect all amounts according to the contractual terms
of the loan agreement. If impaired, a valuation reserve is utilized to record
any change in the fair value of the underlying collateral below the carrying
value of the mortgage loan.
 
  Fixed maturities and mortgage loans that are delinquent or restructured to
modify basic financial terms, typically to reduce the interest rate and, in
certain cases, extend the term, are placed on non-accrual status. Net investment
income on such investments is recognized only when payment is received.
 
  Real estate investments are either held for the production of income or held
for sale. Real estate investments held for the production of income are carried
at depreciated cost less any write-downs to fair value. Depreciation is
generally calculated using the straight-line method based on the estimated
useful lives of these assets.
 
  Real estate investments held for sale are generally those which are acquired
through the foreclosure of mortgage loans. The Company's policy is to
rehabilitate, re-lease and sell foreclosed properties, which generally takes two
to four years or less if circumstances indicate that an immediate sale is in the
best interests of the Company or policyholders. At the time of foreclosure,
properties are valued at fair value less estimated costs to sell and
reclassified from mortgage loans to real estate held for sale. Subsequent to
foreclosure, these investments are carried at the lower of cost or current fair
value less estimated costs to sell and are no longer depreciated. Adjustments to
the carrying value as a result of changes in fair value subsequent to
foreclosure are recorded as valuation reserves. The Company considers several
methods in determining fair value for real estate, with emphasis placed on the
use of discounted cash flow analyses and, in some cases, the use of third-party
appraisals.
 
  Equity securities and short-term investments are classified as
available-for-sale. Equity securities, which include common and non-redeemable
preferred stocks, are carried at fair value. Short-term investments are carried
at fair value, which approximates cost.
 
  Policy loans are generally carried at unpaid principal balances.
 
  Realized investment gains and losses result from sales, investment asset
write-downs and changes in valuation reserves. Realized investment gains and
losses do not include amounts attributable to experience-rated pension
policyholders' contracts and participating life policies (policyholder share).
Realized investment gains and losses are based upon specific identification of
the investment assets.
 
  Unrealized investment gains and losses for investments carried at fair value
are included in shareholder's equity net of policyholder-related amounts and
deferred income taxes.
 
  See Note 4(F) for a discussion of the Company's accounting policies for
derivative financial instruments.
 
                                                                              39
<PAGE>
  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
 
  F) REINSURANCE RECOVERABLES:  Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
estimated to be uncollectible. See Notes 3 and 9.
 
  G) DEFERRED POLICY ACQUISITION COSTS:  Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Acquisition costs for universal life
products and contractholder deposit funds are deferred and amortized in
proportion to the present value of total estimated gross profits over the
expected lives of the contracts. Acquisition costs for annuity and other
individual life insurance products are deferred and amortized, generally in
proportion to the ratio of annual revenue to the estimated total revenues over
the contract periods.
 
  Deferred policy acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income. If such costs are
estimated to be unrecoverable, they are expensed unless such costs are estimated
to be unrecoverable as a result of treating unrealized investment gains and
losses as though they had been realized. If so, a deferred acquisition cost
valuation allowance may be established or adjusted, with a comparable offset in
net unrealized appreciation (depreciation).
 
  H) PROPERTY AND EQUIPMENT:  Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $490 million
and $448 million at December 31, 1998 and 1997, respectively.
 
  I) GOODWILL AND OTHER INTANGIBLES:  Goodwill represents the excess of the cost
of businesses acquired over the fair value of their net assets. Other intangible
assets primarily represent purchased customer lists and provider contracts.
Goodwill and other intangibles are amortized over periods not exceeding 40
years. Goodwill and other intangibles are written down when not recoverable
based on analysis of historical and estimated future income or undiscounted
estimated cash flows of the related businesses. Amortization periods are revised
if it is estimated that the remaining period of benefit of the goodwill has
changed. Accumulated amortization was $143 million and $113 million at December
31, 1998 and 1997, respectively.
 
  J) OTHER ASSETS:  Other assets consists of various insurance-related assets,
principally ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at market value and represent policyholder funds maintained in accounts
having specific investment objectives. The investment income, gains and losses
of these accounts generally accrue to the policyholders and, therefore, are not
included in the Company's revenues and expenses.
 
  L) CONTRACTHOLDER DEPOSIT FUNDS:  Liabilities for contractholder deposit funds
consist of deposits received from customers and investment earnings on their
fund balances, less administrative charges and, for universal life fund
balances, mortality charges.
 
  M) FUTURE POLICY BENEFITS:  Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life policies, and are based
upon estimates as to future investment yield, mortality and withdrawals that
include provisions for adverse deviation. Future policy benefits for individual
life insurance and annuity policies are computed using interest rates ranging
from 2% to 11%, generally graded down from 1 to 20 years. Mortality, morbidity,
and withdrawal assumptions are based on either the Company's own experience or
various actuarial tables.
 
  N) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on reported and incurred but not
reported insurance claims.
 
  O) UNEARNED PREMIUMS:  Premiums for group life and accident and health
insurance are reported as earned on a pro-rata basis over the contract period.
The unexpired portion of these premiums is recorded as unearned premiums.
 
40
<PAGE>
  P) OTHER LIABILITIES:  Other liabilities consist principally of postretirement
and postemployment benefits and various insurance-related liabilities, including
amounts related to reinsurance contracts and guaranty fund assessments that can
be reasonably estimated.
 
  Q) TRANSLATION OF FOREIGN CURRENCIES:  Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally reflected in shareholder's equity. Revenues and expenses are
translated at the average rates of exchange prevailing during the year.
 
  R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES:  Premiums for group life
and accident and health insurance are recognized as revenue on a pro-rata basis
over their contract periods. Benefits, losses and settlement expenses are
recognized when incurred.
 
  Revenues for investment-related products consist of net investment income and
contract fees assessed against the fund balances during the period. Net
investment income represents investment income on assets supporting
investment-related products and is recognized as earned. Contract fees are based
upon related administrative expenses and are assessed ratably over the contract
year. Benefit expenses for investment-related products primarily consist of
amounts credited in accordance with contract provisions.
 
  Premiums for individual life insurance as well as individual and group annuity
products, excluding universal life and investment-related products, are
recognized as revenue when due. Benefits, losses and settlement expenses are
matched with premiums.
 
  Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund balances
during the period. Net investment income represents investment income on assets
supporting universal life products and is recognized as earned. Fees for
mortality are recognized ratably over the policy year. Administration fees are
recognized as services are provided, and surrender charges are recognized as
earned. Benefit expenses for universal life products consist of benefit claims
in excess of fund balances, which are recognized when claims are filed, and
amounts credited in accordance with contract provisions.
 
  S) PARTICIPATING BUSINESS:  Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in a portion of
the earnings of the Company's business. The participating insurance in force
accounted for approximately 7% of total life insurance in force at December 31,
1998, 1997 and 1996.
 
  T) INCOME TAXES:  The Company and its domestic subsidiaries are included in
the consolidated United States federal income tax return filed by CIGNA. In
accordance with a tax sharing agreement with CIGNA, the provision for federal
income tax is computed as if the Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes to
the extent they are utilized in CIGNA's consolidated federal income tax
provision.
 
  Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 7 for additional information.
 
NOTE 3 -- DISPOSITION
 
  As of January 1, 1998, the Company sold its individual life insurance and
annuity business for cash proceeds of $1.4 billion. The sale resulted in an
after-tax gain of $773 million of which $202 million was recognized upon closing
of the sale. Since the principal agreement to sell this business is in the form
of an indemnity reinsurance arrangement, the remaining $571 million of the gain
was deferred and is being recognized at the rate that earnings from the business
sold would have been expected to emerge, primarily over fifteen years on a
declining basis. The Company recognized $66 million of the deferred gain in
1998.
 
  Revenues for this business were $972 million and $926 million for the years
ended December 31, 1997 and 1996, respectively, and net income was $102 million
and $67 million for the same periods. Also, as part of the transaction, the
Company recorded a reinsurance recoverable from the purchaser of $5.8 billion
for insurance liabilities retained, and transferred invested assets of $5.4
billion along with other assets and liabilities associated with the business.
The sales agreement provides for the possibility of certain adjustments;
however, any future adjustments are not expected to be material to results of
operations, liquidity or financial condition.
 
  The Company paid a dividend of $1.4 billion to its parent in January 1998,
having received prior approval of both the disposition and the dividend from the
Connecticut Insurance Department (the Department).
 
                                                                              41
<PAGE>
NOTE 4 -- INVESTMENTS
 
  A) FIXED MATURITIES:  Fixed maturities are net of cumulative write-downs of
$22 million and $36 million, including policyholder share, as of December 31,
1998 and 1997, respectively.
 
  The amortized cost and fair value by contractual maturity periods for fixed
maturities, including policyholder share, as of December 31, 1998 were as
follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                                            Amortized       Fair
(IN MILLIONS)                                                                    Cost      Value
- ------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>
Due in one year or less..................................................   $     979  $     999
Due after one year through five years....................................       3,960      4,110
Due after five years through ten years...................................       3,512      3,723
Due after ten years......................................................       2,665      3,348
Asset-backed securities..................................................       5,704      5,887
- ------------------------------------------------------------------------------------------------
Total....................................................................   $  16,820  $  18,067
- ------------------------------------------------------------------------------------------------
                                                                           ---------------------
</TABLE>
 
  Actual maturities could differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.
 
  Gross unrealized appreciation (depreciation) for fixed maturities, including
policyholder share, by type of issuer was as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                 At December 31, 1998:
- -----------------------------------------------------------------------------------------------------
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
- -----------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>            <C>
Federal government bonds.........................   $     568    $     407     $      --    $     975
State and local government bonds.................         145           20            --          165
Foreign government bonds.........................         147            7            (9)         145
Corporate securities.............................      10,256          733           (94)      10,895
Asset-backed securities..........................       5,704          217           (34)       5,887
- -----------------------------------------------------------------------------------------------------
Total............................................   $  16,820    $   1,384     $    (137)   $  18,067
- -----------------------------------------------------------------------------------------------------
                                                   --------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                 At December 31, 1997:
- -----------------------------------------------------------------------------------------------------
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
- -----------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>            <C>
Federal government bonds.........................   $   1,361    $     294     $      --    $   1,655
State and local government bonds.................         178           22            (2)         198
Foreign government bonds.........................         143            7            (1)         149
Corporate securities.............................      13,027          860          (123)      13,764
Asset-backed securities..........................       6,253          317           (13)       6,557
- -----------------------------------------------------------------------------------------------------
Total............................................   $  20,962    $   1,500     $    (139)   $  22,323
- -----------------------------------------------------------------------------------------------------
                                                   --------------------------------------------------
</TABLE>
 
  Asset-backed securities include investments in CMOs as of December 31, 1998 of
$2.0 billion carried at fair value (amortized cost, $2.0 billion), compared with
$2.3 billion carried at fair value (amortized cost, $2.3 billion) as of December
31, 1997. Certain of these securities are backed by Aaa/AAA-rated government
agencies. All other CMO securities have high quality ratings through use of
credit enhancements provided by subordinated securities or mortgage insurance
from Aaa/AAA-rated insurance companies. CMO holdings are concentrated in
securities with limited prepayment, extension and default risk, such as planned
amortization class bonds. The Company's investments in interest-only and
principal-only CMOs, which are subject to interest rate risk due to accelerated
prepayments, represented approximately .05% and .10% of total CMO investments at
December 31, 1998 and 1997, respectively.
 
42
<PAGE>
  At December 31, 1998, contractual fixed maturity investment commitments were
$34 million. The majority of investment commitments are for the purchase of
investment grade fixed maturities, bearing interest at a fixed market rate, and
require no collateral. These commitments are diversified by issuer and maturity
date, and it is estimated that approximately 59% will be disbursed in 1999.
 
  B) MORTGAGE LOANS AND REAL ESTATE:  The Company's mortgage loans and real
estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally are less than 75% of the property's value at the time
the original loan is made.
 
  At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1998       1997
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Mortgage Loans..............................................................  $   8,875  $  10,090
                                                                              ---------  ---------
Real estate:
  Held for sale.............................................................        326        339
  Held for production of income.............................................        386        410
                                                                              ---------  ---------
Total real estate...........................................................        712        749
- --------------------------------------------------------------------------------------------------
Total.......................................................................  $   9,587  $  10,839
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
  At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1998       1997
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Property type:
  Retail facilities.........................................................  $   3,145  $   4,153
  Office buildings..........................................................      3,814      3,984
  Apartment buildings.......................................................      1,283      1,311
  Hotels....................................................................        450        498
  Other (primarily industrial)..............................................        895        893
- --------------------------------------------------------------------------------------------------
Total.......................................................................  $   9,587  $  10,839
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
Geographic region:
  Central...................................................................  $   3,051  $   3,484
  Pacific...................................................................      2,683      2,962
  Middle Atlantic...........................................................      1,510      1,821
  South Atlantic............................................................      1,348      1,458
  New England...............................................................        995      1,114
- --------------------------------------------------------------------------------------------------
Total.......................................................................  $   9,587  $  10,839
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
MORTGAGE LOANS
 
  At December 31, 1998, scheduled mortgage loan maturities were as follows: 1999
- -- $.9 billion; 2000 -- $.9 billion; 2001 -- $.8 billion; 2002 -- $1.0 billion;
2003 -- $1.6 billion; and $3.7 billion thereafter. Actual maturities could
differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties; the maturity date may
be extended; and loans may be refinanced. During 1998 and 1997, the Company
refinanced at current market rates approximately $126 million and $135 million,
respectively, of its mortgage loans relating to borrowers that were unable to
obtain alternative financing.
 
  At December 31, 1998, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $492 million, most
of which were at a fixed market rate of interest. These commitments are
generally expected to be disbursed within three months, and are diversified by
property type and geographic region.
 
  At December 31, 1998, the Company's impaired mortgage loans were $156 million,
including $24 million before valuation reserves totaling $6 million, and $132
million which had no valuation reserves. At December 31, 1997, the Company's
impaired mortgage loans were $375 million, including $152 million before
valuation reserves totaling $44 million, and $223 million which had no valuation
reserves.
 
                                                                              43
<PAGE>
  During the year ended December 31, changes in reserves for impaired mortgage
loans, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                           1998         1997
- ---------------------------------------------------------------------------------------------------------
<S>                                                                              <C>          <C>
Reserve balance -- January 1...................................................   $      44    $      94
Transfers to foreclosed real estate............................................         (21)         (30)
Charge-offs upon sales.........................................................          (9)         (47)
Net increase (decrease) in valuation reserves..................................          (8)          27
- ---------------------------------------------------------------------------------------------------------
Reserve balance -- December 31.................................................   $       6    $      44
- ---------------------------------------------------------------------------------------------------------
                                                                                              -----------
</TABLE>
 
  During 1998 and 1997, impaired mortgage loans, before valuation reserves,
averaged approximately $285 million and $597 million, respectively. Interest
income recorded and cash received on these loans were approximately $12 million
and $34 million in 1998 and 1997, respectively.
 
REAL ESTATE
 
  During 1998, 1997 and 1996, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $32 million, $81
million and $107 million, respectively.
 
  Valuation reserves and cumulative write-downs related to real estate,
including policyholder share, were $171 million and $169 million as of December
31, 1998 and 1997, respectively.
 
  Net income for 1998 and 1997 included net investment income of $8 million and
$9 million, respectively, for real estate held for sale. Write-downs upon
foreclosure and changes in valuation reserves were not material for 1998 and
1997.
 
  C) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS:  Short-term investments and
cash equivalents, in the aggregate, primarily included debt securities,
principally corporate securities of $963 million at December 31, 1998 and, for
1997, principally corporate securities of $520 million and federal government
securities of $443 million.
 
  D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 was as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                       1998       1997
- ---------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Unrealized appreciation:
  Fixed maturities...........................................................  $   1,384  $   1,500
  Equity securities..........................................................         10          8
                                                                               ---------  ---------
                                                                                   1,394      1,508
                                                                               ---------  ---------
Unrealized depreciation:
  Fixed maturities...........................................................       (137)      (139)
  Equity securities..........................................................        (25)       (29)
                                                                               ---------  ---------
                                                                                    (162)      (168)
                                                                               ---------  ---------
Less policyholder-related amounts............................................        880        931
                                                                               ---------  ---------
Shareholder net unrealized appreciation......................................        352        409
Less deferred income taxes...................................................        134        153
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation..................................................  $     218  $     256
- ---------------------------------------------------------------------------------------------------
                                                                               --------------------
</TABLE>
 
  The components of net unrealized appreciation (depreciation) on investments
for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                  1998         1997       1996
- -----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>          <C>
Unrealized appreciation (depreciation) on investments held, net of taxes
  of $48, $37 and $(151), respectively..................................  $      89   $      69   $    (280)
Less gains realized in net income, net of taxes of $68, $-- , and $3, in
  1998, 1997 and 1996, respectively.....................................        127           1           8
                                                                                             --
                                                                          ---------               ---------
Net unrealized appreciation (depreciation)..............................  $     (38)  $      68   $    (288)
- -----------------------------------------------------------------------------------------------------------
                                                                          ---------------------------------
</TABLE>
 
44
<PAGE>
  E) NON-INCOME PRODUCING INVESTMENTS:  At December 31, the carrying values of
investments, including policyholder share, that were non-income producing during
the preceding 12 months were as follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                          1998       1997
- ------------------------------------------------------------------------------------------------------
<S>                                                                              <C>         <C>
Fixed maturities...............................................................   $      22  $      28
Mortgage loans.................................................................           2         --
Real estate....................................................................          68        141
- ------------------------------------------------------------------------------------------------------
Total..........................................................................   $      92  $     169
- ------------------------------------------------------------------------------------------------------
                                                                                           -----------
</TABLE>
 
  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is to
manage the characteristics of investment assets, such as duration, yield,
currency and liquidity, to reflect the underlying characteristics of the related
insurance and contractholder liabilities, which vary among the Company's
principal product lines. In connection with this investment strategy, the
Company's use of derivative instruments, including interest rate and currency
swaps, purchased options and futures contracts, is generally limited to hedging
applications to minimize market risk.
 
  Hedge accounting treatment requires a probability of high correlation between
the changes in the market value or cash flows of the derivatives and the hedged
assets or liabilities. Under hedge accounting, the changes in market value or
cash flows of the derivatives and the hedged assets or liabilities are
recognized in net income in the same period. If the Company's use of derivatives
does not qualify for hedge accounting treatment, the derivative is recorded at
fair value and changes in its fair value are recognized in net income without
considering changes in the hedged asset or liabilities.
 
  The Company routinely monitors, by individual counterparty, exposure to credit
risk associated with swap and option contracts and diversifies the portfolio
among approved dealers of high credit quality. Futures contracts are
exchange-traded and, therefore, credit risk is limited since the exchange
assumes the obligations. The Company manages legal risks by following industry
standardized documentation procedures and by monitoring legal developments.
 
  Underlying contract, notional or principal amounts associated with derivatives
at December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                        1998       1997
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Interest rate swaps...........................................................  $     158  $     265
Currency swaps................................................................        193        248
Purchased options.............................................................        878        833
Written options...............................................................      1,087         --
Futures.......................................................................        233         75
- ----------------------------------------------------------------------------------------------------
</TABLE>
 
  Under interest rate swaps, the Company agrees with other parties to
periodically exchange the difference between variable rate and fixed rate asset
cash flows to provide stable returns for related liabilities. The Company uses
currency swaps (primarily Canadian dollars, Swiss francs, German marks, Japanese
yen and pounds sterling) to match the currency of investments to that of the
associated liabilities. Under currency swaps, the parties exchange principal and
interest amounts in two relevant currencies using agreed-upon exchange amounts.
 
  The net interest cash flows from interest rate and currency swaps are
recognized currently as an adjustment to net investment income, and the fair
value of these swaps is reported as an adjustment to the related investments.
 
  Using purchased options to reduce the effect of changes in interest rates or
equity indexes on liabilities, the Company pays an up-front fee to receive cash
flows from third parties when interest rates or equity indexes vary from
specified levels. Purchased options that qualify for hedge accounting are
recorded consistent with the related liabilities, at amortized cost plus
adjustments based on current equity indexes, and income is reported as an
adjustment to benefit expense. Purchased options that qualify for hedge
accounting are reported in other assets, and fees paid are amortized to benefit
expense over their contractual periods. Purchased options with underlying
notional amounts of $82 million at December 31, 1997 that are designated as
hedges, but do not qualify for hedge accounting, are reported in other long-term
investments at fair value with changes in fair value recognized as realized
investment gains and losses. There were no such options at December 31, 1998.
 
                                                                              45
<PAGE>
  The Company also writes reinsurance contracts that are accounted for as
written options. The Company receives fees to pay for specified unfavorable
changes in variable annuity account values based on underlying mutual fund
investments when account holders elect to receive periodic income payments.
These written options, along with options purchased to minimize the risks
assumed, are reported at fair value in other liabilities and other assets,
respectively. Changes in fair value are recognized in other revenues, or other
operating expenses if there is a net loss. Fair values of written and related
purchased options during 1998 and as of December 31, 1998 were not material.
 
  Interest rate futures are used to temporarily hedge against the changes in
market values of bonds and mortgage loans to be purchased or sold. Under futures
contracts, changes in the contract values are settled in cash daily with the
exchange on which the instrument is traded. These changes in contract values are
deferred and recorded as adjustments to the carrying value of the related bond
or mortgage loan. Deferred gains and losses are amortized into net investment
income over the life of the investments purchased or are recognized in full as
realized investment gains and losses if investments are sold. Gains and losses
on futures contracts deferred in anticipation of investment purchases were
immaterial at December 31, 1998 and 1997.
 
  The effects of interest rate and currency swaps, purchased and written options
and futures on the components of net income for 1998, 1997 and 1996 were not
material.
 
  As of December 31, 1998 and 1997, the Company's variable interest rate
investments consisted of approximately $0.6 billion and $0.7 billion of fixed
maturities, respectively. As of December 31, 1998 and 1997, the Company's fixed
interest rate investments consisted of $17 billion and $21.6 billion,
respectively, of fixed maturities, and $8.9 billion and $10.1 billion,
respectively, of mortgage loans.
 
  G) OTHER:  As of December 31, 1998 and 1997, the Company had no concentration
of investments in a single investee exceeding 10% of shareholder's equity.
 
NOTE 5 -- INVESTMENT INCOME AND GAINS AND LOSSES
 
  A) NET INVESTMENT INCOME:  The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                              1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Fixed maturities....................................................  $   1,386  $   1,648  $   1,647
Equity securities...................................................          1          8         --
Mortgage loans......................................................        739        885        921
Policy loans........................................................        459        532        548
Real estate.........................................................        142        183        227
Other long-term investments.........................................         19         17         23
Short-term investments..............................................         18         28         35
                                                                      ---------  ---------  ---------
                                                                          2,764      3,301      3,401
Less investment expenses............................................        127        162        202
- -----------------------------------------------------------------------------------------------------
Net investment income...............................................  $   2,637  $   3,139  $   3,199
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in benefits, losses and settlement expenses, was approximately $1.6 billion for
1998 and $1.7 billion for 1997 and 1996. Net investment income for separate
accounts, which is not reflected in the Company's revenues, was $1.5 billion ,
$1.4 billion and $1.1 billion for 1998, 1997 and 1996, respectively.
 
  As of December 31, 1998, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $142 million and $97 million,
including restructured investments of $76 million and $93 million, respectively.
As of December 31, 1997, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $143 million and $153 million,
including restructured investments of $81 million and $137 million,
respectively. If interest on these investments had been recognized in accordance
with their original terms, net income would have been increased by $5 million,
$7 million and $15 million in 1998, 1997 and 1996, respectively.
 
46
<PAGE>
  B) REALIZED INVESTMENT GAINS AND LOSSES:  Realized gains (losses) on
investments, excluding policyholder share, for the year ended December 31 were
as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                     1998         1997         1996
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>          <C>
Fixed maturities.........................................................   $      34    $      (3)   $      11
Equity securities........................................................           3            4            1
Mortgage loans...........................................................          22            4          (12)
Real estate..............................................................          10           28           15
Other....................................................................          24           12           22
                                                                                  ---          ---          ---
                                                                                   93           45           37
Less income taxes........................................................          33            8           17
- ----------------------------------------------------------------------------------------------------------------
Net realized investment gains............................................   $      60    $      37    $      20
- ----------------------------------------------------------------------------------------------------------------
                                                                                           --------------------
</TABLE>
 
  Realized investment gains and losses include impairments in the value of
investments, net of recoveries, of $(5) million, $25 million and $40 million in
1998, 1997 and 1996, respectively.
 
  Realized investment gains for separate accounts, which are not reflected in
the Company's revenues, were $494 million, $489 million and $305 million for
1998, 1997 and 1996 respectively. Realized investment gains attributable to
policyholder contracts, which also are not reflected in the Company's revenues,
were $201 million, $76 million and $82 million for 1998, 1997 and 1996,
respectively.
 
  Sales of available-for-sale fixed maturities and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                              1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Proceeds from sales.................................................  $   5,677  $   3,978  $   4,236
Gross gains on sales................................................  $     238  $      95  $     146
Gross losses on sales...............................................  $     (55) $    (151) $     (70)
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
NOTE 6 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Department recognizes as net income and surplus (shareholder's equity)
those amounts determined in conformity with statutory accounting practices
prescribed or permitted by the Department, which may differ from generally
accepted accounting principles. As of December 31, 1998, there were no permitted
accounting practices utilized by the Company that were materially different from
those prescribed by the Department.
 
  Capital stock of the Company at December 31, 1998 and 1997 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5).
 
  The Company's statutory net income was $824 million, $417 million and $611
million for 1998, 1997 and 1996, respectively. Statutory surplus was $1.8
billion at December 31, 1998 and $2.2 billion at December 31, 1997. The
Connecticut Insurance Holding Company Act limits the amount of annual dividends
or other distributions available to shareholders of Connecticut insurance
companies without the Department's prior approval. During 1998, the Company paid
dividends of $2.0 billion to its parent, all of which received prior approval
from the Department in accordance with requirements (see Note 3 - Disposition).
During 1997, the Company paid dividends of $400 million to its parent, of which
$100 million received prior approval from the Department in accordance with
requirements. Under current law, the maximum dividend distribution that may be
made by the Company during 1999 without prior approval is $839 million. The
amount of restricted net assets as of December 31, 1998 was approximately $2.7
billion.
 
NOTE 7 -- INCOME TAXES
 
  The Company's net deferred tax asset of $865 million and $653 million as of
December 31, 1998 and 1997, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
 
                                                                              47
<PAGE>
  In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The balance in the account of approximately $450 million at December 31, 1998
would result in a tax liability of $158 million only if distributed to the
shareholder or if the account balance exceeded a prescribed maximum. No income
taxes have been provided on this amount because, in management's opinion, the
likelihood that these conditions will be met is remote. See Note 13 for a
discussion of potential legislation regarding this matter.
 
  CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service, and provisions are made in CIGNA's financial statements in
anticipation of the results of these audits. CIGNA resolved all issues relative
to the Company arising out of audits for 1991 through 1993, which resulted in an
increase to net income of $13 million in 1997.
 
  In management's opinion, adequate tax liabilities have been established for
all years. Income taxes and deferred tax balances for the year ended December
31, 1998 reflect state income taxes.
 
  The tax effects of temporary differences which give rise to deferred income
tax assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                       1998       1997
- ---------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities.............................  $     119  $     400
  Employee and retiree benefit plans.........................................        214        196
  Deferred gain on sale of business..........................................        290         --
  Investments, net...........................................................        356        262
  Policy acquisition expenses................................................        111         --
  Other......................................................................         --         63
                                                                               ---------        ---
Total deferred tax assets....................................................      1,090        921
                                                                               ---------        ---
Deferred tax liabilities:
  Policy acquisition expenses................................................         --         38
  Depreciation...............................................................         67         77
  Unrealized appreciation on investments.....................................        134        153
  Other......................................................................         24         --
                                                                               ---------        ---
Total deferred tax assets....................................................        225        268
- ---------------------------------------------------------------------------------------------------
Net deferred income tax asset................................................  $     865  $     653
- ---------------------------------------------------------------------------------------------------
                                                                               --------------------
</TABLE>
 
  The components of income taxes for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1998       1997       1996
- ----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>        <C>
Current taxes:
  U.S. income............................................................  $     617  $     344  $     391
  Foreign income.........................................................          5          3          3
  State income...........................................................         14         --         --
                                                                                 ---        ---        ---
                                                                                 636        347        394
                                                                                 ---        ---        ---
Deferred taxes (benefits):
  U.S. income............................................................       (205)       (49)       (81)
  State income...........................................................         (6)        --         --
                                                                                 ---        ---        ---
                                                                                (211)       (49)       (81)
- ----------------------------------------------------------------------------------------------------------
Total income taxes.......................................................  $     425  $     298  $     313
- ----------------------------------------------------------------------------------------------------------
                                                                           -------------------------------
</TABLE>
 
  State income taxes were not material in years prior to 1998.
 
48
<PAGE>
  Total income taxes for the year ended December 31 differs from the amount
computed using the nominal federal income tax rate of 35% for the following
reasons:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1998       1997       1996
- ----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>        <C>
Tax expense at nominal rate..............................................  $     431  $     320  $     305
Tax-exempt interest income...............................................         (4)        (5)        (5)
Dividends received deduction.............................................        (13)        (7)        (7)
Amortization of goodwill.................................................          5          4          4
State income tax (net of federal income tax benefit).....................          5         --         --
Resolved federal tax audit issues........................................         --        (13)        --
Other....................................................................          1         (1)        16
- ----------------------------------------------------------------------------------------------------------
Total income taxes.......................................................  $     425  $     298  $     313
- ----------------------------------------------------------------------------------------------------------
                                                                           -------------------------------
</TABLE>
 
NOTE 8 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS
 
  A) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:  The Company provides
pension and certain health care and life insurance benefits to eligible retired
employees and agents, spouses and other eligible dependents through various
plans. The expenses of retirement plans are allocated to the Company along with
other benefit cost allocations.
 
  Pension benefits are provided through a plan sponsored by CIGNA covering most
domestic employees and by a separate pension plan for former agents. CIGNA funds
the pension plans at least at the minimum amount required by the Employee
Retirement Income Security Act of 1974. Allocated pension cost for the Company
was $19 million, $24 million and $26 million in 1998, 1997 and 1996,
respectively. The plans had deposits with the Company totaling approximately
$2.8 billion and $2.5 billion at December 31, 1998 and 1997, respectively.
 
  Expense for postretirement benefits other than pensions allocated to the
Company totaled $2 million for 1998 and 1997 and $9 million for 1996. The other
postretirement benefit liability included in accounts payable, accrued expenses
and other liabilities as of December 31, 1998 and 1997 was $387 million and $412
million, including no net intercompany payables for 1998 and $39 million for
1997 for services provided by affiliates' employees.
 
  B) CAPITAL ACCUMULATION PLANS:  CIGNA sponsors various capital accumulation
plans in which employee contributions on a pre-tax basis (401(k)) are
supplemented by CIGNA matching contributions. These contributions are invested,
at the election of the employee, in one or more of the following investments:
CIGNA common stock fund, several CIGNA and non-CIGNA mutual funds, and a
fixed-income fund. In addition, beginning in 1999, CIGNA may provide additional
matching contributions, depending on its annual performance, which would be
invested in the CIGNA common stock fund. The Company's allocated expense for
such plans totaled $22 million for 1998, $15 million for 1997 and $16 million
for 1996.
 
NOTE 9 -- REINSURANCE
 
  In the normal course of business, the Company enters into agreements,
primarily relating to short-duration contracts, to assume and cede reinsurance
with other insurance companies. Reinsurance is ceded primarily to limit losses
from large exposures and to permit recovery of a portion of direct losses,
although ceded reinsurance does not relieve the originating insurer of primary
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of its reinsurers. In connection with
the sale of the Company's individual life insurance and annuity business (as
discussed in Note 3), the reinsurance recoverable from Lincoln National
Corporation at December 31, 1998 was $6.0 billion.
 
  Failure of reinsurers to indemnify the Company, as a result of reinsurer
insolvencies and disputes, could result in losses. As of December 31, 1998 and
1997 there were no allowances for uncollectible amounts. Future charges for
unrecoverable reinsurance may materially affect results of operations in future
periods; however, such amounts are not expected to have a material adverse
effect on the Company's liquidity or financial condition.
 
                                                                              49
<PAGE>
  The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   3,763  $   3,119  $   2,940
  Assumed...........................................................        286        255        135
  Ceded.............................................................       (237)      (266)      (166)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   3,812  $   3,108  $   2,909
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
 
LONG-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   1,998  $   1,979  $   1,997
  Assumed...........................................................        564        522        601
  Ceded.............................................................       (691)      (233)      (193)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   1,871  $   2,268  $   2,405
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown in the above
table. Benefits, losses and settlement expenses for 1998, 1997 and 1996 were net
of reinsurance recoveries of $699 million, $340 million and $359 million,
respectively.
 
  For the year ended December 31, 1998, ceded premiums and reinsurance
recoveries associated with the individual life insurance and annuity business
sold were $741 million and $550 million, respectively.
 
NOTE 10 -- LEASES AND RENTALS
 
  Rental expenses for operating leases, principally with respect to buildings,
amounted to $42 million, $76 million and $68 million in 1998, 1997 and 1996,
respectively.
 
  As of December 31, 1998, future net minimum rental payments under
non-cancelable operating leases were $168 million, payable as follows: 1999 -
$41 million; 2000 - $29 million; 2001 - $22 million; 2002 - $19 million; and $57
million thereafter.
 
NOTE 11 -- SEGMENT INFORMATION
 
  Operating segments are based on the Company's internal reporting structure and
generally reflect differences in products. The Company presents segment
information as follows:
 
  - EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS, which combines the
    Company's Health Care and Group Insurance divisions, offers traditional
    indemnity and cost containment products and services as well as alternative
    funding arrangements, such as administrative services only and minimum
    premium plans.
 
  - EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES provides investment
    products and professional services primarily to sponsors of qualified
    pension, profit-sharing and retirement savings plans. This segment also
    provides certain corporate and variable life insurance products.
 
  Other Operations consist of gain recognition related to the sale of the
individual life insurance and annuity business (and, for prior years, results of
the sold business, see Note 3), corporate life insurance on which policy loans
are outstanding (also called leveraged corporate life insurance), reinsurance
operations, settlement annuity business and certain new business initiatives.
 
  The Company uses operating income (net income excluding after-tax realized
investment results) to measure the financial results of its segments. Operating
income is determined on a basis consistent with the accounting policies for the
consolidated financial statements, except that interest expense on corporate
debt is not allocated to segments. The Company allocates substantially all other
corporate general, administrative and systems expenses to segments on systematic
bases. Income taxes are generally computed as if each segment were filing
separate income tax returns.
 
50
<PAGE>
  The Company's operations are not materially dependent on one or a few
customers, brokers or agents. Summarized segment financial information for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                        1998       1997       1996
- --------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>
EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS
Premiums and fees and other revenues.............................  $   5,012  $   4,307  $   4,256
Net investment income............................................        290        286        291
- --------------------------------------------------------------------------------------------------
Segment revenues.................................................      5,302      4,593      4,547
Income tax expense...............................................        114        108        126
Operating income.................................................        195        190        189
Assets under management:
  Invested assets................................................      3,519      3,761      3,281
  Separate account...............................................      1,702      1,440      1,176
- --------------------------------------------------------------------------------------------------
Total............................................................  $   5,221  $   5,201  $   4,457
- --------------------------------------------------------------------------------------------------
EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES
Premiums and fees and other revenues.............................  $     239  $     205  $     257
Net investment income............................................      1,605      1,653      1,686
- --------------------------------------------------------------------------------------------------
Segment revenues.................................................      1,844      1,858      1,943
Income tax expense...............................................        113         99         86
Operating income.................................................        245        229        185
Assets under management:
  Invested assets................................................     20,511     20,759     20,303
  Separate account...............................................     30,717     26,678     20,604
- --------------------------------------------------------------------------------------------------
Total............................................................  $  51,228  $  47,437  $  40,907
- --------------------------------------------------------------------------------------------------
OTHER OPERATIONS
Premiums and fees and other revenues.............................  $     859  $     874  $     810
Net investment income............................................        742      1,200      1,222
- --------------------------------------------------------------------------------------------------
Segment revenues.................................................      1,601      2,074      2,032
Income tax expense...............................................        165         83         84
Operating income.................................................        306        159        163
Assets under management:
  Invested assets................................................     10,006     16,181     16,193
  Separate account...............................................      2,229      1,099        775
- --------------------------------------------------------------------------------------------------
Total............................................................  $  12,235  $  17,280  $  16,968
- --------------------------------------------------------------------------------------------------
REALIZED INVESTMENT GAINS
Realized investment gains........................................  $      93  $      45  $      37
Income tax expense...............................................         33          8         17
- --------------------------------------------------------------------------------------------------
Realized investment gains (losses), net of taxes.................  $      60  $      37  $      20
- --------------------------------------------------------------------------------------------------
TOTAL
Premiums and fees and other revenues.............................  $   6,110  $   5,386  $   5,323
Net investment income............................................      2,637      3,139      3,199
Realized investment gains........................................         93         45         37
- --------------------------------------------------------------------------------------------------
Total revenues...................................................      8,840      8,570      8,559
Income tax expense...............................................        425        298        313
Operating income.................................................        746        578        537
Realized investment gains (losses), net of taxes.................         60         37         20
Net income.......................................................        806        615        557
Assets under management:
  Invested assets................................................     34,036     40,701     39,777
  Separate account...............................................     34,648     29,217     22,555
- --------------------------------------------------------------------------------------------------
Total............................................................  $  68,684  $  69,918  $  62,332
- --------------------------------------------------------------------------------------------------
                                                                   -------------------------------
</TABLE>
 
                                                                              51
<PAGE>
  Premiums and fees and other revenues by product type for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Medical and Dental Indemnity........................................  $   3,566  $   2,883  $   2,726
Group Life..........................................................      1,363      1,355      1,467
Other...............................................................      1,181      1,148      1,130
- -----------------------------------------------------------------------------------------------------
Total premiums and fees and other revenues..........................  $   6,110  $   5,386  $   5,323
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  For the year ended December 31, 1998, 1997 and 1996, the change in net
translation of foreign currencies reflects increases of $2 million for 1998 and
1997, and $3 million for 1996.
 
  Premiums and fees and other revenues by geographic region for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Domestic............................................................  $   6,068  $   5,356  $   5,291
Foreign.............................................................         42         30         32
- -----------------------------------------------------------------------------------------------------
Total premiums and fees and other revenues..........................  $   6,110  $   5,386  $   5,323
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  The Company's aggregate foreign exchange transaction losses and foreign
long-lived assets for the year ended and as of December 31, 1998, 1997 and 1996
were not material.
 
NOTE 12 -- RELATED PARTY TRANSACTIONS
 
  The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.7 billion at
December 31, 1998 and 1997.
 
  The Company cedes long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1998 and 1997 were $834 million and $869
million, respectively.
 
  Effective January 1, 1998, the Company assumed insurance reserves totaling $85
million, along with a corresponding amount of invested and other assets, under a
coinsurance arrangement assigned from Healthsource Insurance Company, an
affiliate. In addition, the Company was assigned the responsibility for
administering self-funded employee benefit plan products from Healthsource
Provident Administrators, Inc. (HPA), another affiliate. As part of this
assignment, net assets of approximately $304 million were transferred to the
Company from HPA.
 
  The Company had lines of credit available from affiliates totaling $600
million at December 31, 1998 and 1997. All borrowings are payable upon demand
with interest rates equivalent to CIGNA's average monthly short-term borrowing
rate plus 1/4 of 1%. Interest expense was $1.5 million, $0.2 million and $1.0
million for 1998, 1997 and 1996, respectively. As of December 31, 1998 and 1997,
there were no borrowings outstanding under such lines.
 
  The Company extended lines of credit to affiliates totaling $600 million at
December 31, 1998 and 1997. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. There
were no amounts outstanding as of December 31, 1998 or 1997.
 
  The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. Withdrawals from the Account, up to the total amount of the
participant's investment in the Account, are allowed on a demand basis. As of
December 31, 1998 and 1997, the Company had a balance in the Account of $1.1
billion and $484 million, respectively.
 
  CIGNA allocates to the Company its share of operating expenses incurred at the
corporate level. The Company also allocates a portion of its operating expenses
to affiliated companies on whose behalf it performs certain administrative
services.
 
52
<PAGE>
NOTE 13 -- CONTINGENCIES
 
  A) FINANCIAL GUARANTEES:  The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the event of nonperformance. To limit the Company's exposure in the
event of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties and to monitor this status
on a periodic basis.
 
  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 17 years. The guarantees provide for payment of debt service
only as it becomes due; consequently, an event of default would not cause an
acceleration of scheduled principal and interest payments. The principal amount
of the bonds guaranteed by the Company at December 31, 1998 and 1997 was $85
million and $202 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in net investment income as earned. During
1998, 1997 and 1996, this income was not material. Loss reserves for financial
guarantees are established when a default has occurred or when the Company
believes that a loss has been incurred. There were no losses for industrial
revenue bonds in 1998, 1997 or 1996.
 
  The Company has entered into specialty life reinsurance contracts that
guarantee payments for specified unfavorable changes in variable annuity account
values based on underlying mutual fund investments if account holders expire or
elect to receive periodic income payments. For those accounts with mortality
risk, reserves are established in amounts adequate to meet the estimated future
obligations using various assumptions as to equity market conditions, premiums,
mortality and lapse rates, including provision for adverse deviation. As of
December 31, 1998 and 1997, the amount of recorded liabilities was $52 million
and $29 million, respectively. Although these guarantees may adversely affect
the Company's results of operations in future periods, they are not expected to
have a material adverse effect on the Company's liquidity or financial
condition.
 
  The Company also guarantees a minimum level of benefits for certain separate
account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1998 and 1997, the amount of minimum benefit
guarantees for separate account contracts was $5.1 billion and $4.6 billion,
respectively. Reserves in addition to the separate account liabilities are
established when the Company believes a payment will be required under one of
these guarantees. No such reserves were required as of December 31, 1998 and
1997. Guarantee fees are part of the overall management fee charged to separate
accounts and are recognized in income as earned.
 
  Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.
 
  B) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to restrict
insurance pricing and the application of underwriting standards and revise
federal tax laws. Some of the more significant issues are discussed below.
 
  In early 1999, the Administration proposed a federal budget that would
eliminate the deferral of taxation of certain statutory income of life insurance
companies. As discussed in Note 7, the Company has not provided taxes on $450
million of such income. If the budget provision is enacted, the Company will
record additional income tax expense of $158 million to reflect this liability.
The proposed federal budget also would limit the deduction of interest expense
on the general indebtedness of corporations owning non-leveraged corporate life
insurance policies covering the lives of officers, employees or directors. If
this latter provision is enacted as proposed, the Company does not anticipate
that it will have a material effect on its consolidated results of operations,
liquidity, or financial condition, although it could have a material adverse
effect on the results of operations of the Employee Retirement Benefits and
Investment Services segment.
 
  In 1996, Congress passed legislation that phases out over a three-year period
the tax deductibility of policy loan interest for most leveraged corporate life
insurance products. For 1998 and 1997, revenues of $556 million and
 
                                                                              53
<PAGE>
$591 million, respectively, and net income of $42 million and $44 million,
respectively, were from leveraged corporate life insurance products that are
affected by this legislation. The Company does not expect this legislation to
have a material adverse effect on its consolidated results of operations,
liquidity or financial condition.
 
  In 1998, the NAIC adopted standardized statutory accounting principles. Since
these principles have not been adopted by most of the insurance departments of
various jurisdictions in which the Company's insurance subsidiaries are
domiciled, the timing and effects of implementation have not yet been
determined.
 
  The Company is contingently liable for possible assessments under regulatory
requirements pertaining to potential insolvencies of unaffiliated insurance
companies and other insurance-related assessments. Mandatory assessments, which
are subject to statutory limits, can be partially recovered through a reduction
in future premium taxes in some states. The Company recorded no pre-tax charges
for 1998, and $17 million and $26 million for 1997 and 1996, respectively, for
estimated guaranty fund and other insurance-related assessments before giving
effect to future premium tax recoveries. Although future assessments and
payments may adversely affect results of operations in future periods, such
amounts are not expected to have a material adverse effect on the Company's
liquidity or financial condition.
 
  The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
 
  C) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business. While the outcome of all litigation involving the Company,
including insurance-related litigation, cannot be determined, litigation is not
expected to result in losses that differ from recorded reserves by amounts that
would be material to results of operations, liquidity or financial condition.
 
54
<PAGE>
 
   
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICEWATERHOUSECOOPERS LLP         [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
    
 
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Corporate Insurance Variable Life Separate Account 02
 
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American Fund - Alger American Growth Portfolio, Alger American MidCap Growth
Portfolio, Alger American Small Capitalization Portfolio; CIGNA Variable
Products Group - CIGNA Variable Products Money Market Fund, CIGNA Variable
Products S&P 500 Index Fund; Fidelity Variable Insurance Products Fund -
Equity-Income Portfolio, High Income Portfolio; Fidelity Variable Insurance
Products Fund II - Investment Grade Bond Portfolio; Janus Aspen Series - Janus
Aspen Series Short-Term Bond Portfolio, Janus Aspen Series Worldwide Growth
Portfolio; MFS Variable Insurance Trust - MFS Emerging Growth Series, MFS Total
Return Series; OCC Accumulation Trust - OCC Equity Portfolio, OCC Managed
Portfolio, OCC Small Cap Portfolio; Templeton Variable Products Series Fund -
Templeton International Fund - Class I (constituting the CG Corporate Insurance
Variable Life Separate Account 02, hereafter referred to as "the Account") at
December 31, 1998, the results of each of their operations and the changes in
each of their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Account's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1998 by
correspondence with the custodians, provide a reasonable basis for the opinion
expressed above.
 
/s/ PRICEWATERHOUSECOOPERS LLP
Hartford, Connecticut
February 19, 1999
 
                                                                              55
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                         FIDELITY
                                                                                                                         VARIABLE
                                                                                                       FIDELITY         INSURANCE
                                                                            CIGNA VARIABLE        VARIABLE INSURANCE     PRODUCTS
                                                                            PRODUCTS GROUP             PRODUCTS          FUND II
                                   ALGER AMERICAN FUND SUB-ACCOUNTS          SUB-ACCOUNTS         FUND SUB-ACCOUNTS     SUB-ACCOUNT
                                --------------------------------------  ----------------------  ----------------------  ----------
                                                 MIDCAP       SMALL       MONEY      S&P 500     EQUITY-       HIGH     INVESTMENT
                                   GROWTH        GROWTH     CAPITALIZATION   MARKET   INDEX       INCOME      INCOME    GRADE BOND
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                             <C>           <C>           <C>         <C>         <C>         <C>         <C>         <C>
ASSETS:
Investment in variable
  insurance funds at fair
  value.......................  $    512,805  $    279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890  $1,079,507  $5,897,291
Receivable from Connecticut
  General Life Insurance
  Company.....................       --                598         90       --          --          --             363     --
Receivable for fund shares
  sold........................        12,197       --          --           10,755       3,935       9,846                    170
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
    Total assets..............       525,002       279,612    598,402      223,902  27,266,162   1,111,736   1,079,870  5,897,461
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
 
LIABILITIES:
Payable to Connecticut General
  Life
  Insurance Company...........        12,197       --          --           10,755       3,935       9,846      --            170
Payable for fund shares
  purchased...................       --                598         90       --          --          --             363     --
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
    Total liabilities.........        12,197           598         90       10,755       3,935       9,846         363        170
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
    Net assets................  $    512,805  $    279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890  $1,079,507  $5,897,291
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
Accumulation units outstanding
  -- Contracts sold before May
  1, 1998.....................        29,858        19,198     23,818       19,624   1,708,791      83,871      98,758    466,141
Net asset value per
  accumulation unit...........  $  17.174509  $  14.533269  $14.358496  $10.861410  $15.363576  $13.137868  $10.930880  $11.693725
Accumulation units outstanding
  -- Contracts sold after
  April 30, 1998..............       --            --          24,144       --          90,399      --          --         42,614
Net asset value per
  accumulation unit...........       --            --       $10.616506      --      $11.162600      --          --      $10.474584
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
Accumulation net assets.......  $    512,805  $    279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890  $1,079,507  $5,897,291
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
56
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                      TEMPLETON
                                                                                                                       VARIABLE
                                                                                                                       PRODUCTS
                                                                                                                        SERIES
                                                                                                                         FUND
                                  JANUS ASPEN SERIES     MFS VARIABLE INSURANCE                                       SUB-ACCOUNT
                                     SUB-ACCOUNTS          TRUST SUB-ACCOUNTS           OCC ACCUMULATION TRUST        ----------
                                ----------------------  ------------------------             SUB-ACCOUNTS             INTERNATIONAL
                                SHORT-TERM  WORLDWIDE    EMERGING       TOTAL     ----------------------------------  -
                                   BOND       GROWTH      GROWTH        RETURN      EQUITY     MANAGED    SMALL CAP    CLASS 1
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
<S>                             <C>         <C>         <C>           <C>         <C>         <C>         <C>         <C>
ASSETS:
Investment in variable
  insurance funds at fair
  value.......................  $   --      $2,826,277  $ 1,026,589   $   63,790  $  147,875  $  739,373  $1,257,978  $1,296,043
Receivable from Connecticut
  General Life Insurance
  Company.....................      --          --              893        2,238         208      --             120     --
Receivable for fund shares
  sold........................      --           5,911      --            --          --          10,593      --          1,623
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
    Total assets..............      --       2,832,188    1,027,482       66,028     148,083     749,966   1,258,098  1,297,666
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
 
LIABILITIES:
Payable to Connecticut General
  Life
  Insurance Company...........      --           5,911      --            --          --          10,593      --          1,623
Payable for fund shares
  purchased...................      --          --              893        2,238         208      --             120     --
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
    Total liabilities.........      --           5,911          893        2,238         208      10,593         120      1,623
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
    Net assets................  $   --      $2,826,277  $ 1,026,589   $   63,790  $  147,875  $  739,373  $1,257,978  $1,296,043
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
Accumulation units outstanding
  -- Contracts sold before May
  1, 1998.....................      --         194,396       66,199        4,987      11,240      59,386     116,250     99,869
Net asset value per
  accumulation unit...........      --      $14.538727  $ 15.507615   $12.791189  $13.156140  $12.450284  $10.821353  $11.832899
Accumulation units outstanding
  -- Contracts sold after
  April 30, 1998..............      --          --          --            --          --          --          --         11,884
Net asset value per
  accumulation unit...........      --          --          --            --          --          --          --      $9.617966
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
Accumulation net assets.......  $   --      $2,826,277  $ 1,026,589   $   63,790  $  147,875  $  739,373  $1,257,978  $1,296,043
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              57
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                 FIDELITY VARIABLE
                                                                      CIGNA VARIABLE       FIDELITY VARIABLE         INSURANCE
                                                                         PRODUCTS          INSURANCE PRODUCTS    PRODUCTS FUND II
                              ALGER AMERICAN FUND SUB-ACCOUNTS      GROUP SUB-ACCOUNTS     FUND SUB-ACCOUNTS        SUB-ACCOUNT
                           --------------------------------------   -------------------   --------------------   -----------------
                                        MIDCAP         SMALL         MONEY     S&P 500    EQUITY-      HIGH         INVESTMENT
                            GROWTH      GROWTH     CAPITALIZATION    MARKET     INDEX      INCOME     INCOME        GRADE BOND
                           ---------   ---------   --------------   --------   --------   --------   ---------   -----------------
<S>                        <C>         <C>         <C>              <C>        <C>        <C>        <C>         <C>
INVESTMENT INCOME:
Dividends................  $     482   $  --       $           1    $ 39,467   $520,757   $  4,536   $  23,780   $        235,834
 
EXPENSES:
Mortality and expense
  risk and administrative
  charges................      2,328       1,536           3,036       7,446    190,138      7,081       5,020             52,445
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
Net investment gain
  (loss).................     (1,846)     (1,536)         (3,035)     32,021    330,619     (2,545)     18,760            183,389
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
 
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
Capital gain
  distributions from
  portfolio sponsors.....     29,450      11,691          34,120       --       223,478     16,142      15,111             27,981
Net realized gain (loss)
  on share
  transactions...........      2,954       1,992            (972)      --       107,742       (105)         51             13,754
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
  Net realized gain......     32,404      13,683          33,148       --       331,220     16,037      15,162             41,735
Change in net unrealized
  gain (loss)............     91,238      40,548           5,340       --      4,308,965    36,839     (50,282)           201,263
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
  Net realized and
   unrealized gain (loss)
   on investments........    123,642      54,231          38,488       --      4,640,185    52,876     (35,120)           242,998
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
INCREASE (DECREASE) IN
  NET ASSETS RESULTING
  FROM OPERATIONS........  $ 121,796   $  52,695   $      35,453    $ 32,021   $4,970,804 $ 50,331   $ (16,360)  $        426,387
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
58
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                 TEMPLETON
                                                       MFS VARIABLE                                              VARIABLE
                             JANUS ASPEN SERIES          INSURANCE                                            PRODUCTS SERIES
                                SUB-ACCOUNTS        TRUST SUB-ACCOUNTS            OCC ACCUMULATION           FUND SUB-ACCOUNT
                           ----------------------   -------------------          TRUST SUB-ACCOUNTS          -----------------
                           SHORT-TERM   WORLDWIDE   EMERGING    TOTAL     --------------------------------    INTERNATIONAL -
                             BOND*       GROWTH      GROWTH     RETURN     EQUITY    MANAGED    SMALL CAP         CLASS 1
                           ----------   ---------   --------   --------   --------   --------   ----------   -----------------
<S>                        <C>          <C>         <C>        <C>        <C>        <C>        <C>          <C>
INVESTMENT INCOME:
Dividends................  $      18    $  67,675   $  --      $     77   $    726   $ 3,601    $    4,734   $         15,674
 
EXPENSES:
Mortality and expense
  risk and administrative
  charges................         13       23,832      6,074        249        996     5,426        13,225              9,709
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
Net investment gain
  (loss).................          5       43,843     (6,074)      (172)      (270)   (1,825)       (8,491)             5,965
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
Capital gain
  distributions from
  portfolio sponsors.....          2       27,273      4,451         91      3,143    14,415        51,695             28,023
Net realized gain (loss)
  on share
  transactions...........         43      (19,943)    (2,772)        34        522     1,337       (29,631)               940
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
  Net realized gain......         45        7,330      1,679        125      3,665    15,752        22,064             28,963
Change in net unrealized
  gain (loss)............     --          479,024    216,913      3,234      6,897    22,152      (177,446)           (28,223)
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
  Net realized and
   unrealized gain (loss)
   on investments........         45      486,354    218,592      3,359     10,562    37,904      (155,382)               740
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
INCREASE (DECREASE) IN
  NET ASSETS RESULTING
  FROM OPERATIONS........  $      50    $ 530,197   $212,518   $  3,187   $ 10,292   $36,079    $ (163,873)  $          6,705
                                  --
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
                                        ---------   --------   --------   --------   --------   ----------           --------
</TABLE>
 
* For the period ended December 31, 1998.
 
  Deposits first received January 29, 1998.
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              59
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                                             FIDELITY
                                                                                             VARIABLE
                                                                                             INSURANCE
                                                                         CIGNA VARIABLE      PRODUCTS
                                                                         PRODUCTS GROUP        FUND
                                 ALGER AMERICAN FUND SUB-ACCOUNTS         SUB-ACCOUNTS       SUB-ACCOUNTS
                                -----------------------------------  ----------------------  ---------
                                               MIDCAP      SMALL       MONEY      S&P 500     EQUITY-
                                  GROWTH       GROWTH    CAPITALIZATION   MARKET   INDEX      INCOME
                                -----------  ----------  ----------  ----------  ----------  ---------
<S>                             <C>          <C>         <C>         <C>         <C>         <C>
OPERATIONS:
Net investment gain (loss)....  $    (1,846) $   (1,536) $  (3,035 ) $   32,021  $  330,619  $  (2,545)
Net realized gain.............       32,404      13,683     33,148       --         331,220     16,037
Net unrealized gain (loss)....       91,238      40,548      5,340       --       4,308,965     36,839
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase (decrease) from
   operations.................      121,796      52,695     35,453       32,021   4,970,804     50,331
                                -----------  ----------  ----------  ----------  ----------  ---------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............      234,347     107,151    115,723    8,339,674   6,448,072    436,963
Participant transfers.........      178,850     100,550    387,084   (7,699,759)  3,889,673    543,337
Participant withdrawals.......      (72,383)    (19,855)   (30,038 )   (530,422) (1,497,945)  (111,582)
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase (decrease) from
   participant transactions...      340,814     187,846    472,769      109,493   8,839,800    868,718
                                -----------  ----------  ----------  ----------  ----------  ---------
    Total increase (decrease)
     in net assets............      462,610     240,541    508,222      141,514  13,810,604    919,049
 
NET ASSETS:
Beginning of year.............       50,195      38,473     90,090       71,633  13,451,623    182,841
                                -----------  ----------  ----------  ----------  ----------  ---------
End of year...................  $   512,805  $  279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890
                                -----------  ----------  ----------  ----------  ----------  ---------
                                -----------  ----------  ----------  ----------  ----------  ---------
 
<CAPTION>
                                              FIDELITY
                                              VARIABLE
                                             INSURANCE
                                              PRODUCTS
                                              FUND II
                                             SUB-ACCOUNT
                                             ----------
                                   HIGH      INVESTMENT
                                  INCOME     GRADE BOND
                                -----------  ----------
<S>                             <C>          <C>
OPERATIONS:
Net investment gain (loss)....  $    18,760  $ 183,389
Net realized gain.............       15,162     41,735
Net unrealized gain (loss)....      (50,282)   201,263
                                -----------  ----------
  Net increase (decrease) from
   operations.................      (16,360)   426,387
                                -----------  ----------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............      220,573    424,660
Participant transfers.........      612,890    838,386
Participant withdrawals.......      (42,487)  (773,867 )
                                -----------  ----------
  Net increase (decrease) from
   participant transactions...      790,976    489,179
                                -----------  ----------
    Total increase (decrease)
     in net assets............      774,616    915,566
NET ASSETS:
Beginning of year.............      304,891  4,981,725
                                -----------  ----------
End of year...................  $ 1,079,507  $5,897,291
                                -----------  ----------
                                -----------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
60
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
 
   
<TABLE>
<CAPTION>
                                                                                                             TEMPLETON
                                                                                                             VARIABLE
                                                                                                             PRODUCTS
                                                       MFS VARIABLE                                         SERIES FUND
                                JANUS ASPEN SERIES       INSURANCE                                          SUB-ACCOUNT
                                   SUB-ACCOUNTS     TRUST SUB-ACCOUNTS     OCC ACCUMULATION TRUST SUB-     -------------
                                ------------------  -------------------              ACCOUNTS              INTERNATIONAL
                                SHORT-TERM WORLDWIDE EMERGING   TOTAL    --------------------------------        -
                                 BOND*     GROWTH    GROWTH    RETURN      EQUITY     MANAGED   SMALL CAP     CLASS 1
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
<S>                             <C>       <C>       <C>       <C>        <C>          <C>       <C>        <C>
OPERATIONS:
Net investment gain (loss)....  $     5   $ 43,843  $ (6,074) $    (172) $      (270) $ (1,825) $  (8,491) $     5,965
Net realized gain.............       45      7,330     1,679        125        3,665    15,752     22,064       28,963
Net unrealized gain (loss)....    --       479,024   216,913      3,234        6,897    22,152   (177,446)     (28,223  )
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase (decrease) from
   operations.................       50    530,197   212,518      3,187       10,292    36,079   (163,873)       6,705
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............    5,631    687,079   316,114      6,219      105,497   449,913    128,149      424,779
Participant transfers.........   (5,488 )  254,640   274,990     55,960       14,836   (10,371)    89,173      342,949
Participant withdrawals.......     (193 ) (306,422)  (86,142)    (5,231)     (30,729)  (70,856)  (158,738)     (55,891  )
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase (decrease) from
   participant transactions...      (50 )  635,297   504,962     56,948       89,604   368,686     58,584      711,837
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
    Total increase (decrease)
     in net assets............    --      1,165,494  717,480     60,135       99,896   404,765   (105,289)     718,542
 
NET ASSETS:
Beginning of year.............    --      1,660,783  309,109      3,655       47,979   334,608  1,363,267      577,501
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
End of year...................  $ --      $2,826,277 $1,026,589 $  63,790 $   147,875 $739,373  $1,257,978 $ 1,296,043
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
</TABLE>
    
 
- --------------------------
 
* For the period ended December 31, 1998.
 
  Deposits first received January 29, 1998.
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              61
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                             FIDELITY
                                                                         CIGNA VARIABLE         VIP
                                     ALGER AMERICAN PORTFOLIO            PRODUCTS GROUP      PORTFOLIO
                                           SUB-ACCOUNTS                   SUB-ACCOUNTS       SUB-ACCOUNTS
                                -----------------------------------  ----------------------  ---------
                                               MIDCAP      SMALL       MONEY                  EQUITY-
                                  GROWTH       GROWTH    CAPITALIZATION  MARKET*  S&P 500     INCOME
                                -----------  ----------  ----------  ----------  ----------  ---------
<S>                             <C>          <C>         <C>         <C>         <C>         <C>
Date deposits first
  received....................      2/24/97     2/24/97    3/31/97     12/24/96     2/24/97    2/24/97
 
OPERATIONS:
Net investment gain (loss)....  $       (89) $     (242) $    (512 ) $   68,033  $  196,883  $    (944)
Net realized gain.............          102         628      2,183       --         293,784        309
Net unrealized gain...........        1,223       5,140     10,441       --       1,320,848     26,400
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase from
   operations.................        1,236       5,526     12,112       68,033   1,811,515     25,765
                                -----------  ----------  ----------  ----------  ----------  ---------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............       41,099       1,222     --       20,606,819     916,689     61,215
Participant transfers.........        9,624      33,892     82,004   (20,953,420) 10,900,475   105,195
Participant withdrawals.......       (1,764)     (2,167)    (4,026 )   (260,990)   (177,056)    (9,334)
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase (decrease) from
   participant transactions...       48,959      32,947     77,978     (607,591) 11,640,108    157,076
                                -----------  ----------  ----------  ----------  ----------  ---------
    Total increase (decrease)
     in net assets............       50,195      38,473     90,090     (539,558) 13,451,623    182,841
 
NET ASSETS:
Beginning of period...........      --           --         --          611,191      --         --
                                -----------  ----------  ----------  ----------  ----------  ---------
End of period.................  $    50,195  $   38,473  $  90,090   $   71,633  $13,451,623 $ 182,841
                                -----------  ----------  ----------  ----------  ----------  ---------
                                -----------  ----------  ----------  ----------  ----------  ---------
 
<CAPTION>
                                              FIDELITY
                                               VIP II
                                             PORTFOLIO
                                             SUB-ACCOUNTS
                                             ----------
                                   HIGH      INVESTMENT
                                  INCOME     GRADE BOND
                                -----------  ----------
<S>                             <C>          <C>
Date deposits first
  received....................      1/29/97    1/29/97
OPERATIONS:
Net investment gain (loss)....  $     7,138  $  (8,846 )
Net realized gain.............        1,385        110
Net unrealized gain...........       27,140    192,098
                                -----------  ----------
  Net increase from
   operations.................       35,663    183,362
                                -----------  ----------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............       65,300    186,655
Participant transfers.........      217,909  4,637,295
Participant withdrawals.......      (13,981)   (25,587 )
                                -----------  ----------
  Net increase (decrease) from
   participant transactions...      269,228  4,798,363
                                -----------  ----------
    Total increase (decrease)
     in net assets............      304,891  4,981,725
NET ASSETS:
Beginning of period...........      --          --
                                -----------  ----------
End of period.................  $   304,891  $4,981,725
                                -----------  ----------
                                -----------  ----------
</TABLE>
 
- --------------------------
 
* For the Year Ended December 31, 1997 (Deposits first received December 24,
    1996)
 
  The Notes to Financial Statements are an integral part of these statements.
 
62
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE PERIODS INDICATED TO DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                 JANUS
                                 ASPEN
                                 SERIES       MFS SERIES
                                SUB-ACCOUNT    SUB-ACCOUNTS            OCC ACCUMULATION            TEMPLETON
                                --------  -------------------         TRUST SUB-ACCOUNTS         SUB-ACCOUNTS
                                WORLDWIDE EMERGING    TOTAL    --------------------------------  -------------
                                 GROWTH    GROWTH    RETURN      EQUITY     MANAGED   SMALL CAP  INTERNATIONAL
                                --------  --------  ---------  -----------  --------  ---------  -------------
<S>                             <C>       <C>       <C>        <C>          <C>       <C>        <C>
Date deposits first
  received....................   2/24/97   1/29/97    2/24/97      2/24/97   1/29/97    2/24/97       2/24/97
 
OPERATIONS:
Net investment (loss).........  $ (1,199) $ (1,959) $     (14) $       (74) $    (62) $  (4,467) $     (2,220 )
Net realized gain (loss)......       715       230          8          219     6,115        365           (13 )
Net unrealized gain (loss)....    43,891    36,451        308        2,992    27,581     19,222        (7,247 )
                                --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase (decrease) from
   operations.................    43,407    34,722        302        3,137    33,634     15,120        (9,480 )
                                --------  --------  ---------  -----------  --------  ---------  -------------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............   177,366    83,322      2,184       25,651   131,629     53,337       273,855
Participant transfers.........  1,459,273  206,614      1,763       25,340   184,083  1,298,529       322,803
Participant withdrawals.......   (19,263)  (15,549)      (594)      (6,149)  (14,738)    (3,719)       (9,677 )
                                --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase from
   participant transactions...  1,617,376  274,387      3,353       44,842   300,974  1,348,147       586,981
                                --------  --------  ---------  -----------  --------  ---------  -------------
    Total increase in net
     assets...................  1,660,783  309,109      3,655       47,979   334,608  1,363,267       577,501
 
NET ASSETS:
Beginning of period...........     --        --        --          --          --        --           --
                                --------  --------  ---------  -----------  --------  ---------  -------------
End of period.................  $1,660,783 $309,109 $   3,655  $    47,979  $334,608  $1,363,267 $    577,501
                                --------  --------  ---------  -----------  --------  ---------  -------------
                                --------  --------  ---------  -----------  --------  ---------  -------------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              63
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
1. ORGANIZATION
    CG Corporate Insurance Variable Life Separate Account 02 (the Account) is
registered as a Unit Investment Trust under the Investment Company Act of 1940,
as amended. The operations of the Account are part of the operations of
Connecticut General Life Insurance Company (CG Life). The assets and liabilities
of the Account are identified and distinguished from other assets and
liabilities of CG Life. The assets of the Account are not available to meet the
general obligations of CG Life and are held for the exclusive benefit of the
participants.
 
    At December 31, 1998, the assets of the Account are divided into variable
sub-accounts, each of which is invested in shares of one of seventeen portfolios
(mutual funds) of nine diversified open-end management investment companies,
each portfolio having its own investment objective. Transfers are permitted
between these portfolios and to and from a fixed account option offered by CG
Life. The fixed account is not included in these financial statements. The
variable sub-accounts are:
 
<TABLE>
<S>           <C>
ALGER AMERICAN FUND:
              Alger American Growth Portfolio
              Alger American MidCap Growth Portfolio
              Alger American Small Capitalization Portfolio
BT INSURANCE FUNDS TRUST:
              EAFE-Registered Trademark- Equity Index Fund*
              Small Cap Index Fund*
CIGNA VARIABLE PRODUCTS GROUP:
              CIGNA Variable Products Money Market Fund
              CIGNA Variable Products S&P 500 Index Fund
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
              Equity-Income Portfolio ("Fidelity Equity-Income Portfolio")
              High Income Portfolio ("Fidelity High Income Portfolio")
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
              Investment Grade Bond Portfolio ("Fidelity Investment Grade Bond Portfolio")
JANUS ASPEN SERIES:
              Janus Aspen Series Short-Term Bond Portfolio**
              Janus Aspen Series Worldwide Growth Portfolio
MFS VARIABLE INSURANCE TRUST:
              MFS Emerging Growth Series
              MFS Total Return Series
OCC ACCUMULATION TRUST:
              OCC Equity Portfolio
              OCC Managed Portfolio
              OCC Small Cap Portfolio
TEMPLETON VARIABLE PRODUCTS SERIES FUND:
              Templeton International Fund - Class 1
</TABLE>
 
 * Not active. No deposits received as of December 31, 1998.
** This fund was no longer offered as of September 15, 1998.
 
2. SIGNIFICANT ACCOUNTING POLICIES
    These financial statements have been prepared in conformity with generally
accepted accounting principles and reflect management's estimates and
assumptions, such as those regarding fair value, that affect recorded amounts.
 
64
<PAGE>
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                                                                              65
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Actual results could differ from those estimates. Significant estimates are
discussed throughout the Notes to Financial Statements. The following is a
summary of significant accounting policies consistently applied in the
preparation of the Account's financial statements:
 
  A. INVESTMENT VALUATION:  Investments held by the sub-accounts are valued at
their respective closing net asset values per share as determined by the mutual
funds as of December 31, 1998. The change in the difference between cost and
value is reflected as unrealized gain (loss) in the Statements of Operations.
 
  B. INVESTMENT TRANSACTIONS:  Investment transactions are recorded on the trade
date (date the order to buy or sell is executed). Realized gains and losses on
sales of investments are determined by the last-in, first-out cost basis of the
investment sold. Dividend and capital gain distributions are recorded on the
ex-dividend date. Investment transactions are settled through CG Life.
 
  C. FEDERAL INCOME TAXES:  The operations of the Account form a part of, and
are taxed with, the total operations of CG Life, which is taxed as a life
insurance company. Under existing Federal income tax law, investment income
(dividends) and capital gains attributable to the Account are not taxed.
 
3. INVESTMENTS
    Total shares outstanding and cost of investments as of December 31, 1998
were:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                                    Cost of
Sub-Account                                                           Shares Held  Investments
- ---------------------------------------------------------------------------------------------
<S>                                                                   <C>          <C>
Alger American Growth Portfolio.....................................       9,636   $  420,344
Alger American MidCap Growth Portfolio..............................       9,665      233,326
Alger American Small Capitalization Portfolio.......................      13,607      582,531
CIGNA Variable Products Money Market Fund...........................     213,147      213,147
CIGNA Variable Products S&P 500 Index Fund..........................   1,381,765   21,632,414
Fidelity Equity-Income Portfolio....................................      43,347    1,038,651
Fidelity High Income Portfolio......................................      93,626    1,102,649
Fidelity Investment Grade Bond Portfolio............................     455,038    5,503,930
Janus Aspen Series Worldwide Growth Portfolio.......................      97,157    2,303,362
MFS Emerging Growth Series..........................................      47,815      773,225
MFS Total Return Series.............................................       3,520       60,248
OCC Equity Portfolio................................................       3,821      137,986
OCC Managed Portfolio...............................................      16,904      689,640
OCC Small Cap Portfolio.............................................      54,458    1,416,202
Templeton International Fund - Class 1..............................      62,614    1,331,513
- ---------------------------------------------------------------------------------------------
</TABLE>
 
66
<PAGE>
                 (This page has been left blank intentionally.)
 
                                                                              67
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
3. INVESTMENTS (CONTINUED)
 
    Total purchases and sales of shares of each mutual fund for the year ended
December 31, 1998 amounted to:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Sub-Account                                                           Purchases     Sales
- -------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>
Alger American Growth Portfolio.....................................  $  461,416  $  92,998
Alger American MidCap Growth Portfolio..............................     266,163     68,162
Alger American Small Capitalization Portfolio.......................     544,147     40,293
CIGNA Variable Products Money Market Fund...........................   9,192,317  9,050,804
CIGNA Variable Products S&P 500 Index Fund..........................  11,309,560  1,915,663
Fidelity Equity-Income Portfolio....................................   1,052,375    170,060
Fidelity High Income Portfolio......................................     882,854     58,007
Fidelity Investment Grade Bond Portfolio............................   1,425,205    724,656
Janus Aspen Series Short-Term Bond Portfolio*.......................       8,052      8,095
Janus Aspen Series Worldwide Growth Portfolio.......................   1,192,451    486,038
MFS Emerging Growth Series..........................................   1,084,519    581,180
MFS Total Return Series.............................................      67,504     10,637
OCC Equity Portfolio................................................     134,932     42,455
OCC Managed Portfolio...............................................     529,169    147,893
OCC Small Cap Portfolio.............................................     326,456    224,668
Templeton International Fund - Class 1..............................     904,336    158,511
- -------------------------------------------------------------------------------------------
</TABLE>
 
* For the period January 29, 1998, date deposits first received, to September
15, 1998, the date the sub-account was no longer offered.
 
4. CHARGES AND DEDUCTIONS
    For all contracts sold after April 30, 1998, CG Life charges each variable
sub-account for mortality and expense risks the daily equivalent of .70%, on an
annual basis, of the current value of each sub-account's assets during the first
fifteen policy years and .25% thereafter. All contracts sold before May 1, 1998
have an annual fee for mortality and expense risks of .85% per year during the
first ten policy years, .45% per year during the eleventh through fifteenth
policy years and .15% thereafter.
 
    For all contracts sold after April 30, 1998, CG Life charges each variable
sub-account for administrative costs, a daily deduction currently equivalent to
 .10% per year during the first fifteen policy years only. For all contracts sold
before May 1, 1998, CG Life charges administrative costs at the rate of .10% per
year for the first ten policy years only.
 
    Both the mortality and expense risk charge and the administrative fee
deductions are also assessed against amounts held in the fixed account, if any.
The fixed account is part of the general account of CG Life and is not included
in these financial statements.
 
68
<PAGE>
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                                                                              69
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
 
    The fees charged by CG Life for mortality and expense risks and
administrative fees from variable sub-accounts for the year ended December 31,
1998 amounted to:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                       Mortality
                                                                          and      Asset Based
                                                                        Expense   Administrative
Sub-Account                                                            Risk Fees      Fees
- -----------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>
Alger American Growth Portfolio......................................  $   2,083    $     245
Alger American MidCap Growth Portfolio...............................      1,374          162
Alger American Small Capitalization Portfolio........................      2,702          334
CIGNA Variable Products Money Market Fund............................      6,652          794
CIGNA Variable Products S&P 500 Index Fund...........................    170,096       20,042
Fidelity Equity-Income Portfolio.....................................      6,336          745
Fidelity High Income Portfolio.......................................      4,491          529
Fidelity Investment Grade Bond Portfolio.............................     46,895        5,550
Janus Aspen Series Short-Term Bond Portfolio*........................         12            1
Janus Aspen Series Worldwide Growth Portfolio........................     21,312        2,520
MFS Emerging Growth Series...........................................      5,435          639
MFS Total Return Series..............................................        223           26
OCC Equity Portfolio.................................................        891          105
OCC Managed Portfolio................................................      4,855          571
OCC Small Cap Portfolio..............................................     11,833        1,392
Templeton International Fund - Class 1...............................      8,679        1,030
- -----------------------------------------------------------------------------------------------
</TABLE>
 
* For the period January 29, 1998, date deposits first received, to September
15, 1998, the date the sub-account was no longer offered.
 
    CG Life charges a one-time policy issue fee of $175 from the accumulation
value for a portion of CG Life's administrative expenses for all contracts sold
after April 30, 1998 and $250 for all contracts sold before May 1, 1998. Policy
issue fees, which are deducted from the initial premium payment, amounted to
$221,450, all of which were deducted from the CIGNA Variable Products Money
Market Fund.
 
    For all contracts sold after April 30, 1998, CG Life deducts a premium load
of 6.5% of each premium payment to cover sales loads, state taxes and Federal
income tax liabilities. An additional 45% on premium payments up to target
premium specified in the policy will be deducted in the first policy year and an
additional 12% of premium payments up to target premium will be deducted in
policy years two through ten. In the event that the specified amount under the
policy is increased, other than a change in the death benefit option, an
additional 25% premium load on premium payments up to the increase in the target
premium will be deducted from premium payments received during the 12 months
following the increase, to the extent such premium payments are attributable to
the increase in specified amount rather than to the previously existing
specified amount.
 
    For all contracts sold before May 1, 1998, CG Life deducts a premium load of
6.5% of each premium payment to cover sales loads, state taxes and Federal
income tax liabilities. An additional 40% on premium payments, up to one
guideline annual premium, as defined in the Account's prospectus, will be
deducted in the first policy year. In the event that the specified amount under
the policy is increased, other than a change in the death benefit option, an
additional 25% premium load on premium payments up to the increase in the
guideline annual premium will be deducted from premium payments received during
the 12 months following the increase, to the extent such premium payments are
attributable to the increase in specified amount rather than to the previously
existing specified amount.
 
70
<PAGE>
                 (This page has been left blank intentionally.)
 
                                                                              71
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
 
    CG Life charges a monthly administrative fee of $8 per month. This charge is
for items such as premium billing and collection, policy value calculation,
confirmations and periodic reports.
 
    CG Life charges a monthly deduction for the cost of insurance and any
charges for supplemental riders. The cost of insurance charge depends on the
attained age, years since issue, risk class (in accordance with state law) of
the insured and the current net amount at risk. On a monthly basis, the
administrative fee and the cost of insurance charge are deducted proportionately
from the value of each variable sub-account and/or the fixed account funding
option. The fixed account is part of the general account of CG Life and is not
included in these financial statements.
 
    CG Life charges a $25 transaction fee for each transfer between funding
options in excess of four during the policy year. No transaction fee charges
were paid to CG Life for the year ended December 31, 1998.
 
    Fees charged by CG Life for premium loads are deducted from premium
payments. Administrative fees and the amount deducted for the cost of insurance
are included in participant withdrawals. Premium loads, net of refunds,
administrative fees and costs of insurance, by variable sub-account, for the
year ended December 31, 1998, amounted to:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                            Premium
                                                          Loads, net                   Costs of
                                                              of       Administrative  Insurance
Sub-Account                                                 Refunds        Fees        Deduction
- -------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>            <C>
Alger American Growth Portfolio.........................   $  67,042     $   2,505     $  36,575
Alger American MidCap Growth Portfolio..................      17,119         1,208        12,068
Alger American Small Capitalization Portfolio...........      22,663         2,897        25,097
CIGNA Variable Products Money Market Fund...............   2,965,205         5,817       251,740
CIGNA Variable Products S&P 500 Index Fund..............     571,707        33,462       473,457
Fidelity Equity-Income Portfolio........................      95,805         9,121        70,128
Fidelity High Income Portfolio..........................      28,917         1,751        32,199
Fidelity Investment Grade Bond Portfolio................      37,989         8,454        93,498
Janus Aspen Series Short-Term Bond Portfolio*...........         391            13           180
Janus Aspen Series Worldwide Growth Portfolio...........      89,836         6,116        87,644
MFS Emerging Growth Series..............................      41,098         5,273        52,047
MFS Total Return Series.................................       3,265           280         4,994
OCC Equity Portfolio....................................      10,581         1,620        22,975
OCC Managed Portfolio...................................      93,545         3,178        32,486
OCC Small Cap Portfolio.................................      14,067         1,015        15,872
Templeton International Fund - Class 1..................      66,157         6,068        43,649
- -------------------------------------------------------------------------------------------------
</TABLE>
 
* For the period January 29, 1998, date deposits first received, to September
15, 1998, the date the sub-account was no longer offered.
 
    For policies issued after April 30, 1998, if the policy is fully surrendered
during the first 12 months after issue, a credit will be paid equal to 100% of
all premium loads previously deducted in excess of 3.5% of all premiums paid. If
the policy is fully surrendered during months 13 through 24, the credit will
equal 50% of all premium loads previously deducted in excess of 3.5% of all
premiums paid. If the policy is fully surrendered during the months 25 through
36, the credit will equal 33% of all premium loads previously deducted in excess
of 3.5% of all premiums paid.
 
72
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
    For policies issued between May 1, 1997 and April 30, 1998, if the policy is
fully surrendered during the first 12 months after issue, a credit will be paid
equal to 100% of all premium loads previously deducted in excess of 3.5% of all
premiums paid. If the policy is fully surrendered during months 13 through 24,
the credit will equal 50% of all premium loads previously deducted in excess of
3.5% of all premiums paid.
 
    For policies issued before May 1, 1997, CG Life will refund 60% of all
premium loads previously deducted if a policy is fully surrendered during the
first 12 months after issue. If a policy is fully surrendered during the months
13 through 24 after issue, the refund will equal 30% of all premium loads
previously deducted.
 
    Premium load refunds for the year ended December 31, 1998 amounted to
$58,750.
 
    For partial surrenders, a transaction charge of $25 is imposed, allocated
pro-rata among the variable sub-accounts (and, where applicable, the fixed
account) from which the partial surrender proceeds are taken, unless the policy
owner and CG Life agree otherwise.
 
    Partial surrender transaction charges paid to CG Life attributable to the
variable sub-accounts for the year ended December 31, 1998 were not significant.
 
5. DISTRIBUTION OF NET INCOME
    The Account does not expect to declare dividends to participants from
accumulated net income. The accumulated net income is distributed to
participants as part of death benefits, surrenders, and transfers to other fixed
or variable sub-accounts.
 
6. DIVERSIFICATION REQUIREMENTS
    Under the provisions of Section 817(h) of the Internal Revenue Code of 1986
(the Code), a variable life insurance policy will not be treated as life
insurance under Section 7702 of the Code for any period for which the
investments of the segregated asset account, on which the policy is based, are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of Treasury. CG Life believes, based on assurances from the
mutual funds, that the mutual funds satisfy the requirements of the regulations
and that the Account therefore satisfies the requirements of the regulations,
and that the Account will continue to meet such requirements.
 
                                                                              73
<PAGE>
APPENDIX 1
 
ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
AND DEATH BENEFITS
 
The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance, assuming in separate
illustrations both our current charges and our guaranteed charges under the
Policies (guaranteed charges only for Policies with the joint and survivorship
benefit). 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
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 for administrative expenses. The administrative
expense charge is currently at an annual effective rate of 0.10% of the daily
net asset value of the Variable Account during the first ten policy years, and
is guaranteed not to exceed 0.30% per year. The current mortality and expense
risk charges are equivalent to an annual effective rate of:
    
 
   
       -   .85% of the daily net asset value of the Variable Account in years
           one through ten,
    
 
   
       -   .45% of the daily net assets of the Variable Account in years 11-15,
           and
    
 
   
       -   .15% of the daily net assets value of the Variable Account
           thereafter.
    
 
   
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. These
advisory fees and other expenses will vary depending on which funding vehicle is
chosen but are assumed for purposes of these illustrations to be equivalent to
an annual effective rate of 0.71% of the daily net asset value of the Variable
Account.
    
 
Assuming current charges for administration and mortality and expense risks,
gross annual rate of 0%, 6%, and 12% correspond to net experience at constant
annual rates of:
 
   
       -   -1.66%, 4.34% and 10.34% during the first ten policy years, and
    
 
   
       -   constant annual rates of -1.16%, 4.84% and 10.84% during policy years
           11-15, and
    
 
   
       -   -0.86%, 5.14% and 11.14% 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
 
   
       -   -1.91%, 4.09% and 10.09% in all policy years.
    
 
   
The illustrations also reflect the fact that we take 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 that are issued as
guaranteed issue. Medically underwritten Policies issued on a standard or
substandard basis would result in different accumulation values and death
benefits than those illustrated. The values shown for Policies with the joint
and survivorship benefit are on a medically underwritten, standard basis.
    
 
74
<PAGE>
The illustrations also reflect the fact that we deduct a premium charge from
each premium payment. Current and guaranteed values reflect a deduction of:
 
       -   6.5% of each premium payment, plus
 
   
       -   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 we:
 
   
       -   refund a portion of the sales charge for any Policy surrendered in
           the first two years;
    
 
       -   deduct an $8 monthly administrative charge at the beginning of each
           policy month, and
 
   
       -   deduct an initial $250 policy issue charge.
    
 
Upon request, we will furnish a comparable illustration based on the proposed
Insured's age, gender classification, smoking classification, risk
classification and premium payment requested.
 
                                                                              75
<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 -- CURRENT CHARGES
 
   
<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
                        -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%
         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    -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         4,935     500,000    500,000     500,000      1,689      1,811       1,933      3,811      3,933       4,055
   2        10,117     500,000    500,000     500,000      5,407      5,887       6,382      6,542      7,022       7,517
   3        15,558     500,000    500,000     500,000      8,934     10,007      11,156      8,934     10,007      11,156
   4        21,270     500,000    500,000     500,000     12,265     14,166      16,280     12,265     14,166      16,280
   5        27,269     500,000    500,000     500,000     15,426     18,390      21,818     15,426     18,390      21,818
   6        33,567     500,000    500,000     500,000     18,432     22,694      27,828     18,432     22,694      27,828
   7        40,181     500,000    500,000     500,000     21,287     27,086      34,362     21,287     27,086      34,362
   8        47,125     500,000    500,000     500,000     24,005     31,581      41,492     24,005     31,581      41,492
   9        54,416     500,000    500,000     500,000     26,590     36,188      49,283     26,590     36,188      49,283
  10        62,072     500,000    500,000     500,000     29,035     40,905      57,802     29,035     40,905      57,802
  15       106,490     500,000    500,000     500,000     38,986     66,650     115,762     38,986     66,650     115,762
  20       163,180     500,000    500,000     500,000     40,698     92,456     209,580     40,698     92,456     209,580
  25       235,533     500,000    500,000     500,000     27,096    111,860     365,535     27,096    111,860     365,535
  30       327,876     500,000    500,000     679,917          0    118,072     640,946          0    118,072     640,946
</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 charges 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 your 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 0.71% per year. See "Expense Data"
                                  at pages 6-7 of this prospectus.
    
 
76
<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 -- GUARANTEED CHARGES
 
   
<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
                        -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
                                 IN YEARS 1-10                       IN YEARS 1-10                       IN YEARS 1-10
                         NET        NET          NET         NET        NET          NET         NET        NET          NET
          PREMIUMS      -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
         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    -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
 YEAR     PER YEAR        IN YEARS 16 AND THEREAFTER          IN YEARS 16 AND THEREAFTER          IN YEARS 16 AND THEREAFTER
- ------   -----------   ---------------------------------   ---------------------------------   ---------------------------------
<S>      <C>           <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
   1         4,935     500,000    500,000       500,000        641        729           818      2,763      2,851         2,940
   2        10,117     500,000    500,000       500,000      3,338      3,686         4,047      4,473      4,821         5,182
   3        15,558     500,000    500,000       500,000      5,860      6,638         7,474      5,860      6,638         7,474
   4        21,270     500,000    500,000       500,000      8,193      9,568        11,101      8,193      9,568        11,101
   5        27,269     500,000    500,000       500,000     10,336     12,470        14,946     10,336     12,470        14,946
 
   6        33,567     500,000    500,000       500,000     12,278     15,331        19,021     12,278     15,331        19,021
   7        40,181     500,000    500,000       500,000     13,990     18,116        23,316     13,990     18,116        23,316
   8        47,125     500,000    500,000       500,000     15,453     20,799        27,835     15,453     20,799        27,835
   9        54,416     500,000    500,000       500,000     16,637     23,345        32,571     16,637     23,345        32,571
  10        62,072     500,000    500,000       500,000     17,511     25,710        37,513     17,511     25,710        37,513
 
  15       106,490     500,000    500,000       500,000     16,444     33,638        65,465     16,444     33,638        65,465
  20       163,180     500,000    500,000       500,000      2,418     29,514        98,091      2,418     29,514        98,091
  25       235,533           0          0       500,000          0          0       130,714          0          0       130,714
  30       327,876           0          0       500,000          0          0       153,005          0          0       153,005
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              77
<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 -- CURRENT CHARGES
 
   
<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
                        -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%
         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    -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
   1         4,935     500,000    500,000     500,000      1,689      1,811       1,933      3,811      3,933       4,055
   2        10,117     500,000    500,000     500,000      5,407      5,887       6,382      6,542      7,022       7,517
   3        15,558     500,000    500,000     500,000      8,934     10,007      11,156      8,934     10,007      11,156
   4        21,270     500,000    500,000     500,000     12,265     14,166      16,280     12,265     14,166      16,280
   5        27,269     500,000    500,000     500,000     15,426     10,390      21,818     15,426     18,390      21,818
 
   6        33,567     500,000    500,000     500,000     18,432     22,694      27,828     18,432     22,694      27,828
   7        40,181     500,000    500,000     500,000     21,287     27,086      34,362     21,287     27,086      34,362
   8        47,125     500,000    500,000     500,000     24,005     31,581      41,492     24,005     31,581      41,492
   9        54,416     500,000    500,000     500,000     26,590     36,188      49,283     26,590     36,188      49,283
  10        62,072     500,000    500,000     500,000     29,035     40,905      57,802     29,035     40,905      57,802
 
  15       106,490     500,000    500,000     500,000     38,986     66,650     115,762     38,986     66,650     115,762
  20       163,180     500,000    500,000     500,000     40,698     92,456     209,580     40,698     92,456     209,580
  25       235,533     500,000    500,000     581,358     27,096    111,860     364,204     27,096    111,860     364,204
  30       327,876           0    500,000     876,517          0    118,072     611,426          0    118,072     611,426
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
78
<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 -- GUARANTEED CHARGES
 
   
<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
                        -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
         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    -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         4,935     500,000    500,000     500,000        641        729         818      2,763      2,851       2,940
   2        10,117     500,000    500,000     500,000      3,338      3,686       4,047      4,473      4,821       5,182
   3        15,558     500,000    500,000     500,000      5,860      6,638       7,474      5,860      6,638       7,474
   4        21,270     500,000    500,000     500,000      8,193      9,568      11,101      8,193      9,568      11,101
   5        27,269     500,000    500,000     500,000     10,336     12,470      14,946     10,336     12,470      14,946
 
   6        33,567     500,000    500,000     500,000     12,278     15,331      19,021     12,278     15,331      19,021
   7        40,181     500,000    500,000     500,000     13,990     18,116      23,316     13,990     18,116      23,316
   8        47,125     500,000    500,000     500,000     15,453     20,799      27,835     15,453     20,799      27,835
   9        54,416     500,000    500,000     500,000     16,637     23,345      32,571     16,637     23,345      32,571
  10        62,072     500,000    500,000     500,000     17,511     25,710      37,513     17,511     25,710      37,513
 
  15       106,490     500,000    500,000     500,000     16,444     33,638      65,465     16,444     33,638      65,465
  20       163,180     500,000    500,000     500,000      2,418     29,514      98,091      2,418     29,514      98,091
  25       235,533           0          0     500,000          0          0     130,714          0          0     130,714
  30       327,876           0          0     500,000          0          0     153,005          0          0     153,005
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              79
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST -- CURRENT CHARGES
 
   
<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
                        -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%
         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    -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000      1,857      1,989       2,121      4,116      4,248       4,381
   2        10,771     500,000    500,000     500,000      5,866      6,385       6,920      7,074      7,593       8,128
   3        16,563     500,000    500,000     500,000      9,680     10,840      12,080      9,680     10,840      12,080
   4        22,645     500,000    500,000     500,000     13,294     15,348      17,632     13,294     15,348      17,632
   5        29,032     500,000    500,000     500,000     16,734     19,937      23,643     16,734     19,937      23,643
 
   6        35,737     500,000    500,000     500,000     20,016     24,625      30,176     20,016     24,625      30,176
   7        42,778     500,000    500,000     500,000     23,143     29,418      37,290     23,143     29,418      37,290
   8        50,171     500,000    500,000     500,000     26,130     34,334      45,062     26,130     34,334      45,062
   9        57,934     500,000    500,000     500,000     28,980     39,381      53,565     28,980     39,381      53,565
  10        66,084     500,000    500,000     500,000     31,687     44,560      62,872     31,687     44,560      62,872
 
  15       113,374     500,000    500,000     500,000     43,007     73,134     126,523     43,007     73,134     126,523
  20       173,729     500,000    500,000     500,000     46,206    102,928     230,736     46,206    102,928     230,736
  25       250,758     500,000    500,000     500,000     34,304    128,185     406,370     34,304    128,185     406,370
  30       349,070           0    500,000     756,573          0    143,623     713,208          0    143,623     713,208
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
80
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST -- GUARANTEED CHARGES
 
   
<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
                        -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
         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    -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000        808        906       1,005      3,068      3,166       3,265
   2        10,771     500,000    500,000     500,000      3,797      4,184       4,585      5,005      5,392       5,793
   3        16,563     500,000    500,000     500,000      6,606      7,470       8,397      6,606      7,470       8,397
   4        22,645     500,000    500,000     500,000      9,221     10,749      12,452      9,221     10,749      12,452
   5        29,032     500,000    500,000     500,000     11,642     14,017      16,770     11,642     14,017      16,770
 
   6        35,737     500,000    500,000     500,000     13,860     17,260      21,368     13,860     17,260      21,368
   7        42,778     500,000    500,000     500,000     15,844     20,447      26,243     15,844     20,447      26,243
   8        50,171     500,000    500,000     500,000     17,575     23,551      31,406     17,575     23,551      31,406
   9        57,934     500,000    500,000     500,000     19,027     26,540      36,857     19,027     26,540      36,857
  10        66,084     500,000    500,000     500,000     20,165     29,371      42,595     20,165     29,371      42,595
 
  15       113,374     500,000    500,000     500,000     20,415     40,053      76,134     20,415     40,053      76,134
  20       173,729     500,000    500,000     500,000      7,770     39,711     118,753      7,770     39,711     118,753
  25       250,758           0    500,000     500,000          0     13,734     170,574          0     13,734     170,574
  30       349,070           0          0     500,000          0          0     233,896          0          0     233,896
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              81
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST -- CURRENT CHARGES
 
   
<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
                        -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%      -1.66%     4.34%      10.34%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%      -1.16%     4.84%      10.84%
         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    -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%      -0.86%     5.14%      11.14%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000      1,780      1,910       2,040      4,039      4,169       4,299
   2        10,771     500,000    500,000     500,000      5,689      6,197       6,722      6,897      7,405       7,930
   3        16,563     500,000    500,000     500,000      9,368     10,501      11,715      9,368     10,501      11,715
   4        22,645     500,000    500,000     500,000     12,826     14,829      17,058     12,826     14,829      17,058
   5        29,032     500,000    500,000     500,000     16,084     19,201      22,809     16,084     19,201      22,809
 
   6        35,737     500,000    500,000     500,000     19,162     23,637      29,031     19,162     23,637      29,031
   7        42,778     500,000    500,000     500,000     22,069     28,147      35,782     22,069     28,147      35,782
   8        50,171     500,000    500,000     500,000     24,816     32,745      43,132     24,816     32,745      43,132
   9        57,934     500,000    500,000     500,000     27,415     37,446      51,155     27,415     37,446      51,155
  10        66,084     500,000    500,000     500,000     29,861     42,249      59,920     29,861     42,249      59,920
 
  15       113,374     500,000    500,000     500,000     39,460     68,170     119,363     39,460     68,170     119,363
  20       173,729     500,000    500,000     500,000     39,860     93,334     215,345     39,860     93,334     215,345
  25       250,758     500,000    500,000     588,312     23,936    111,121     374,138     23,936    111,121     374,138
  30       349,070           0    500,000     892,280          0    114,861     627,881          0    114,861     627,881
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
82
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST -- GUARANTEED CHARGES
 
   
<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
                        -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
                                IN YEARS 1-10                     IN YEARS 1-10                     IN YEARS 1-10
                         NET        NET         NET        NET        NET         NET        NET        NET         NET
          PREMIUMS      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
         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    -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
 YEAR     PER YEAR       IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER        IN YEARS 16 AND THEREAFTER
- ------   -----------   -------------------------------   -------------------------------   -------------------------------
<S>      <C>           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
 
   1         5,254     500,000    500,000     500,000        270        351         433      2,529      2,610       2,692
   2        10,117     500,000    500,000     500,000      2,681      2,998       3,328      3,889      4,206       4,536
   3        16,563     500,000    500,000     500,000      4,875      5,580       6,337      4,875      5,580       6,337
   4        22,645     500,000    500,000     500,000      6,853      8,089       9,471      6,853      8,089       9,471
   5        29,032     500,000    500,000     500,000      8,590     10,496      12,713      8,590     10,496      12,713
 
   6        35,737     500,000    500,000     500,000     10,076     12,781      16,063     10,076     12,781      16,063
   7        42,778     500,000    500,000     500,000     11,282     14,907      19,501     11,282     14,907      19,501
   8        50,171     500,000    500,000     500,000     12,183     16,838      23,009     12,183     16,838      23,009
   9        57,934     500,000    500,000     500,000     12,741     18,524      26,555     12,741     18,524      26,555
  10        66,084     500,000    500,000     500,000     12,922     19,915      30,108     12,922     19,915      30,108
 
  15       113,374     500,000    500,000     500,000      7,416     21,027      47,266      7,416     21,027      47,266
  20       173,729           0    500,000     500,000          0      5,907      59,158          0      5,907      59,158
  25       250,758           0          0     500,000          0          0      50,615          0          0      50,615
  30       349,070           0          0           0          0          0           0          0          0           0
</TABLE>
    
 
                                  If premiums are paid more frequently than
                                  annually, the death benefits, accumulation
                                  values and surrender values would be less than
                                  those illustrated.
 
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed Cost of Insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              83
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  WITH JOINT AND SURVIVORSHIP RIDER
                                  SEX-DISTINCT NONSMOKER ISSUE AGES 55 (MALE),
                                  52 (FEMALE)
                                  $548,000 ANNUAL PREMIUM FOR SEVEN YEARS
                                  FACE AMOUNT $20,000,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST -- GUARANTEED CHARGES
 
   
<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
                        -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
                                 IN YEARS 1-10                       IN YEARS 1-10                       IN YEARS 1-10
                         NET        NET          NET         NET        NET          NET         NET        NET          NET
          PREMIUMS      -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
         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    -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
 YEAR     PER YEAR        IN YEARS 16 AND THEREAFTER          IN YEARS 16 AND THEREAFTER          IN YEARS 16 AND THEREAFTER
- ------   -----------   ---------------------------------   ---------------------------------   ---------------------------------
<S>      <C>           <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
   1       548,000          20         20            20     381,921    405,307       428,693    517,391    540,777       564,163
   2     1,123,400          20         20            20     871,965    949,721     1,030,285    947,875   1,025,631    1,106,195
   3     1,727,570          20         20            20    1,350,654  1,514,364    1,690,502   1,350,654  1,514,364    1,690,502
   4     2,361,949          20         20            20    1,817,845  2,099,724    2,414,947   1,817,845  2,099,724    2,414,947
   5     3,028,046          20         20            20    2,273,355  2,706,288    3,209,799   2,273,355  2,706,288    3,209,799
 
   6     3,727,448          20         20            20    2,716,972  3,334,562    4,081,909   2,716,972  3,334,562    4,081,909
   7     4,461,821          20         20            20    3,148,476  3,985,100    5,038,909   3,148,476  3,985,100    5,038,909
   8     4,684,912          20         20            20    3,067,061  4,127,331    5,527,539   3,067,061  4,127,331    5,527,539
   9     4,919,157          20         20            20    2,981,310  4,269,997    6,060,982   2,981,310  4,269,997    6,060,982
  10     5,165,115          20         20            20    2,889,991  4,412,034    6,643,159   2,889,991  4,412,034    6,643,159
 
  15     6,592,141          20         20            20    2,282,151  5,051,840   10,452,469   2,282,151  5,051,840   10,452,469
  20     8,413,428          20         20            20    1,142,698  5,318,457   16,463,880   1,142,698  5,318,457   16,463,880
  25     10,737,903          0         20       27.7112           0   4,409,209   26,391,660          0   4,409,209   26,391,660
  30     13,704,588          0         20       44.1995           0    134,388    42,094,777          0    134,388    42,094,777
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
84
<PAGE>
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  WITH JOINT AND SURVIVORSHIP RIDER
                                  SEX-DISTINCT NONSMOKER ISSUE AGES 55 (MALE),
                                  52 (FEMALE)
                                  $548,000 ANNUAL PREMIUM FOR SEVEN YEARS
                                  FACE AMOUNT $20,000,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST -- GUARANTEED CHARGES
 
   
<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
                        -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
                                 IN YEARS 1-10                       IN YEARS 1-10                       IN YEARS 1-10
                         NET        NET          NET         NET        NET          NET         NET        NET          NET
          PREMIUMS      -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
         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    -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
 YEAR     PER YEAR        IN YEARS 16 AND THEREAFTER          IN YEARS 16 AND THEREAFTER          IN YEARS 16 AND THEREAFTER
- ------   -----------   ---------------------------------   ---------------------------------   ---------------------------------
<S>      <C>           <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
   1       548,000          20         20            20     381,921    405,307       428,693    517,391    540,777       564,163
   2     1,123,400          20         20            20     871,965    949,721     1,030,285    947,875   1,025,631    1,106,195
   3     1,727,570          20         20            20    1,350,654  1,514,364    1,690,502   1,350,654  1,514,364    1,690,502
   4     2,361,947          20         20            20    1,817,845  2,099,724    2,414,947   1,817,845  2,099,724    2,414,947
   5     3,025,046          20         20            20    2,273,355  2,706,288    3,209,799   2,273,355  2,706,288    3,209,799
 
   6     3,727,448          20         20            20    2,716,972  3,334,562    4,081,909   2,716,972  3,334,562    4,081,909
   7     4,461,821          20         20            20    3,148,476  3,985,100    5,038,909   3,148,476  3,985,100    5,038,909
   8     4,684,912          20         20            20    3,067,061  4,127,331    5,527,539   3,067,061  4,127,331    5,527,539
   9     4,919,157          20         20            20    2,981,310  4,269,997    6,060,982   2,981,310  4,269,997    6,060,982
  10     5,165,115          20         20            20    2,889,991  4,412,034    6,643,159   2,889,991  4,412,034    6,643,159
 
  15     6,592,141          20         20       20.0676    2,282,151  5,051,840   10,452,469   2,282,151  5,051,840   10,452,469
  20     8,413,428          20         20       26.5890    1,142,698  5,318,457   16,463,880   1,142,698  5,318,457   16,463,880
  25     10,731,905          0         20       35.1402           0   4,409,209   26,831,466          0   4,409,209   26,831,466
  30     13,704,588          0         20       46.2856           0    134,388    49,079,827          0    134,388    49,079,827
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              85
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
   
                  PRELIMINARY PROSPECTUS DATED APRIL 21, 1999
    
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
   
                                                                          [LOGO]
 
<TABLE>
<S>                               <C>
HOME OFFICE LOCATION:             MAILING ADDRESS:
900 COTTAGE GROVE ROAD            CIGNA
BLOOMFIELD, CONNECTICUT           CORPORATE VARIABLE PRODUCTS SERVICE CENTER
                                  P.O. BOX 2975
                                  ROUTING H14A
                                  HARTFORD, CT 06104
                                  (860) 534-4100
</TABLE>
    
 
- --------------------------------------------------------------------------------
        THE CORPORATE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY II
- --------------------------------------------------------------------------------
 
    This prospectus describes a flexible premium variable life insurance
contract (the "Policy") offered by Connecticut General Life Insurance Company
(the "Company", "we, us, our/ours").
 
    Policy features:
 
   
       -   life insurance benefits on an individual (or joint and survivor see
           page 22) basis;
    
   
       -   flexible premium payments (see page 14);
    
   
       -   a choice of underlying funding options (see page 8); and
    
   
       -   a choice of three death benefit options (see page 12).
    
 
   
    The Policy values vary with the investment performance of the underlying
fund options you select. The amount of money paid by us upon the death of the
Insured (the "death benefit") may also vary during the life of the Policy. When
you notify us of the Insured's death, we will pay the beneficiary(ies) the
Policy's death benefit in a lump sum or through an equivalent annuity option.
    
 
   
    We offer seventeen funds in this Policy through a separate account. Each
fund (commonly called a mutual fund) diversifies its investments and offers
unlimited shares for sale. Each fund has a different investment objective. The
funds are as follows:
    
 
   
<TABLE>
<S>                                              <C>
THE ALGER AMERICAN FUND                          JANUS ASPEN SERIES
Alger American Small Capitalization Portfolio    Worldwide Growth Portfolio
Alger American MidCap Growth Portfolio
                                                 MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE
Alger American Growth Portfolio                  TRUST-SM-
                                                 MFS Emerging Growth Series
BT INSURANCE FUNDS TRUST                         MFS Total Return Series
EAFE-Registered Trademark- Equity Index Fund
Small Cap Index Fund                             OCC ACCUMULATION TRUST
                                                 OCC Equity Portfolio
CIGNA VARIABLE PRODUCTS GROUP                    OCC Managed Portfolio
CIGNA VP Money Market Fund                       OCC Small Cap Portfolio
CIGNA VP S&P 500 Index Fund
CIGNA VP Investment Grade Bond Fund              TEMPLETON VARIABLE PRODUCTS SERIES FUND
                                                 Templeton International Fund Class 1
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity-Income Portfolio
VIP High Income Portfolio
</TABLE>
    
 
   
    The Policy also offers a Fixed Account, which credits a fixed amount of
interest to policy values in that account. We guarantee the amounts held in the
Fixed Account. We also guarantee that the funds will earn interest at a rate at
least equal to the lesser of (a) 4% per year, or (b) the prevailing 30-day
Treasury Bill Rate as of the last day of the previous calendar month. Unless
specifically mentioned, this prospectus only describes the variable investment
options.
    
 
    It may not be in your best interest to replace existing insurance with this
Policy. It also may not be in your best interest to supplement existing flexible
premium variable life insurance with this Policy. You should read this entire
prospectus, and those of the funds, to understand the Policy.
 
   
TO BE VALID, THIS PROSPECTUS MUST HAVE THE CURRENT MUTUAL FUNDS' PROSPECTUSES
WITH IT. KEEP THEM ALL FOR FUTURE REFERENCE.
    
 
   
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE TO STATE OTHERWISE.
    
   
                         PROSPECTUS DATED: MAY   , 1999
    
<PAGE>
   
                               TABLE OF CONTENTS
    
   
<TABLE>
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
Technical Terms.................................           3
Highlights......................................           4
  Initial Choices...............................           4
  Charges and Fees..............................           4
  Expense Data..................................           6
The Company.....................................           8
The Variable Account............................           8
The Funds.......................................           8
  General.......................................          11
  Substitution of Securities....................          11
  Voting Rights.................................          12
  Fund Participation Agreements.................          12
Death Benefit...................................          12
    Death Benefit Options.......................          12
    Changes in Death Benefit Option.............          13
    Payment of Death Benefit....................          13
    Changes in Specified Amount.................          14
Premium Payments; Transfers.....................          14
    Premium Payments............................          14
    Allocation of Net Premium Payments..........          15
    Transfers...................................          15
Charges; Fees...................................          16
    Premium Charges.............................          16
    Policy Issue Fee............................          16
    Monthly Deductions..........................          16
    Daily Deductions............................          17
    Administrative Fee..........................          17
    Mortality and Expense Risk Charge...........          17
    Transaction Fee for Excess Transfers........          17
    Surrenders During First Three Policy Years
     -- Refund of Portion of Premium Charge.....          17
The Fixed Account...............................          18
Policy Values...................................          18
    Accumulation Value..........................          18
    Variable Accumulation Unit Value............          19
    Surrender Value.............................          19
Surrenders......................................          19
    Partial Surrenders..........................          19
    Full Surrenders.............................          20
 
<CAPTION>
                                                     PAGE
                                                  -----------
<S>                                               <C>
    Deferral of Payment and Transfers...........          20
Lapse and Reinstatement.........................          20
    Lapse of a Policy...........................          20
    Reinstatement of a Lapsed Policy............          20
Policy Loans....................................          21
Settlement Options..............................          21
Additional Insurance Benefit....................          22
Joint and Survivorship Benefit..................          22
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...................          24
Tax Matters.....................................          24
    Policy Proceeds.............................          25
    Taxation of the Company.....................          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
    Year 2000...................................          29
    Financial Statements........................          30
Appendix 1......................................          73
    Illustration of Accumulation Values,
     Surrender Values, and Death Benefits.......          75
</TABLE>
    
 
2
<PAGE>
TECHNICAL TERMS
 
   
ACCUMULATION UNIT: A unit of measure used to calculate the value of a Variable
Account sub-account.
    
 
   
ACCUMULATION VALUE: The sum of your interest in the Fixed Account value (see
page 18), your interest in the Variable Account value (see page 8) and the loan
account value.
    
 
   
CASE: A group of policies covering individuals with common employment or other
relationship, independent of the policies.
    
 
   
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".
    
 
   
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.
    
 
   
GRACE PERIOD: The 61-day period following a monthly anniversary day on which a
Policy's net accumulation value is insufficient to cover the current monthly
deduction. We will send a notice at least 31 days before the end of the grace
period that the Policy will lapse without value unless we receive a sufficient
payment (described in the notification letter).
    
 
   
GUIDELINE ANNUAL PREMIUM: The level amount, 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%.
    
 
   
MONTHLY ANNIVERSARY DAY: The day of the month, as shown in the Policy
Specifications, when we make the monthly deduction; or, if that day is not a
valuation day or is nonexistent for that month, the next valuation day.
    
 
   
NET ACCUMULATION VALUE: The accumulation value less the loan account value.
    
 
   
POLICY YEAR: Each twelve-month period, beginning on the issue date, during which
the Policy is in effect.
    
 
   
RIGHT-TO-EXAMINE PERIOD: The period of time following the issuance of the Policy
during which you may return the Policy and receive a refund of premiums paid.
This period is ten days after the Policy is received, unless stipulated
otherwise by state law requirements.
    
 
   
SPECIFIED AMOUNT: The amount you choose which is used in determination of the
death benefit and which you may increase or decrease as described in this
prospectus. We exclude the additional insurance benefit from the specified
amount when calculating charges and fees for the Policy and when calculating the
guideline annual premium and the target premium.
    
 
   
SUB-ACCOUNT: That portion of the Variable Account (see page 8) which is invested
in shares of a specific fund.
    
 
   
SURRENDER VALUE: The amount you can receive in cash by surrendering the Policy.
This equals the net accumulation value plus any premium charge credits if the
surrender occurs within 36 months of issue.
    
 
   
TARGET PREMIUM: The amount of premium on which we pay full commissions and
deduct a higher premium charge. This amount is specified on the Policy
Specifications page and varies based on the Insured's issue age, sex and
specified amount. The premium charge applied to the premiums paid in the first
ten policy years is higher on premium paid up to target premium and lower on
premium paid above target premium.
    
 
   
VALUATION DAY: Every day on which accumulation units are valued. This will
include any day on which the New York Stock Exchange is open, but not 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.
    
 
                                                                               3
<PAGE>
HIGHLIGHTS
 
                    This section is an overview of key Policy features.
                    Regulations in your state may vary the provisions of your
                    own Policy. The Policy is a flexible premium variable life
                    insurance policy. Its value may change on a:
 
                    a) fixed basis;
                    b) variable basis; or
                    c) combination of both fixed and variable bases.
INITIAL CHOICES
TO BE MADE
                    When purchasing a Policy, you have three important choices
                    to make:
 
   
                    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
   
                    The death benefit is the amount we pay to the
                    beneficiary(ies) when the Insured dies. Before we pay the
                    beneficiary(ies) any outstanding loan account balances or
                    outstanding amounts due are subtracted from the death
                    benefit. We calculate the death benefit payable as of the
                    date on which the Insured died.
    
 
   
                    When you purchase your Policy, you must choose one of three
                    death benefit options:
    
 
   
                    1) Option A -- a varying death benefit equal to the greater
                       of:
    
   
                        a) the specified amount plus the accumulation value; or
    
   
                        b) the corridor death benefit.
    
 
   
                    2) Option B -- a level death benefit equal to the greater
                       of:
    
   
                        a) the specified amount, or
    
   
                        b) the corridor death benefit.
    
 
   
                    3) Option C -- a "return of premium" death benefit equal to
                       the greater of:
    
   
                        a) the specified amount plus the sum of the premiums
                           paid; or
    
   
                        b) the corridor death benefit.
    
   
AMOUNT OF
    
PREMIUM PAYMENT
   
                    When you apply for your Policy, you must decide how much
                    premium to pay. Premium payments may be changed within the
                    limits described on page 14-15. If you change your premium
                    payments, however, your Policy may continue in force but it
                    might also lapse if you don't pay enough premium to maintain
                    a positive net accumulation value. If your Policy lapses
                    because your monthly deduction is larger than the net
                    accumulation value, you may reinstate your Policy. See page
                    20.
    
SELECTION OF
FUNDING
VEHICLE(S)
   
                    You must choose the fund(s) in which you want to place your
                    net premium payment(s). For each fund, we maintain a
                    separate sub-account which invests in shares of that fund.
                    These fund sub-accounts make up the Variable Account (see
                    page 8). A variable sub-account is not guaranteed and will
                    increase or decrease in value according to the particular
                    fund's investment performance. (See pages 18 and 19.) You
                    may also choose to place part or all of your net premium
                    payment(s) into the Fixed Account.
    
 
   
                    Your initial premium payment will be deposited in the CIGNA
                    Variable Products Group's Money Market Fund during the
                    Right-to-Examine Period as described in "Short-Term Right to
                    Cancel the Policy". (See page 23.)
    
CHARGES
AND FEES
   
                    We will deduct a premium charge of 6.5% from each premium
                    payment for sales expenses, premium taxes and other tax
                    liabilities.
    
 
                    We also deduct the following:
 
   
                        - a 45% premium charge on premium payments up to target
                          premium in the first policy year, and
    
 
4
<PAGE>
   
                        - a 12% premium charge on premium payments up to target
                          premium in policy years 2 through 10.
    
 
   
                    If your specified amount is increased, other than through a
                    change in a death benefit option, we will deduct an
                    additional premium charge of 25% of the premium payment(s)
                    up to the increase in the target premium during the first 12
                    months of the increase. This charge will be applied to the
                    extent that the premium payment(s) are attributable to the
                    increase in the specified amount rather than to the
                    previously existing specified amount.
    
 
                    We deduct monthly charges for:
 
                    1) Cost of Insurance, and
   
                    2) any additional insurance benefit.
    
 
                    We also deduct the following administrative expenses:
 
                    1) a one-time charge of $175 at issue,
                    2) monthly deductions of $8 per month,
   
                    3) daily charges from the policy values for the first
                       fifteen policy years (currently at an annual rate of .10%
                       of the value of the assets in the accounts).
    
 
   
                    Daily charges for the mortality and expense risk are
                    deducted from the Variable Account value and the Fixed
                    Account value. Currently these charges are at an annual rate
                    of:
    
 
   
                    1) .70% of the value of the assets during the first fifteen
                       policy years, and
    
   
                    2) .25% of the value of the assets in the accounts
                       thereafter.
    
 
   
                    Each fund has its own management fee charge, also deducted
                    daily. Each fund's expense levels will affect its investment
                    results. The table on pages 6-7 shows current expense levels
                    for each fund as of December 31, 1998.
    
 
   
                    We charge a transaction fee of $25 for each partial
                    surrender and for certain transfers in excess of four per
                    policy year.
    
 
                    We will charge interest on policy loans. The net interest
                    spread (the amount by which interest charged exceeds
                    interest credited) is currently:
 
   
                    - .80% per year in the first policy year,
    
 
   
                    - .70% per year in policy years 2-15, and
    
 
                    - .15% per year thereafter.
 
   
                    For additional information, see "Charges; Fees" beginning on
                    page 16 and Expense Data on pages 6 and 7.
    
REDUCTION OF
CHARGES
   
                    This Policy is available for purchase by corporations or
                    other groups or sponsoring organizations on a case basis. We
                    may reduce premium charges or any other charges on cases
                    where we expect that the amount or nature of the case will
                    result in savings of sales, underwriting, administrative or
                    other costs. Eligibility for and the amount of reduction
                    will be determined by a number of factors, including:
    
 
                    - number of lives to be insured;
 
                    - total premium(s) expected to be paid;
 
                    - total assets you have under our management;
 
                    - the nature of the relationship among the insured
                      individuals;
 
                    - the purpose for which the Policies are being purchased;
 
   
                    - expected persistency of the Policies as a whole, and
    
 
                    - any other circumstances which we believe to be relevant to
                      the expected reduction of our expenses.
 
   
                    Some reductions may be guaranteed. Other reductions may be
                    subject to withdrawal or modification by us on a uniform
                    case basis. Reductions in charges will not be unfairly
                    discriminatory to any policy owners.
    
 
                                                                               5
<PAGE>
EXPENSE DATA
 
   
The purpose of the following table is to help purchasers and propsective
purchasers understand the costs and expenses that they will bear, directly and
indirectly, 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 fifteen policy
years. It currently declines to .25% per year in the sixteenth policy year. The
Mortality and Expense Risk charge is guaranteed not to exceed .90% per year. The
Administrative Expense charge shown is the currently charged rate during the
first fifteen policy years. It is guaranteed not to exceed .30% per year.
(Continued on Page 7.)
    
 
   
                                   FEE TABLE
    
 
   
<TABLE>
<CAPTION>
                                      ALGER AMERICAN FUNDS          BT INSURANCE FUNDS TRUST       CIGNA VARIABLE PRODUCTS
                                ---------------------------------   -------------------------   ------------------------------
                                             MIDCAP                 EAFE-REGISTERED TRADEMARK-   MONEY     S&P 500  INVESTMENT
                                SMALL CAP    GROWTH      GROWTH     EQUITY INDEX   SMALL CAP     MARKET     INDEX   GRADE BOND
                                PORTFOLIO   PORTFOLIO   PORTFOLIO       FUND       INDEX FUND     FUND      FUND       FUND
                                ---------   ---------   ---------   ------------   ----------   --------   -------  ----------
<S>                             <C>         <C>         <C>         <C>            <C>          <C>        <C>      <C>
SEPARATE ACCOUNT ANNUAL
 EXPENSES
Mortality and Expense Risk
 Charge.......................    0.70%       0.70%       0.70%          0.70%         0.70%       0.70%      0.70%     0.70%
Administrative Expense
 Charge.......................    0.10%       0.10%       0.10%          0.10%         0.10%       0.10%      0.10%     0.10%
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
TOTAL SEPARATE ACCOUNT ANNUAL
 EXPENSES.....................    0.80%       0.80%       0.80%          0.80%         0.80%       0.80%      0.80%     0.80%
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
 
FUND PORTFOLIO ANNUAL
 OPERATING EXPENSES
Management Fees...............    0.85        0.80        0.75           0.45          0.35        0.35       0.25      0.50
Other Expenses................    0.04        0.04        0.04           1.21          1.23        0.38       0.22      0.15
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
Total Gross Expenses..........    0.89        0.84        0.79           1.66          1.58        0.73       0.47      0.65
Waivers and Reimbursements....    0.00        0.00        0.00          (1.01)        (1.13)      (0.23)     (0.22)    (0.15)
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
TOTAL NET FUND PORTFOLIO
 ANNUAL OPERATING EXPENSES....    0.89        0.84        0.79           0.65(1)      0.45(1)    0.50(2)   0.25(2)     0.50(2)
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
                                   ---         ---         ---         ------      ----------   --------   -------  ----------
</TABLE>
    
 
- ------------------------------
   
 (1) The Expense Ratio for the BT Trust EAFE-Registered Trademark- Equity Index
     Fund and BT Trust Small Cap Index Fund without waiver/reimbursement would
     be 1.08% and .95%, respectively.
    
 
   
 (2) Through May 1, 2000, the Funds' adviser has agreed to bear expenses of the
     Funds so that Total Fund Portfolio Annual Operating Expenses do not exceed
     0.50% of average daily net asset value for the VP Money Market and the
     Investment Grade Bond Funds and 0.25% for the VP S&P 500 Index Fund,
     respectively. Otherwise, Total Fund Portfolio Annual Operating Expenses
     would have been 0.73% and 0.44% of average daily net asset value for 1998
     for the VP Money Market and the VP S&P 500 Index Funds, respectively.
    
 
6
<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 $175 policy issue charge. It also does not reflect premium charges,
administrative charges for transfers and partial surrenders, and any policy loan
interest. The information set forth should be considered together with the
information provided in the prospectus under the heading "Charges and Fees", and
in each fund's prospectus. All expenses are expressed as a percentage of average
account value.
    
 
   
                             FEE TABLE (CONTINUED)
    
   
<TABLE>
<CAPTION>
                                                    JANUS        MFS-REGISTERED TRADEMARK-
        FIDELITY VARIABLE INSURANCE                 ASPEN        VARIABLE INSURANCE
               PRODUCTS FUNDS                      SERIES        TRUST-REGISTERED TRADEMARK-
- --------------------------------------------      ---------      ------------------
                    EQUITY-       INVESTMENT      WORLDWIDE      EMERGING    TOTAL
 HIGH INCOME        INCOME        GRADE BOND       GROWTH         GROWTH    RETURN
  PORTFOLIO        PORTFOLIO      PORTFOLIO(3)    PORTFOLIO       SERIES    SERIES
- -------------      ---------      ----------      ---------      --------   -------
<S>                <C>            <C>             <C>            <C>        <C>
 0.70    %             0.70%         0.70%            0.70%         0.70%      0.70%
         %
 0.10                  0.10%         0.10%            0.10%         0.10%      0.10%
- ---                ---------        -----         ---------      --------   -------
 0.80    %             0.80%         0.80%            0.80%         0.80%      0.80%
- ---                ---------        -----         ---------      --------   -------
- ---                ---------        -----         ---------      --------   -------
 
 0.58    %             0.49%         0.43%            0.67%         0.75%      0.75%
 0.12    %             0.09%         0.14%            0.07%         0.10%(6)    0.16%(6)
- ---                ---------        -----         ---------      --------   -------
 0.70    %             0.58%         0.57%            0.74%         0.85%      0.91%
 0.00    %            (0.01)%        0.00%           (0.02)%        0.00%      0.00%
- ---                ---------        -----         ---------      --------   -------
 0.70    %(4)          0.57%(4)      0.57%(4)         0.72%(5)      0.85%      0.91%
- ---                ---------        -----         ---------      --------   -------
- ---                ---------        -----         ---------      --------   -------
 
<CAPTION>
 
                                                              TEMPLETON
                                                              VARIABLE
        FIDEL                                                 PRODUCTS
                                                            -------------
- -------------                  OCC TRUST                      TEMPLETON
                  ------------------------------------      INTERNATIONAL
 HIGH INCOME       EQUITY        MANAGED     SMALL CAP          FUND
  PORTFOLIO       PORTFOLIO      PORTFOLIO   PORTFOLIO         CLASS 1
- -------------     ---------      -------     ---------      -------------
<S>            <C>               <C>         <C>            <C>
 0.70    %            0.70%        0.70%         0.70%           0.70%
         %
 0.10                 0.10%        0.10%         0.10%           0.10%
- ---               ---------      -------     ---------          -----
 0.80    %            0.80%        0.80%         0.80%           0.80%
- ---               ---------      -------     ---------          -----
- ---               ---------      -------     ---------          -----
 0.58    %            0.80%        0.78%         0.80%           0.69%
 0.12    %            0.14%(7)     0.04%(7)      0.08%(7)        0.17%
- ---               ---------      -------     ---------          -----
 0.70    %            0.94%(8)     0.82%(8)      0.88%(8)        0.86%
 0.00    %            0.00%        0.00%         0.00%           0.00%
- ---               ---------      -------     ---------          -----
 0.70    %(4)         0.94%        0.82%         0.88%           0.86%
- ---               ---------      -------     ---------          -----
- ---               ---------      -------     ---------          -----
</TABLE>
    
 
- ------------------------------
   
(3)  The Fidelity VIP II Investment Grade Bond Fund will no longer be available
     to accept new allocations of premium or receive transfers of existing funds
     from other sub-accounts on or after May 1, 1999.
    
 
   
(4)  A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds, or FMR on behalf of
     certain funds, have entered into arrangements with their custodian whereby
     credits realized as a result of uninvested cash balances were used to
     reduce custodian expenses. The total operating expenses, after
     reimbursement for High Income Portfolio and Equity-Income Portfolio,
     reflect these reductions in the table above.
    
 
   
(5)  All expenses are based on gross expenses of the Shares before expense
     offset arrangements for the fiscal year ended December 31, 1998. The
     information for the Portfolio is net of fee waivers or reductions from
     Janus Capital. Fee reductions for the Worldwide Growth Portfolio reduce 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 Operating Expenses for the Shares
     would have been 0.61%, 0.07% and 0.74%. Janus Capital has agreed to
     continue the fee reduction until at least the next annual renewal of the
     Advisory Agreement.
    
 
   
(6)  Each series has an expense offset arrangement that reduces the series'
     custodian fee based upon the amount of cash maintained by the series with
     its custodian and dividend disbursing agent. Each series may enter into
     other such arrangements and directed brokerage arrangements, which would
     also have the effect of reducing the series expenses. Expenses do not take
     into account these expense reductions and are, therefore, higher than the
     actual expenses of the series.
    
 
   
(7)  Other Expenses are shown gross of expense offsets afforded the Portfolios
     which effectively lowered overall custody expenses.
    
 
   
(8)  Total Gross Portfolio Expenses for the Equity, Small Cap and Managed
     Portfolios are limited by OpCap Advisors so that their respective
     annualized expenses (net of any expense offsets) do not exceed 1.00% of
     average daily net assets.
    
 
                                                                               7
<PAGE>
   
THE COMPANY
    
 
   
                    The Company is a Connecticut life insurance company
                    incorporated in 1865, located at 900 Cottage Grove Road,
                    Hartford, Connecticut. Wholly owned by Connecticut General
                    Corporation and, in turn, by CIGNA Holdings, Inc. and CIGNA
                    Corporation, it is licensed to do business in all states,
                    the District of Columbia, Puerto Rico, and the U.S. Virgin
                    Islands.
    
 
   
                    The Company's Home Office mailing address is CIGNA, H14A,
                    P.O. Box 2975, Hartford, Connecticut 06104. The telephone
                    number is 860-534-4100.
    
 
   
THE VARIABLE
ACCOUNT
    
 
   
                    CG Corporate Insurance Variable Life Separate Account 02
                    ("Variable Account") is a "separate account" of the Company
                    established pursuant to a February 23, 1996 resolution of
                    our Board of Directors.
    
 
   
                    Under Connecticut law, the assets of the Variable Account
                    attributable to the Policies, though our property, are not
                    chargeable with liabilities of any other business of the
                    Company and are available first to satisfy our obligations
                    under the Policies. The Variable Account income, gains, and
                    losses are credited to or charged against the Variable
                    Account without regard to our other income, gains, or
                    losses. We do not guarantee the Variable Account's values
                    and investment performance. All distributions made by the
                    funds with respect to the shares held by the Variable
                    Account will be reinvested in additional shares at net asset
                    value.
    
 
   
                    The Variable Account is divided into sub-accounts, each of
                    which is invested solely in the shares of one of the funds.
                    On each valuation day, net premium payments allocated to the
                    Variable Account will be invested in fund shares at net
                    asset value, and monies necessary to pay for deductions,
                    charges, transfers and surrenders from the Variable Account
                    are raised by selling shares of the funds at net asset
                    value.
    
 
   
                    We hold shares of the Variable Account through an open
                    account system, which makes the issuance and delivery of
                    stock certificates unnecessary.
    
 
   
                    The Variable Account is registered with the Securities and
                    Exchange Commission (the "Commission") as a unit investment
                    trust under the Investment Company Act of 1940 ("1940 Act").
                    Such registration does not involve Commission supervision of
                    the Variable Account's or our management, investment
                    practices, or policies.
    
 
   
                    We have other registered separate accounts which fund other
                    variable life insurance policies and variable annuity
                    contracts.
    
 
   
THE FUNDS
    
 
   
                    Each of the seventeen sub-accounts of the Variable Account
                    is invested solely in the shares of one of the seventeen
                    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 1940 Act. These entities are
                    collectively referred to in this prospectus as the "Trusts".
    
 
   
                    The eight Trusts and their investment advisers and
                    distributors are:
    
 
   
                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 1 World Trade Center, Suite
                        9333, New York, NY 10048 and distributed by Fred Alger &
                        Company, Incorporated, 30 Montgomery Street, Jersey
                        City, NJ 07302;
    
 
8
<PAGE>
   
                        BT Insurance Funds Trust ("BT Trust"), managed by
                        Bankers Trust Company, 130 Liberty Street, New York, NY
                        10006; and distributed by First Data Distributors, Inc.,
                        4400 Computer Drive, Westborough, MA 01581.
    
 
   
                        CIGNA Variable Products Group ("CIGNA Group"), managed
                        by CIGNA Investments, Inc. and distributed by CIGNA
                        Financial Services, Inc., 280 Trumbull Street, Hartford,
                        CT 06104.
    
 
   
                        Fidelity Variable Insurance Products Fund ("Fidelity
                        VIP"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distributors Corporation, 82
                        Devonshire Street, Boston, MA 02109.
    
 
   
                        Janus Aspen Series ("Janus Series"), managed by Janus
                        Capital Corporation, 100 Fillmore Street, Denver, CO
                        80206-4923, and distributed by Janus Distributors, Inc.
    
 
   
                        MFS-Registered Trademark- Variable Insurance Trust-SM-
                        ("MFS Trust"), managed by Massachusetts Financial
                        Services Company and distributed by MFS Fund
                        Distributors, Inc., 500 Boylston Street, Boston, MA
                        02116;
    
 
   
                        OCC Accumulation Trust ("OCC Trust") (formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly Quest for Value
                        Distributors), One World Financial Center, New York, NY
                        10281.
    
 
   
                        Templeton Variable Products Series Fund ("Templeton
                        Trust"), Templeton International Fund managed by
                        Templeton Investment Counsel, Inc., 500 E. Broward
                        Blvd., Broward Financial Center, 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 TRUST are available under the Policies:
    
 
   
                        Alger American Small Capitalization Portfolio;
    
   
                        Alger American MidCap Growth Portfolio;
    
   
                        Alger American Growth Portfolio.
    
 
   
                    Two Funds of BT TRUST are available under the Policies:
    
 
   
                        EAFE-Registered Trademark- Equity Index Fund;
    
   
                        Small Cap Index Fund.
    
 
   
                    Three funds of the CIGNA GROUP are available under the
                    Policies:
    
 
   
                        CIGNA VP Money Market Fund;
    
   
                        CIGNA VP S&P 500 Index Fund;
    
   
                        CIGNA VP Investment Grade Bond Fund.
    
 
   
                    Two funds of FIDELITY VARIABLE INSURANCE PRODUCTS FUND
                    (FIDELITY VIP) are available under the Policies:
    
 
   
                        Fidelity VIP Equity-Income Portfolio;
    
   
                        Fidelity VIP High Income Portfolio.
    
 
   
                    One fund of JANUS ASPEN SERIES is available under the
                    Policies:
    
 
   
                        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 TRUST are available under the Policies:
    
 
   
                        OCC Equity Portfolio;
    
   
                        OCC Managed Portfolio;
    
 
   
                        OCC Small Cap Portfolio;
    
 
                                                                               9
<PAGE>
   
                    One fund of the TEMPLETON TRUST is available under the
                    Policies:
    
 
   
                        Templeton International Fund Class 1.
    
 
   
                    The investment advisory fees charged the funds by their
                    advisors are shown on pages 6 and 7 of this Prospectus.
    
 
   
                    A brief description of the investment objective and program
                    of each fund follows. We can give no assurance that any of
                    the stated investment objectives will be achieved.
    
 
   
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (SMALL CAP
                    STOCKS): Seeks long- term capital appreciation. It focuses
                    on small, fast-growing companies that offer innovative
                    products, services or technologies to a rapidly expanding
                    marketplace. Under normal circumstances, the portfolio
                    invests primarily in the equity securities of small
                    capitalization companies. A small capitalization company is
                    one that has a market capitalization within the range of the
                    Russell 2000 Growth Index or the S&P SmallCap 600 Index.
    
 
   
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (MID CAP STOCKS):
                    Seeks long-term capital appreciation. It focuses on midsize
                    companies with promising growth potential. Under normal
                    circumstances, the portfolio invests primarily in the equity
                    securities of companies having a market capitalization
                    within the range of companies in the S&P MidCap 400 Index.
    
 
   
                    ALGER AMERICAN GROWTH PORTFOLIO (LARGE CAP STOCKS): Seeks
                    long-term capital appreciation. It focuses on growing
                    companies that generally have broad product lines, markets,
                    financial resources and depth of management. Under normal
                    circumstances, the portfolio invests primarily in the equity
                    securities of large companies. The portfolio considers a
                    large company to have a market capitalization of $1 billion
                    or greater.
    
 
   
                    BT INSURANCE FUNDS TRUST EAFE-REGISTERED TRADEMARK- EQUITY
                    INDEX FUND (INTERNATIONAL STOCKS): Seeks to replicate as
                    closely as possible (before deduction of fund expenses) the
                    total return of the Europe, Australasia, Far East Index.
    
 
   
                    BT INSURANCE FUNDS TRUST SMALL CAP INDEX FUND (SMALL CAP
                    STOCKS): Seeks to replicate as closely as possible (before
                    deduction of fund expenses) the total return of the Russell
                    2000 Small Stock Index.
    
 
   
                    CIGNA VP MONEY MARKET FUND (MONEY MARKET): Seeks to provide
                    as high a level of current income as is consistent with the
                    preservation of capital and liquidity and the maintenance of
                    a stable $1.00 per share net asset value by investing in
                    short-term money market instruments.
    
 
   
                    CIGNA VP S&P 500 INDEX FUND (LARGE CAP STOCKS): Seeks to
                    achieve its objective of long-term growth of capital by
                    attempting to replicate the composition and total return,
                    reduced by fund expenses, of the Standard & Poor's 500
                    Composite Stock Price Index.
    
 
   
                    CIGNA VP INVESTMENT GRADE BOND FUND (INVESTMENT GRADE
                    BONDS): Seeks as high a level of current income as is
                    consistent with reasonable concern for safety of principal
                    by investing primarily in a broad range of investment grade
                    fixed income securities.
    
 
   
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (LARGE CAP STOCKS):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's Composite Index of 500 Stocks.
    
 
   
                    FIDELITY VIP HIGH INCOME PORTFOLIO (HIGH YIELD BONDS): Seeks
                    high current income by investing at least 65% of total
                    assets in income-producing debt securities, preferred stocks
                    and convertible securities, with an emphasis on lower
                    quality securities.
    
 
10
<PAGE>
   
                    JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO (GLOBAL
                    STOCKS): Seeks long-term growth of capital by investing
                    primarily in common stocks of foreign and domestic issuers.
    
 
   
                    MFS EMERGING GROWTH SERIES (LARGE CAP STOCKS): Seeks
                    long-term growth of capital by investing primarily in common
                    stocks of companies management believes to be early in their
                    life cycle but which have the potential to become major
                    enterprises.
    
 
   
                    MFS TOTAL RETURN SERIES (BALANCED OR TOTAL RETURN): Seeks
                    primarily to obtain 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 EQUITY PORTFOLIO (LARGE CAP STOCKS): Seeks long-term
                    capital appreciation through investment in a diversified
                    portfolio of equity securities on the basis of a value
                    oriented approach to investing.
    
 
   
                    OCC MANAGED PORTFOLIO (BALANCED OR TOTAL RETURN): 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 SMALL CAP PORTFOLIO (SMALL CAP STOCKS): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
    
 
   
                    TEMPLETON INTERNATIONAL FUND CLASS 1 (INTERNATIONAL STOCKS):
                    Seeks long-term capital growth by investing in stocks of
                    companies located outside the United States.
    
 
   
                    The CIGNA VP Investment Grade Bond Fund, Fidelity VIP
                    Equity-Income Portfolio, Fidelity VIP High Income Portfolio,
                    MFS Total Return Series, MFS Emerging Growth Series, Janus
                    Aspen Series Worldwide Growth Portfolio, OCC Equity
                    Portfolio, OCC Managed Portfolio, OCC Small Cap Portfolio,
                    and Templeton International Fund Class 1 portfolios may
                    invest in non-investment grade, high yield, high-risk debt
                    securities (commonly referred to as "junk bonds"), as
                    detailed in the individual fund prospectuses.
    
 
   
                    GENERAL
    
 
   
                    We can give you no assurance that the investment objective
                    of any of the funds will be met. You will bear 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. You should read each fund's prospectus
                    carefully and understand the funds' relative degrees of risk
                    before making or changing investment choices. We may make
                    additional funds available from time to time. Your right to
                    make such selections, however, will be limited by the terms
                    and conditions imposed by us on such transactions.
    
 
   
                    SUBSTITUTION OF SECURITIES
    
 
   
                    If the shares of any fund should no longer be available for
                    investment by the Variable Account or if, in our judgement,
                    further investment in such shares should become
                    inappropriate in view of the investment objectives of the
                    Policies, we may substitute shares of another fund. We will
                    make no substitution of securities in any sub-account
                    without prior approval of the Commission and under such
                    requirements as it may impose.
    
 
                                                                              11
<PAGE>
   
                    VOTING RIGHTS
    
 
   
                    We 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 our view of
                    present applicable law, we will vote in accordance with
                    written instructions received from persons having the voting
                    interest in the Variable Account. We will vote the shares
                    for which we have not received instructions, as well as
                    shares attributable to us, in the same proportion as we vote
                    shares for which we have received instructions. The series
                    funds do not hold regular meetings of shareholders.
    
 
   
                    The number of shares which you have a right to vote will be
                    determined as of a date chosen by the appropriate series
                    fund but not more than sixty (60) days prior to the meeting
                    of the particular series fund. We will solicit voting
                    instructions by written communication at least fourteen (14)
                    days prior to the meeting.
    
 
   
                    The fund's shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through our separate accounts and the
                    separate accounts of other life insurance companies and, in
                    some cases, qualified plans. The management of the series
                    funds do not see any disadvantage to you arising out of the
                    fact that shares may be made available to separate accounts
                    which are used in connection with both variable annuity and
                    variable life insurance products, and with both ours and
                    other life insurance companies' separate accounts.
                    Nevertheless, the series funds' boards intend to monitor
                    events in order to identify any material irreconcilable
                    conflicts which may arise and to determine what action, if
                    any, they should take in response. 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
    
 
   
                    We have entered into agreements with the various Trusts and
                    their advisers or distributors. Under these agreements, we
                    make the funds available under the Policies and perform
                    certain administrative services. In some cases, the advisers
                    or distributors may compensate us for these services.
    
 
   
DEATH BENEFIT
    
 
   
                    DEATH BENEFIT OPTIONS
    
 
   
                    We offer three different death benefit options. The amount
                    payable under each is determined as of the date of the
                    Insured's death. Option B will be in effect unless you
                    elected Option A or Option C in your application for the
                    Policy or unless a change has been allowed:
    
 
   
                    - 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 you
                    pay and the investment performance of the funds you chose.
    
 
   
                    - 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.
    
 
   
                    - Option C -- the death benefit will be the greater of the
                      specified amount plus the premium payments you make, or
                      the corridor death benefit.
    
 
12
<PAGE>
   
                    Option C provides a death benefit which increases based on
                    premium payments.
    
 
   
                    Under each option the amount payable upon death will be the
                    death benefit, reduced by partial surrenders and by the
                    amount necessary to repay any loans in full.
    
 
   
                    CHANGES IN DEATH BENEFIT OPTION
    
 
   
                    We will allow a death benefit option change upon your
                    written request. You must make your request to the Corporate
                    Variable Products Service Center in a form satisfactory to
                    us, 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.
    
 
   
                    PAYMENT OF DEATH BENEFIT
    
 
   
                    We will compute the death benefit under the Policy as of the
                    date of the Insured's death. We will pay it 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 you or
                    the beneficiary have elected that it be paid under one or
                    more of any settlement options (see "Settlement Options") we
                    may make available. We may delay payment of the death
                    benefit if the Policy is being contested.
    
 
   
                    While the Insured is living, you may elect a settlement
                    option, if available, for the beneficiary and deem it
                    irrevocable by the beneficiary. Or, you may revoke or change
                    a prior election while the Insured is living. The
                    beneficiary may make or change an election within 90 days of
                    the death of the Insured, unless you have made an
                    irrevocable election.
    
 
   
                    All or part of the death benefit may be applied under one or
                    more of the settlement options we may make available.
    
 
   
                    If you assign the Policy as collateral security, we will pay
                    any amount due the assignee in one lump sum. We will pay any
                    excess death benefit due 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 ("the Code"). At the time of purchase, you 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"). You cannot change the selection after the
                    Policy's issue date.
    
 
                                                                              13
<PAGE>
   
                    The applicable percentages for the guideline premium test
                    decrease over time and are
    
 
   
                    - 250% through attained age 40;
    
 
   
                    - 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 you may pay into a life insurance policy for a
                    specified death benefit.
    
 
   
                    The cash value accumulation test does not limit premiums
                    which you may pay 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" at pages 24-27 of this prospectus.
    
 
                    CHANGES IN SPECIFIED AMOUNT
 
   
                    You may make changes in the specified amount of a Policy by
                    submitting a written request to the Corporate Variable
                    Products Service Center in a form satisfactory to us.
    
 
   
                    Changes in the specified amount are subject to the following
                    conditions:
    
 
   
                    - Satisfactory evidence of insurability and a supplemental
                      application may be required for an increase in the
                      specified amount.
    
   
                    - An increase in the specified amount, other than through a
                      change in the death benefit option, will result in an
                      additional 25% premium charge on premium payments up to
                      the increase in target premium on premium payments
                      received during the 12 months following the increase. The
                      additional premium charge will be applied to the portion
                      of premium payments that are attributable to the increase
                      in specified amount.
    
   
                    - No decrease may reduce the specified amount to less than
                      $50,000.
    
   
                    - No decrease may reduce the specified amount below the
                      minimum required to maintain the Policy's status as life
                      insurance under the Code.
    
 
PREMIUM
PAYMENTS;
TRANSFERS
 
                    PREMIUM PAYMENTS
 
   
                    The Policies provide for flexible premium payments. You
                    select the frequency and amount of premium payments. 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 net accumulation value. We
                    reserve the right to decline any application or premium
                    payment.
    
 
                    After the initial premium payment, you must send all premium
                    payments directly to the Corporate Variable Products Service
                    Center. They will be deemed received when they are actually
                    received there.
 
                    You 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.
 
   
                    NET PREMIUM PAYMENTS are the balance of premium payments
                    remaining after we deduct the premium charge.
    
 
14
<PAGE>
                    PREMIUM INCREASES. At any time, you may increase planned
                    premiums or pay additional premiums, but:
 
   
                    -  We may request evidence of insurability 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 we request
                       satisfactory evidence of insurability and you do not
                       provide it, we will refund the increase in premium
                       without interest and without participation of such
                       amounts in any underlying funding options.
    
 
                    -  The total of all premium payments may not 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 limitation, we
                       will only accept that portion of the payment that will
                       make total premiums equal to the maximum. We will return,
                       or apply as otherwise agreed, any part of the premium
                       payment in excess of that amount and no further premium
                       payments will be accepted until allowed by the then-
                       current maximum premium limitations prescribed by law.
 
                    -  If there is any policy indebtedness, we will use any
                       additional net premium payments first as a loan
                       repayment. Any excess will be applied as an additional
                       net premium payment.
 
                    ALLOCATION OF NET PREMIUM PAYMENTS
 
   
                    When you purchase a Policy, you must decide how to allocate
                    net premium payments among the sub-accounts and the Fixed
                    Account. For each Variable Account sub-account, we convert
                    the net premium payment 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. See "Policy Values -- Accumulation Value;
                    Variable Accumulation Unit Value" at page 18 of this
                    prospectus.
    
 
   
                    During the Right-to-Examine Period, we will allocate the net
                    premium payment to the CIGNA VP Group Money Market Fund of
                    the Variable Account. Earnings will be credited from the
                    later of the issue date or the date the premium payment was
                    received. We will allocate the net premium payment directly
                    to the sub-account(s) you selected after expiration of the
                    Right-to-Examine Period as described under "Short-Term Right
                    to Cancel the Policy" at page 23 of this prospectus.
    
 
   
                    Unless you direct us otherwise, we will allocate subsequent
                    net premium payments on the same basis as the most recent
                    previous net premium payment as of the next valuation period
                    after each payment is received.
    
 
                    You may change the allocation for future net premium
                    payments at any time free of charge, effective for premium
                    payments made more than one week after we receive notice of
                    the new allocation.
 
                    TRANSFERS
 
   
                    You may transfer values ($500 minimum) at any time from one
                    sub-account to another. You may also transfer a portion of
                    one or more sub-accounts to the Fixed Account within the 30
                    days prior to each policy anniversary. We allow transfers
                    from the Fixed Account in the 30-day period following a
                    policy anniversary. They will be effective as of the next
                    valuation day after your request is received by the
                    Corporate Variable Products Service Center in good order.
                    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. We may
                    further limit transfers from the Fixed Account at any time.
    
 
   
                    Subject to the above restrictions, you may make up to four
                    transfers without charge in any policy year and any value
                    remaining in the Fixed Account or a sub-account after a
    
 
                                                                              15
<PAGE>
   
                    transfer must be at least $500. You must make transfers in
                    writing unless we have previously approved other
                    arrangements. A $25 charge will be imposed for the fifth and
                    succeeding transfers in any policy year.
    
 
   
                    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 your written request is received at the Corporate
                    Variable Products Service Center. The Corporate Variable
                    Products Center must receive transfer requests by 4:00 p.m.
                    Eastern Time in order to be effective that day. Any transfer
                    you make that causes the remaining value of the accumulation
                    units for a sub-account to be less than $500 will result in
                    the remaining accumulation units being cancelled and their
                    aggregate value reallocated proportionately among the other
                    funding options you chose. You should carefully consider
                    current market conditions and each fund's investment
                    policies and related risks before you allocate money to the
                    sub-accounts. See pages 10-11 of this prospectus.
    
 
   
                    We may, at our sole discretion, waive minimum balance
                    requirements on the sub-accounts.
    
 
CHARGES;
FEES
   
                    PREMIUM CHARGES
    
 
   
                    We will make the following deductions for premium charges:
    
 
                    -  6.5% from every premium payment.
 
   
                    -  An additional 45% on premium payments up to target
                       premium in the first policy year.
    
 
   
                    -  An additional 12% on premium payments up to target
                       premium in policy years two through ten.
    
 
   
                    If the specified amount is increased, other than through a
                    change in the death benefit option, during the twelve months
                    following the increase we will deduct the following from
                    that portion of the premium payment attributable to the
                    increase in specified amount:
    
 
   
                    -  An additional 25% on premium payments up to the increase
                       in the target premium.
    
 
   
                    The premium charge represents state taxes and federal income
                    tax liabilities and a portion of our sales expense. We
                    estimate that:
    
 
   
                    -  2.25% will be used for premium taxes, which may be higher
                       or lower than the actual tax imposed by the applicable
                       jurisdiction; it is in the mid-range of state premium
                       taxes which range from 1.75% to 5.0%.
    
 
   
                    -  1.25% will be used to meet federal income tax liabilities
                       attributable to the payment of deferred acquisition
                       costs.
    
 
   
                    -  3.0% (plus 45% of up to target premium during the first
                       policy year and 12% of up to target premium during policy
                       years two through ten) is for sales load.
    
 
                    There is no deferred sales charge.
 
                    POLICY ISSUE FEE
 
   
                    We deduct a one-time policy issue fee of $175 from the
                    accumulation value for a portion of our administrative
                    expenses.
    
 
                    MONTHLY DEDUCTIONS
 
   
                    We deduct $8 monthly from the net accumulation value for
                    administrative expenses. This charge is for items such as
                    premium billing and collection, policy value calculations,
                    confirmations and periodic reports. The charge will not
                    exceed our costs.
    
 
16
<PAGE>
   
                    We also make a monthly deduction from the net accumulation
                    value for the Cost of Insurance and any charges for
                    supplemental riders. The Cost of Insurance depends on the
                    attained age, years since issue and risk class (in
                    accordance with state law) of the insurance and the current
                    net amount at risk.
    
 
   
                    We determine the Cost of Insurance 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. We base the Policy's guaranteed maximum Cost of
                    Insurance rates for standard risks, per $1,000 net amount at
                    risk, on the 1980 Commissioners Standard Ordinary Mortality
                    Tables, age nearest birthday ("1980 CSO").
    
 
   
                    We deduct these monthly charges 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 cancelled accumulation units from each
                    funding option in the same proportion as the respective
                    values have to the net accumulation value. The monthly
                    deductions are made on the monthly anniversary day.
    
 
   
                    DAILY DEDUCTIONS
    
 
                    -  ADMINISTRATIVE FEE
 
   
                    For administrative costs, we make a daily deduction from
                    amounts held in the Variable Account and the Fixed Account.
                    This deduction is currently equivalent to .10% per year
                    during the first fifteen policy years. We guarantee this
                    deduction will not exceed .30% per year.
    
 
   
                    -  MORTALITY AND EXPENSE RISK CHARGE
    
 
   
                    For mortality and expense risks, we make a daily deduction
                    from amounts held in the Variable Account and the Fixed
                    Account. This deduction is currently equivalent to .70% per
                    year during the first fifteen policy years and .25%
                    thereafter. We guarantee this deduction will not exceed .90%
                    per year.
    
 
   
                    TRANSACTION FEE FOR EXCESS TRANSFERS
    
 
   
                    We will charge a $25 transaction fee for each transfer
                    between funding options in excess of four per policy year.
    
 
   
                    SURRENDERS DURING FIRST THREE POLICY YEARS -- REFUND OF
                    PORTION OF PREMIUM CHARGES
    
 
                    If you surrender the Policy during the first 12 months after
                    issue, we will pay you a credit equal to:
 
   
                    -  100% of all premium charges previously deducted in excess
                       of 3.5% of all premiums paid.
    
 
                    If you surrender the Policy during months 13 through 24
                    after issue, we will pay you a credit equal to:
 
   
                    -  50% of all premium charges previously deducted in excess
                       of 3.5% of all premiums paid.
    
 
                    If you surrender the Policy during months 25 through 36
                    after issue, we will pay you a credit equal to:
 
   
                    -  33% of all premium charges previously deducted in excess
                       of 3.5% of all premiums paid.
    
 
   
                    If you surrender a Policy during the first two policy years,
                    however, in no event will the aggregate premium charge
                    retained by us for sales and promotional expenses exceed:
    
 
   
                    -  30% of the sum of premium payments in the first two
                       policy years up to one guideline annual premium, plus
    
 
                                                                              17
<PAGE>
   
                    -  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 surrender may result in tax implications. See "Tax
                    Matters".
 
   
                    Based on our actuarial determination, we are not certain
                    whether the premium charge, the policy issue fee, and the
                    monthly administrative expense deduction will cover all
                    sales and administrative expenses that we 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 our General Account, which
                    supports insurance and annuity obligations.
    
 
THE FIXED
ACCOUNT
 
                    The Fixed Account is funded by the assets of our General
                    Account. Amounts held in the Fixed Account will be credited
                    with interest at rates we declare from time to time. The
                    minimum rate which will be credited is 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 our 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 our General Account has been registered
                    under 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, we have 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, we credit each net premium
                    payment allocated to a sub-account of the Variable Account
                    in the form of accumulation units representing the fund in
                    which assets of that sub-account are invested. We will
                    credit each net premium payment to the Policy at 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). We determine
                    the number of accumulation units credited by dividing the
                    net premium payment by the value of an accumulation unit
                    next computed after its 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.
    
 
   
                    We determine the accumulation value of a Policy 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).
    
 
18
<PAGE>
   
                    The number of accumulation units we credit 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
                    Fixed 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.
    
 
   
                    You will be advised at least annually as to the number of
                    accumulation units which remain credited to the Policy, the
                    current accumulation unit values, your interest in: (a) the
                    Variable Account value, (b) the Fixed Account value, and (c)
                    the loan account value.
    
 
   
                    Accumulation value will be affected by monthly deductions.
    
 
                    VARIABLE ACCUMULATION UNIT VALUE
 
   
                    We determine the value of a variable accumulation unit for
                    any valuation period by:
    
 
   
                    a) multiplying the value of that variable accumulation unit
                       for the immediately preceding valuation period, by
    
 
   
                    b) the net investment factor for the current period for the
                       appropriate sub-account.
    
 
   
                    We determine the net investment factor 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.
    
   
                    c) Equals 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 you can
                    receive in cash by surrendering the Policy. All or part of
                    the surrender value may be applied to one or more of any
                    settlement options that we might make available through a
                    rider attached to the Policy.
    
 
SURRENDERS
 
                    PARTIAL SURRENDERS
 
   
                    You can make a partial surrender at any time by writing us
                    at the Corporate Variable Products Service Center during the
                    lifetime of the Insured and while the Policy is in force. We
                    will charge a $25 transaction fee for any partial
                    surrenders.
    
 
   
                    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. A
                    partial surrender may not be less than $500.
    
 
                                                                              19
<PAGE>
   
                    -  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.
    
 
   
                    We will not allow the specified amount remaining in force
                    after a partial surrender to be less than $50,000. We will
                    not grant any request for a partial surrender that would
                    reduce the specified amount below this amount. 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, we may limit the decrease 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, we
                    will deduct the $25 transaction charge from the amount paid
                    from the values in each funding option, unless we agree
                    otherwise with you.
    
 
                    FULL SURRENDERS
 
   
                    You may make a full surrender at any time. We will pay the
                    surrender value next computed after receiving your written
                    request at the Corporate Variable Products Service Center in
                    a form satisfactory to us. We will usually pay any portion
                    of a full surrender that is derived from the Variable
                    Account within seven calendar days of receipt of your
                    request.
    
 
                    DEFERRAL OF PAYMENT AND TRANSFERS
 
                    We may postpone payment of the surrendered amount from the
                    Variable Account when the New York Stock Exchange is closed
                    and for such other periods as the Commission may require. We
                    may defer payment or transfer from the Fixed Account up to
                    six months. If we exercise our right to defer such payments
                    or transfers, interest will be added as required by law.
 
LAPSE AND
REINSTATEMENT
 
                    LAPSE OF A POLICY
 
   
                    A lapse occurs if a monthly deduction is greater than the
                    net accumulation value and no payment to cover the monthly
                    deduction is made within the grace period. We will send you
                    a lapse notice at least 31 days before the grace period
                    expires.
    
 
   
                    Depending on the investment performance of the funding
                    options, the net accumulation value may be insufficient to
                    keep this Policy in force, particularly if you have taken
                    any loans or made any partial surrenders. It may be
                    necessary for you to make an additional premium payment.
    
 
                    REINSTATEMENT OF A LAPSED POLICY
 
                    You can apply for reinstatement at any time during the
                    Insured's lifetime. To reinstate a Policy, we require
                    satisfactory evidence of insurability and an amount
                    sufficient to pay for the current monthly deduction plus
                    twelve additional monthly deductions.
 
20
<PAGE>
POLICY LOANS
 
   
                    A policy loan requires that a loan agreement be executed and
                    that the Policy be assigned to us. 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" (i.e. an amount equal to the sum of all
                    unpaid Policy loans and loan interest.) If Policy values are
                    held in more than one funding option, withdrawals from each
                    option will be made in proportion to the assets in each
                    option at the time of the loan for transfer to the loan
                    account, unless you instruct us otherwise, in writing, at
                    the Corporate Variable Products Service Center.
    
 
                    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 we will withdraw
                    net interest proportionately from the values in each funding
                    option.
 
   
                    We will credit interest on the loan account value. Our
                    current practice is to credit interest at an annual rate
                    equal to the interest rate charged on the loan minus:
    
 
                    -  .80% (guaranteed not to exceed 1.2%) during year one,
 
                    -  .70% (guaranteed not to exceed 1.2%) during years 2-15,
                       and
 
                    -  .15% (guaranteed not to exceed 1.2%) annually thereafter.
 
                    In no case will the annual credited interest rate be less
                    than 3.8%.
 
   
                    We will allocate repayments on the loan among the funding
                    options according to current net premium payment
                    allocations. However, we maintain the right to require that
                    amounts loaned from the Fixed Account be allocated to the
                    Fixed Account upon repayment. We will reduce the loan
                    account value 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.
    
 
   
                    This is 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.
                    The effect could be favorable or unfavorable, depending on
                    the investment results of the Variable Account or the Fixed
                    Account while the loan is outstanding.
    
 
SETTLEMENT OPTIONS
 
                    We may pay proceeds in the form of settlement options
                    through the addition of a rider. A settlement option may be
                    selected:
 
                    -  at the beneficiary's election upon the Insured's death,
                       or
 
                    -  while the Insured is alive, upon your election.
 
                    You may request, in writing, to elect, change, or revoke a
                    settlement option before payments begin. Your request must
                    be in a form satisfactory to us and will take effect upon
                    its receipt at the Corporate Variable Products Service
                    Center. After the first payment, all payments will be made
                    on the first day of each month.
 
                                                                              21
<PAGE>
   
                    Examples of possible settlement options are:
    
 
                    -  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 us 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 we offer at the time
                       the request is made.
 
ADDITIONAL INSURANCE BENEFIT
 
   
                    We can issue the Policy 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. We exclude this benefit from the specified
                    amount when calculating the charges and fees for the Policy
                    and when calculating the guideline annual premium and target
                    premium.
    
 
   
                    We add the cost of the benefit to the monthly deduction. The
                    cost is dependent on the attained age, years since issue,
                    risk class and gender classification. We 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 you to increase the
                    insurance protection under the Policy.
    
 
JOINT AND SURVIVORSHIP BENEFIT
 
   
                    We can issue the Policy with a joint and survivorship rider.
                    The rider would enable us to issue the Policy on the lives
                    of two Insureds and to pay the death benefit upon the death
                    of the second of two Insureds to die. If you elect to add
                    this benefit to your Policy, you should:
    
 
   
                    -  interpret any reference in this prospectus to the "death
                       of the Insured", or "the Insured's death", or similar
                       context as "the death of the second of the two Insureds
                       to die";
    
 
   
                    -  interpret any discussions in this prospectus of the
                       features of the Policy allowed "while the Insured is
                       alive", or "during the lifetime of the Insured", or
                       similar context as allowed "while at least one of the
                       Insureds is alive".
    
 
   
                    Other sections of this prospectus that would be affected by
                    the addition of this benefit are:
    
 
   
                    -  Incontestability (see Page 24): The policy or increase
                       must be in force for two (2) years during the lifetime of
                       each Insured.
    
 
   
                    -  Misstatement of Age (see Page 24): By reason of the rider
                       the provision relates to either Insured.
    
 
   
                    -  Suicide (see Page 24): By reason of the rider the
                       provision relates to either Insured.
    
 
   
                    The cost of the rider is reflected in the monthly Cost of
                    Insurance rates. Those rates are based on the attained age,
                    years since issue, risk class and gender classification of
                    each person insured. We use an actuarial formula that
                    reflects one-alive and both-alive probabilities to determine
                    the Cost of Insurance rates. No other charges and fees for
                    the Policy will change as a result of the addition of the
                    joint and survivorship rider.
    
 
22
<PAGE>
OTHER POLICY PROVISIONS
 
   
                    ISSUANCE
    
 
                    We will only issue a Policy upon receipt of satisfactory
                    evidence of insurability and, generally, only where the
                    Insured is below age 75.
 
                    SHORT-TERM RIGHT TO CANCEL THE POLICY
 
   
                    You may return a Policy for cancellation and a full refund
                    of premium within 10 days after the Policy is received,
                    unless otherwise stipulated by state law requirements. We
                    will hold the initial premium payment made when the Policy
                    is issued in the CIGNA VP Money Market Fund of the Variable
                    Account. We will not allocate it to any other variable
                    sub-accounts, even if you may have so directed, until
    
 
                    -  the fifteenth day after the Policy is mailed to you if
                       the state law Right-to-Examine Period is 10 days after
                       the Policy is received by you,
 
                    -  the twenty-fifth day after the Policy is mailed to you if
                       the state law Right-to-Examine Period is 20 days, or
 
                    -  the thirty-fifth day after the Policy is mailed to you if
                       the state law Right-to-Examine Period is 30 days.
 
                    If you return the Policy for cancellation in a timely
                    fashion, we will usually pay the refund of premiums, without
                    interest, within seven days of your notice of cancellation.
                    A refund of premiums paid by check may be delayed, however,
                    until the check clears.
 
                    POLICY OWNER
 
                    While the Insured is living, all rights in the Policy are
                    vested in the policy owner named in the application or as
                    subsequently changed, subject to assignment, if any.
 
                    You may name a new policy owner while the Insured is living.
                    Any such change in ownership must be in a written form
                    satisfactory to us 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 we take before it was
                    recorded. We 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 the 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.
 
                    You may name a new beneficiary while the Insured is living.
                    Any change must be in a written form satisfactory to us 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 we take before it was recorded.
 
                    If any beneficiary predeceases the Insured, that
                    beneficiary's interest passes to any surviving
                    beneficiary(ies), unless otherwise provided. We will pay
                    multiple beneficiaries in equal shares, unless otherwise
                    provided. We will pay the death proceeds to the policy owner
                    or the policy owner's executor(s), administrator(s) or
                    assigns if no named beneficiary survives the Insured.
 
                                                                              23
<PAGE>
                    RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
 
   
                    You may, within the first two policy years, exchange the
                    Policy for a flexible premium adjustable life insurance
                    policy offered by our Corporate Insurance Department at that
                    time. The benefits for the new policy will not vary with the
                    investment experience of a separate account. You must elect
                    the exchange within 24 months from the Policy's issue date.
                    We will not require evidence of insurability for the
                    exchange.
    
 
                    Under the new policy:
 
                    -  The policy owner, the Insured and the beneficiary will be
                       the same as those under the exchanged Policy on the
                       effective date of the exchange.
 
   
                    -  The death benefit on the exchange date will not be more
                       than the death benefit of the original Policy immediately
                       prior to the exchange date.
    
 
                    -  The issue date and issue age will be the same as that of
                       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 on the original Policy will be
                       transferred.
    
 
                    INCONTESTABILITY
 
   
                    We 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
                    date of issue. For any increase in specified amount
                    requiring evidence of insurability, we 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
 
   
                    We will adjust the death benefit and accumulation value if
                    the Insured's age has been misstated. 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.
    
 
                    SUICIDE
 
   
                    If the Insured dies by suicide, while sane or insane, within
                    two years from the issue date, we 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, we will pay no more than a
                    refund of the monthly charges for the cost of such
                    additional benefit.
    
 
                    NONPARTICIPATING POLICIES
 
                    These are nonparticipating Policies on which no dividends
                    are payable. These Policies do not share in our profits or
                    surplus earnings.
 
TAX MATTERS
 
   
                    The following discussion is general and is not intended as
                    tax advice. You should consult counsel and other competent
                    advisers for more complete information. This discussion is
                    based on our understanding of federal income tax laws as the
                    Internal Revenue Service currently interprets them. No
                    representation is made as to the likelihood of continuation
                    of these current laws and interpretations.
    
 
24
<PAGE>
                    POLICY PROCEEDS
 
   
                    Section 7702 of the Code provides a definition of a life
                    insurance policy for federal tax purposes. Complying with
                    either the cash value test or the guideline premium test set
                    forth in Section 7702 can satisfy this definition. We 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. If a Policy
                    were determined not to be a life insurance contract for
                    purposes of Section 7702, however, 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 it 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. You 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 of the Code. Because the Policy provides
                    for flexible premium payments, we will monitor whether
                    additional premium payments or other changes result in a
                    Policy's becoming a modified endowment contract.
    
 
                    In addition to meeting the tests required under Section 7702
                    and Section 7702A, Section 817(h) of the Code requires that
                    the investments of separate accounts such as the Variable
                    Account be adequately diversified. Treasury regulation
                    1.817-5 issued by the Secretary of the Treasury set the
                    standards for measuring the adequacy of this
                    diversification.
 
                    Generally:
 
                    -  No more that 55% of the value of the total assets may be
                       represented by any one (1) investment
 
                    -  No more than 70% of such value may be represented by any
                       two (2) investments.
 
                    -  No more than 80% of such value may be represented by any
                       three (3) investments; and
 
                    -  No more than 90% of such value may be represented by any
                       four (4) investments.
 
                                                                              25
<PAGE>
                    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. We
                    believe the Varible 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, we
                    will take whatever steps are available to remain in
                    compliance.
 
                    The following may have adverse tax consequences:
 
                    -  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;
    
 
   
                    -  A 1035 exchange;
    
 
                    -  The exchange of a Policy for a fixed-benefit policy, or
 
                    -  The assignment of a Policy.
 
                    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
 
   
                    We are 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.
    
 
                    We do 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, we determine that on a
                    separate company basis such taxes may be incurred, we
                    reserve the right to assess a charge for such taxes against
                    the Variable Account.
 
                    We 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.
 
26
<PAGE>
   
OTHER MATTERS
    
 
                    DIRECTORS AND OFFICERS OF THE COMPANY
 
   
                    The following persons are our Directors and Principal
                    Officers. The address of each is 900 Cottage Grove Road,
                    Hartford, CT 06152. We or our affiliates have employed each
                    for more than five years except for Mr. Pacy, Mr. Wahlman,
                    Mr. Pastore and Ms. Cooper.
    
 
                    -  Prior to January, 1995, Mr. Pacy was Senior Manager-IT
                       Infrastructure and Technology Management Officer, Digital
                       Equipment Corporation.
 
   
                    -  Prior to September, 1998, Mr. Wahlman was Director of
                       Accounting and Regulatory Policy, Bank One Corporation.
    
 
   
                    -  Prior to December, 1995, Mr. Pastore was Vice President
                       of Citicorp.
    
 
   
                    -  Prior to January, 1999, Ms. Cooper was an Associate
                       Attorney with Roginson, Donovan, Madden & Barry, P.C.
    
 
   
<TABLE>
<CAPTION>
                                       POSITIONS AND OFFICES
             NAME                         WITH THE COMPANY
- ------------------------------  ------------------------------------
<S>                             <C>
Thomas C. Jones                 President and Director
                                (Principal Executive Officer)
John Wilkinson                  Vice President and Actuary
                                (Principal Financial Officer)
Robert E. Wahlman               Vice President
                                (Principal Accounting Officer)
Susan L. Cooper                 Corporate Secretary
Andrew G. Helming               Secretary
Stephen C. Stachelek            Vice President and Treasurer
William M. Pastore              Director and Chairman of the Board
Harold W. Albert                Director
Robert W. Burgess               Director
John Cannon, III                Director and Chief Counsel
Joseph M. Fitzgerald            Director and Senior Vice President
Carol M. Olsen                  Director and Senior Vice President
John E. Pacy                    Director and Senior Vice President
Marc L. Preminger               Director and Senior Vice President
Patricia L. Rowland             Director and Senior Vice President
W. Allen Schaffer, M.D.         Director and Senior Vice President
</TABLE>
    
 
                    DISTRIBUTION OF POLICIES
 
                    Licensed insurance agents will sell the Policies 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). We will distribute the Policies through our
                    principal underwriter, CIGNA Financial Services, Inc.
                    ("CFS"), whose address is 280 Trumbull Street, Hartford,
                    Connecticut. CFS is a Delaware corporation organized in
                    1995.
 
                    Gross commissions paid by us on the sale of Policies will
                    not exceed:
 
   
                    -  First Year: 45% of target premium, plus 3% of any premium
                       payment in excess of target premium.
    
 
   
                    -  Years 2 through 10: 15% of target premium, plus 3% of any
                       premium payment in excess of target premium.
    
 
   
                    -  Renewal: 3% of premium payments, plus 25% of any increase
                       in target premium.
    
 
   
                    In addition, we will pay annual renewal compensation of up
                    to .10% of net accumulation value beginning in the second
                    year.
    
 
                                                                              27
<PAGE>
                    CHANGES OF INVESTMENT POLICY
 
   
                    We may materially change the investment policy of the
                    Variable Account. We must inform you and obtain all
                    necessary regulatory approvals. We must submit any change to
                    the various state insurance departments, which may
                    disapprove it if deemed detrimental to the policy owners'
                    interests or if it renders our 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 us on the life of the Insured.
                    You must make this conversion by 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 the date you are
                       informed of such change.
 
                    We 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
 
                    We presently and will, from time to time, offer other
                    variable life insurance policies and variable annuity
                    contracts with benefits which vary in accordance with the
                    investment experience of a separate account of the Company.
 
                    STATE REGULATION
 
                    We are subject to the laws of Connecticut governing
                    insurance companies and to regulation by the Connecticut
                    Insurance Department. We file an annual statement in a
                    prescribed form with the Insurance Department each year
                    covering our operation for the preceding year and our
                    financial condition as of the end of such year. Regulation
                    by the Insurance Department includes periodic examination to
                    determine our contract liabilities and reserves so that the
                    Insurance Department may certify the items are correct. Our
                    books and accounts are subject to review by the Insurance
                    Department at all times and a full examination of our
                    operations is conducted periodically by the Connecticut
                    Insurance Department. Such regulation does not, however,
                    involve any supervision of management or investment
                    practices or policies.
 
                    REPORTS TO POLICY OWNERS
 
   
                    We maintain 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, the 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.
    
 
                    We will also send you annual reports containing financial
                    statements for the Variable Account and annual and
                    semi-annual reports of the funds to the extent required by
                    the 1940 Act.
 
   
                    In addition, we will send you 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 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 our financial strength or claims-paying
                    ability.
 
                    The ratings are not intended to reflect the investment
                    experience or financial strength of the Variable Account. We
                    may advertise these ratings from time to time. In addition,
                    we may include in certain advertisements, endorsements in
                    the form of a list of organizations, individuals or other
                    parties that recommend the Company or the Policies.
                    Furthermore, we 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 we
                    and the Variable Account are parties or to which any of our
                    property is subject. The principal underwriter, CFS, is not
                    engaged in any material litigation of any nature.
 
                    EXPERTS
 
                    An actuarial opinion regarding the representativeness of
                    illustrations in this prospectus has been rendered by
                    Michelle L. Kunzman, FSA, MAAA, 280 Trumbull Street,
                    Hartford, CT 06104, as stated in the opinion filed as an
                    exhibit to the Registration Statement given on her authority
                    as an expert in actuarial matters.
 
                    Legal matters in connection with the Policies described in
                    this prospectus are being passed upon by Mark A. Parsons,
                    Esq. Chief Counsel, CIGNA Retirement & Investment Services,
                    900 Cottage Grove Road, Hartford, CT 06152, in the opinion
                    filed as an exhibit to the Registration Statement given on
                    his authority as an expert in these matters.
 
   
                    The consolidated financial statements of Connecticut General
                    Life Insurance Company as of December 31, 1998 and 1997 and
                    for each of the three years in the period ended December 31,
                    1998 included in the prospectus as well as the Statement of
                    Assets and Liabilities of the Variable Account at December
                    31, 1998 and the Statements of Operations for the period
                    ended December 31, 1998 and the Statements of Changes in Net
                    Assets for the periods ended December 31, 1998 and 1997 have
                    been so included in reliance on the reports of
                    PricewaterhouseCoopers LLP, independent accountants, given
                    on the authority of said firm as experts in auditing and
                    accounting.
    
 
                    REGISTRATION STATEMENT
 
                    We have filed a Registration Statement with the Securities
                    and Exchange Commission under the Securities Act of 1933, as
                    amended, with respect to the Policies offered by way of this
                    prospectus. 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.
 
                    YEAR 2000
 
   
                    Variable Life Separate Account 02 is a Connecticut General
                    Life Insurance Company separate account established under
                    Connecticut insurance law. We are highly dependent on
                    automated systems and systems applications in conducting our
                    ongoing operations. If these systems were unable to process
                    data accurately because of failing to be Year
    
 
                                                                              29
<PAGE>
   
                    2000 ready, these activities (including the processing of
                    transactions and other normal business activities for the
                    Variable Account) would be interrupted and could have a
                    material adverse effect on our operational results. Making
                    sure our customers and participants continue to receive
                    uninterrupted services through 2000 and beyond is our
                    highest business priority.
    
 
   
                    Our CEO and senior management continue to ensure that the
                    business implications of Year 2000, both external and
                    internal, are addressed. Our operational and financial plans
                    address both Year 2000 business and systems issues. Our
                    internal auditors are actively involved in monitoring our
                    progress. We are applying formalized project monitoring,
                    best practices, and operating principles to Year 2000
                    issues. We are refining contingency and business resumption
                    plans to reduce the likelihood that Year 2000 events outside
                    of our control will adversely affect customer services, and
                    to be prepared if, despite our best efforts, we are affected
                    by Year 2000 issues.
    
 
   
                    In addition, we have relationships with various third-party
                    entities in the ordinary course of business. We have
                    identified third-party entities critical to our operations
                    and are assessing and attempting to mitigate our risks due
                    to the failure of these entities to be Year 2000 ready. We
                    are in the process of a comprehensive analysis of the
                    operational problems that would be reasonably likely to
                    result from the failure by certain third-parties to complete
                    efforts necessary to achieve Year 2000 compliance on a
                    timely basis.
    
 
   
                    We are closely monitoring the mutual funds that are offered
                    through the Variable Account and the reports we have
                    received indicate that all are taking the necessary steps to
                    become ready. We will continue to follow-up with them in
                    1999 to ensure there will be a smooth transition into the
                    next millennium. Due to the intricacies and interactions of
                    companies in the financial service industry, they have
                    limited control over Y2K issues that span multiple firms,
                    markets, and countries.
    
 
   
                    Further, we are actively working with our key outsourced
                    service suppliers to assess both their on-going business
                    viability as well as the continued compatibility of our
                    electronic interfaces. We have identified the key service
                    suppliers and we are taking steps with them to ensure
                    uninterrupted service to clients.
    
 
   
                    We expect the millenium change will not materially affect
                    our ability to meet customer commitments, provide expected
                    customer service, and meet financial targets. Please visit
                    the Company's web site at http://www.cigna.com for
                    additional information about CIGNA and the Year 2000,
                    including copies of our required SEC filings.
    
 
   
                    This is a "Year 2000 readiness disclosure" as the term is
                    defined under the "Year 2000 Information and Readiness
                    Disclosure Act". This Year 2000 readiness disclosure is
                    published with the approval of CIGNA Retirement & Investment
                    Services. We make the disclosure with respect to our Year
                    2000 processing and of the products or services we offer.
    
 
                    FINANCIAL STATEMENTS
 
                    The consolidated balance sheets of the Company and its
                    subsidiaries as of December 31, 1998 and 1997 and related
                    consolidated statements of income and retained earnings and
                    cash flows for the years ended December 31, 1998, 1997 and
                    1996 follow. They should be considered only as bearing upon
                    the ability of the Company to meet our obligations under the
                    Policies.
 
   
                    The Statement of Assets and Liabilities of the Variable
                    Account at December 31, 1998 and related Statements of
                    Operations for the period ended December 31, 1998 and
                    Statements of Changes in Net Assets for the periods ended
                    December 31, 1998 and 1997 also follow. The Variable Account
                    commenced operations on December 24, 1996.
    
 
30
<PAGE>
 
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICEWATERHOUSECOOPERS                                          [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Shareholder of
Connecticut General Life Insurance Company
 
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income and changes in
shareholder's equity and of cash flows present fairly, in all material respects,
the financial position of Connecticut General Life Insurance Company and its
subsidiaries at December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
 
/s/ PRICEWATERHOUSECOOPERS LLP
 
February 9, 1999
 
                                                                              31
<PAGE>
                            CONNECTICUT GENERAL LIFE
 
                               INSURANCE COMPANY
 
                       CONSOLIDATED FINANCIAL STATEMENTS
 
   
                               DECEMBER 31, 1998
    
 
32
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)
- -----------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
 
REVENUES
Premiums and fees...................................................  $   5,683  $   5,376  $   5,314
Net investment income...............................................      2,637      3,139      3,199
Realized investment gains...........................................         93         45         37
Other revenues......................................................        427         10          9
                                                                      ---------  ---------  ---------
    Total revenues..................................................      8,840      8,570      8,559
                                                                      ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses............................      5,802      5,917      6,069
Policy acquisition expenses.........................................         44        122        143
Other operating expenses............................................      1,763      1,618      1,477
                                                                      ---------  ---------  ---------
    Total benefits, losses and expenses.............................      7,609      7,657      7,689
                                                                      ---------  ---------  ---------
INCOME BEFORE INCOME TAXES..........................................      1,231        913        870
                                                                      ---------  ---------  ---------
Income taxes (benefits):
  Current...........................................................        636        347        394
  Deferred..........................................................       (211)       (49)       (81)
                                                                      ---------  ---------  ---------
    Total taxes.....................................................        425        298        313
- -----------------------------------------------------------------------------------------------------
NET INCOME..........................................................  $     806  $     615  $     557
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                              33
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
- ----------------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                        1998                  1997
<S>                                                       <C>        <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------------
 
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost, $16,820;
   $20,962)........................................................  $  18,067             $  22,323
  Mortgage loans...................................................      8,875                10,090
  Equity securities, at fair value (cost, $62; $75)................         47                    54
  Policy loans.....................................................      6,091                 7,146
  Real estate......................................................        712                   749
  Other long-term investments......................................        159                   166
  Short-term investments...........................................         85                   173
                                                                     ---------             ---------
      Total investments............................................     34,036                40,701
  Cash and cash equivalents........................................      1,026                   923
  Accrued investment income........................................        494                   602
  Premiums and accounts receivable.................................        939                   811
  Reinsurance recoverables.........................................      7,278                 1,271
  Deferred policy acquisition costs................................        187                   834
  Property and equipment...........................................        365                   291
  Deferred income taxes............................................        865                   653
  Goodwill and other intangibles...................................        730                   474
  Other assets.....................................................        236                   276
  Separate account assets..........................................     34,648                29,217
- ----------------------------------------------------------------------------------------------------
      Total assets.................................................  $  80,804             $  76,053
- ----------------------------------------------------------------------------------------------------
                                                                     -------------------------------
LIABILITIES
Contractholder deposit funds.......................................  $  30,614             $  30,449
Future policy benefits.............................................      8,286                 8,224
Unpaid claims and claim expenses...................................      1,286                 1,225
Unearned premiums..................................................        162                   260
                                                                     ---------             ---------
      Total contractholder and insurance liabilities...............     40,348                40,158
Accounts payable, accrued expenses and other liabilities...........      2,523                 2,428
Current income taxes...............................................         65                    --
Separate account liabilities.......................................     34,340                29,021
- ----------------------------------------------------------------------------------------------------
      Total liabilities............................................     77,276                71,607
- ----------------------------------------------------------------------------------------------------
CONTINGENCIES -- NOTE 13
SHAREHOLDER'S EQUITY
Common stock (6 shares issued and outstanding).....................         30                    30
Additional paid-in capital.........................................      1,072                   766
Net unrealized appreciation, fixed maturities...........        243                   282
Net unrealized (depreciation), equity securities........        (25)                  (26)
Net translation of foreign currencies...................          2                     2
                                                          ---------             ---------
Accumulated other comprehensive income.............................        220                   258
Retained earnings..................................................      2,206                 3,392
- ----------------------------------------------------------------------------------------------------
      Total shareholder's equity...................................      3,528                 4,446
- ----------------------------------------------------------------------------------------------------
      Total liabilities and shareholder's equity...................  $  80,804             $  76,053
- ----------------------------------------------------------------------------------------------------
                                                                     -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
34
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN SHAREHOLDER'S
                                     EQUITY
 
   
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)
- ------------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                1998                           1997                           1996
- ------------------------------------------------------------------------------------------------------------------------------
                                      COMPREHENSIVE  SHAREHOLDER'S   COMPREHENSIVE SHAREHOLDER'S    COMPREHENSIVE  SHAREHOLDER'S
                                             INCOME       EQUITY           INCOME         EQUITY           INCOME       EQUITY
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>          <C>              <C>            <C>              <C>
COMMON STOCK......................                    $      30                      $      30                     $        30
ADDITIONAL PAID-IN CAPITAL........                        1,072                            766                             766
ACCUMULATED OTHER COMPREHENSIVE
 INCOME -- BEGINNING OF YEAR......                          258                            191                             478
Net unrealized appreciation
 (depreciation)-- fixed
 maturities.......................     $     (39)           (39)     $      69              69       $    (276)           (276)
Net unrealized appreciation
 (depreciation) -- equity
 securities.......................             1              1             (1)             (1)            (12)            (12)
                                             ---                           ---                           -----
Net unrealized appreciation
 (depreciation) on securities.....           (38)                           68                            (288)
Net translation of foreign
 currencies.......................             -              -             (1)             (1)              1               1
                                             ---                           ---                           -----
  Other comprehensive (loss)
   income.........................           (38)                           67                            (287)
                                                     -----------                        ------                     -----------
ACCUMULATED OTHER COMPREHENSIVE
 INCOME -- END OF YEAR............                          220                            258                             191
                                                     -----------                        ------                     -----------
RETAINED EARNINGS -- BEGINNING OF
 YEAR.............................                        3,392                          3,177                           3,220
  Net income......................           806            806            615             615             557             557
  Dividends declared..............                       (1,992)                          (400)                           (600)
                                                     -----------                        ------                     -----------
  RETAINED EARNINGS -- END OF
   YEAR...........................                        2,206                          3,392                           3,177
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME AND
 SHAREHOLDER'S EQUITY.............     $     768      $   3,528      $     682       $   4,446       $     270     $     4,164
</TABLE>
    
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                              35
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                         1998       1997       1996
- ---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................  $     806  $     615  $     557
Adjustments to reconcile net income to net cash (used in) provided
  by operating activities:
  Insurance liabilities...........................................         67         78         57
  Reinsurance recoverables........................................         (7)        68        (11)
  Premiums and accounts receivable................................       (179)       106         77
  Deferred income taxes, net......................................       (211)       (49)       (82)
  Other assets....................................................       (339)       (54)        43
  Deferred policy acquisition costs...............................        (12)       (97)       (92)
  Accounts payable, accrued expenses, other liabilities and
   current income taxes...........................................        149         41       (113)
  Depreciation and goodwill amortization..........................        113         88         94
  Gain on sale of business........................................       (418)        --         --
  Other, net......................................................        (50)       (99)      (151)
                                                                    ---------  ---------  ---------
    Net cash (used in) provided by operating activities...........        (81)       697        379
                                                                    ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities................................................      2,869      1,583      1,589
  Mortgage loans..................................................      1,052        807        640
  Equity securities...............................................         15         14         13
  Real estate.....................................................         98        401        345
  Policy loans....................................................        382         --         --
  Other (primarily short-term investments)........................      6,724      6,447      3,613
Investment maturities and repayments:
  Fixed maturities................................................      2,797      2,394      2,634
  Mortgage loans..................................................        421        601        630
Investments purchased:
  Fixed maturities................................................     (3,881)    (4,339)    (3,834)
  Mortgage loans..................................................     (1,611)    (1,426)    (1,300)
  Equity securities...............................................         (7)        (9)        (3)
  Policy loans....................................................         --        (13)      (207)
  Other (primarily short-term investments)........................     (7,652)    (6,296)    (3,930)
  Net cash from disposition of business...........................      1,295         --         --
  Other, net......................................................       (274)      (102)       (94)
                                                                    ---------  ---------  ---------
    Net cash provided by investing activities.....................      2,228         62         96
                                                                    ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder deposit funds:
  Deposits and interest credited..................................      7,050      7,634      7,260
  Withdrawals and benefit payments................................     (7,106)    (7,023)    (7,135)
Dividends paid to parent..........................................     (1,992)      (400)      (600)
Other, net........................................................          4        (47)        --
      Net cash (used in) provided by financing activities.........     (2,044)       164       (475)
- ---------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents.........................        103        923         --
Cash and cash equivalents, beginning of year......................        923         --         --
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year............................  $   1,026  $     923  $      --
- ---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds...............................  $     520  $     402  $     385
  Interest paid...................................................  $       3  $       5  $       7
- ---------------------------------------------------------------------------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
36
<PAGE>
                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- DESCRIPTION OF BUSINESS
 
  Connecticut General Life Insurance Company and its subsidiaries (the Company)
provide insurance and related financial services throughout the United States
and in many locations worldwide. Principal products and services include group
health and life insurance and retirement and investment products and services.
The Company is a wholly-owned subsidiary of Connecticut General Corporation,
which is an indirect wholly-owned subsidiary of CIGNA Corporation (CIGNA).
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A) BASIS OF PRESENTATION:  The consolidated financial statements include the
accounts of the Company and all significant subsidiaries. These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles, and reflect management's estimates and assumptions, such
as those regarding medical costs and interest rates, that affect the recorded
amounts. Significant estimates used in determining contractholder and insurance
liabilities, related reinsurance recoverables, and valuation allowances for
investment assets are discussed throughout the Notes to Financial Statements.
Certain reclassifications have been made to prior years' amounts to conform with
the 1998 presentation.
 
  B) RECENT ACCOUNTING PRONOUNCEMENTS:  The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," as of December 31, 1998. SFAS No. 131
changes the way segments are structured and requires additional segment
disclosures. Prior period information has been restated based on the new
requirements. See Note 11 for additional information.
 
  In 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires that derivatives be reported on the balance sheet at fair value.
Changes in fair value are recognized in net income or, for derivatives which are
hedging market risk related to future cash flows, in the accumulated other
comprehensive income section of shareholders' equity. Implementation is required
by the first quarter of 2000, with the cumulative effect of adoption reflected
in net income and accumulated other comprehensive income, as appropriate. The
Company has not determined the effect or timing of implementation of this
pronouncement.
 
  The American Institute of Certified Public Accountants (AICPA) issued
Statement of Position (SOP) 97-3, "Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments," in 1997. SOP 97-3 provides guidance on the
recognition and measurement of liabilities for guaranty fund and other
insurance-related assessments. Implementation of this pronouncement, which is
required by the first quarter of 1999 with the cumulative effect of adopting the
SOP reflected in net income, is not expected to have a material effect on
results of operations, liquidity or financial condition.
 
  In 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 specifies the types
of costs that must be capitalized and amortized over the software's expected
useful life and the types of costs which must be immediately recognized as
expense. Implementation of this pronouncement is required by the first quarter
of 1999 and is not expected to have a material effect on results of operations,
liquidity or financial condition.
 
  In 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting for
Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk." SOP
98-7 provides guidance on the deposit method of accounting for insurance and
reinsurance contracts that do not transfer insurance risk, except for
long-duration life and health contracts. Implementation is required by the first
quarter of 2000, with the cumulative effect of adopting the SOP reflected in net
income in the year of adoption. The Company has not determined the effect or
timing of implementation of this pronouncement.
 
  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities and off-
balance sheet financial instruments such as investment and loan commitments and
financial guarantees. These
 
                                                                              37
<PAGE>
instruments are subject to risk of loss due to interest rate and market
fluctuations and most have credit risk. The Company evaluates and monitors each
financial instrument individually and, where appropriate, uses certain
derivative instruments or obtains collateral or other forms of security to
minimize risk of loss.
 
  Financial instruments that are subject to fair value disclosure requirements
(insurance contracts, real estate, goodwill and taxes are excluded) are carried
in the financial statements at amounts that approximate fair value, except for
mortgage loans and contractholder deposit funds (non-insurance products). For
these financial instruments, the fair value was not materially different from
the carrying amount as of December 31, 1998 and 1997. Fair values of off-balance
sheet financial instruments as of December 31, 1998 and 1997 were not material.
 
  Fair values for financial instruments are estimates that, in many cases, may
differ significantly from the amounts that could be realized upon immediate
liquidation. In cases where market prices are not available, estimates of fair
value are based on discounted cash flow analyses which utilize current interest
rates for similar financial instruments with comparable terms and credit
quality. The fair value of liabilities for contractholder deposit funds was
estimated using the amount payable on demand, and for those not payable on
demand, discounted cash flow analyses.
 
  D) INVESTMENTS:  Investments in fixed maturities, which are classified as
available-for-sale and carried at fair value, include bonds; asset-backed
securities, including collateralized mortgage obligations (CMOs); and redeemable
preferred stocks. Fixed maturities are considered impaired and written down to
fair value when a decline in value is considered to be other than temporary.
 
  Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Mortgage loans are considered impaired when it is probable
that the Company will not collect all amounts according to the contractual terms
of the loan agreement. If impaired, a valuation reserve is utilized to record
any change in the fair value of the underlying collateral below the carrying
value of the mortgage loan.
 
  Fixed maturities and mortgage loans that are delinquent or restructured to
modify basic financial terms, typically to reduce the interest rate and, in
certain cases, extend the term, are placed on non-accrual status. Net investment
income on such investments is recognized only when payment is received.
 
  Real estate investments are either held for the production of income or held
for sale. Real estate investments held for the production of income are carried
at depreciated cost less any write-downs to fair value. Depreciation is
generally calculated using the straight-line method based on the estimated
useful lives of these assets.
 
  Real estate investments held for sale are generally those which are acquired
through the foreclosure of mortgage loans. The Company's policy is to
rehabilitate, re-lease and sell foreclosed properties, which generally takes two
to four years or less if circumstances indicate that an immediate sale is in the
best interests of the Company or policyholders. At the time of foreclosure,
properties are valued at fair value less estimated costs to sell and
reclassified from mortgage loans to real estate held for sale. Subsequent to
foreclosure, these investments are carried at the lower of cost or current fair
value less estimated costs to sell and are no longer depreciated. Adjustments to
the carrying value as a result of changes in fair value subsequent to
foreclosure are recorded as valuation reserves. The Company considers several
methods in determining fair value for real estate, with emphasis placed on the
use of discounted cash flow analyses and, in some cases, the use of third-party
appraisals.
 
  Equity securities and short-term investments are classified as
available-for-sale. Equity securities, which include common and non-redeemable
preferred stocks, are carried at fair value. Short-term investments are carried
at fair value, which approximates cost.
 
  Policy loans are generally carried at unpaid principal balances.
 
  Realized investment gains and losses result from sales, investment asset
write-downs and changes in valuation reserves. Realized investment gains and
losses do not include amounts attributable to experience-rated pension
policyholders' contracts and participating life policies (policyholder share).
Realized investment gains and losses are based upon specific identification of
the investment assets.
 
  Unrealized investment gains and losses for investments carried at fair value
are included in shareholder's equity net of policyholder-related amounts and
deferred income taxes.
 
  See Note 4(F) for a discussion of the Company's accounting policies for
derivative financial instruments.
 
38
<PAGE>
  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
 
  F) REINSURANCE RECOVERABLES:  Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
estimated to be uncollectible. See Notes 3 and 9.
 
  G) DEFERRED POLICY ACQUISITION COSTS:  Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Acquisition costs for universal life
products and contractholder deposit funds are deferred and amortized in
proportion to the present value of total estimated gross profits over the
expected lives of the contracts. Acquisition costs for annuity and other
individual life insurance products are deferred and amortized, generally in
proportion to the ratio of annual revenue to the estimated total revenues over
the contract periods.
 
  Deferred policy acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income. If such costs are
estimated to be unrecoverable, they are expensed unless such costs are estimated
to be unrecoverable as a result of treating unrealized investment gains and
losses as though they had been realized. If so, a deferred acquisition cost
valuation allowance may be established or adjusted, with a comparable offset in
net unrealized appreciation (depreciation).
 
  H) PROPERTY AND EQUIPMENT:  Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $490 million
and $448 million at December 31, 1998 and 1997, respectively.
 
  I) GOODWILL AND OTHER INTANGIBLES:  Goodwill represents the excess of the cost
of businesses acquired over the fair value of their net assets. Other intangible
assets primarily represent purchased customer lists and provider contracts.
Goodwill and other intangibles are amortized over periods not exceeding 40
years. Goodwill and other intangibles are written down when not recoverable
based on analysis of historical and estimated future income or undiscounted
estimated cash flows of the related businesses. Amortization periods are revised
if it is estimated that the remaining period of benefit of the goodwill has
changed. Accumulated amortization was $143 million and $113 million at December
31, 1998 and 1997, respectively.
 
  J) OTHER ASSETS:  Other assets consists of various insurance-related assets,
principally ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.
 
  K) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at market value and represent policyholder funds maintained in accounts
having specific investment objectives. The investment income, gains and losses
of these accounts generally accrue to the policyholders and, therefore, are not
included in the Company's revenues and expenses.
 
  L) CONTRACTHOLDER DEPOSIT FUNDS:  Liabilities for contractholder deposit funds
consist of deposits received from customers and investment earnings on their
fund balances, less administrative charges and, for universal life fund
balances, mortality charges.
 
  M) FUTURE POLICY BENEFITS:  Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life policies, and are based
upon estimates as to future investment yield, mortality and withdrawals that
include provisions for adverse deviation. Future policy benefits for individual
life insurance and annuity policies are computed using interest rates ranging
from 2% to 11%, generally graded down from 1 to 20 years. Mortality, morbidity,
and withdrawal assumptions are based on either the Company's own experience or
various actuarial tables.
 
  N) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on reported and incurred but not
reported insurance claims.
 
  O) UNEARNED PREMIUMS:  Premiums for group life and accident and health
insurance are reported as earned on a pro-rata basis over the contract period.
The unexpired portion of these premiums is recorded as unearned premiums.
 
                                                                              39
<PAGE>
  P) OTHER LIABILITIES:  Other liabilities consist principally of postretirement
and postemployment benefits and various insurance-related liabilities, including
amounts related to reinsurance contracts and guaranty fund assessments that can
be reasonably estimated.
 
  Q) TRANSLATION OF FOREIGN CURRENCIES:  Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally reflected in shareholder's equity. Revenues and expenses are
translated at the average rates of exchange prevailing during the year.
 
  R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES:  Premiums for group life
and accident and health insurance are recognized as revenue on a pro-rata basis
over their contract periods. Benefits, losses and settlement expenses are
recognized when incurred.
 
  Revenues for investment-related products consist of net investment income and
contract fees assessed against the fund balances during the period. Net
investment income represents investment income on assets supporting
investment-related products and is recognized as earned. Contract fees are based
upon related administrative expenses and are assessed ratably over the contract
year. Benefit expenses for investment-related products primarily consist of
amounts credited in accordance with contract provisions.
 
  Premiums for individual life insurance as well as individual and group annuity
products, excluding universal life and investment-related products, are
recognized as revenue when due. Benefits, losses and settlement expenses are
matched with premiums.
 
  Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund balances
during the period. Net investment income represents investment income on assets
supporting universal life products and is recognized as earned. Fees for
mortality are recognized ratably over the policy year. Administration fees are
recognized as services are provided, and surrender charges are recognized as
earned. Benefit expenses for universal life products consist of benefit claims
in excess of fund balances, which are recognized when claims are filed, and
amounts credited in accordance with contract provisions.
 
  S) PARTICIPATING BUSINESS:  Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in a portion of
the earnings of the Company's business. The participating insurance in force
accounted for approximately 7% of total life insurance in force at December 31,
1998, 1997 and 1996.
 
  T) INCOME TAXES:  The Company and its domestic subsidiaries are included in
the consolidated United States federal income tax return filed by CIGNA. In
accordance with a tax sharing agreement with CIGNA, the provision for federal
income tax is computed as if the Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes to
the extent they are utilized in CIGNA's consolidated federal income tax
provision.
 
  Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 7 for additional information.
 
NOTE 3 -- DISPOSITION
 
  As of January 1, 1998, the Company sold its individual life insurance and
annuity business for cash proceeds of $1.4 billion. The sale resulted in an
after-tax gain of $773 million of which $202 million was recognized upon closing
of the sale. Since the principal agreement to sell this business is in the form
of an indemnity reinsurance arrangement, the remaining $571 million of the gain
was deferred and is being recognized at the rate that earnings from the business
sold would have been expected to emerge, primarily over fifteen years on a
declining basis. The Company recognized $66 million of the deferred gain in
1998.
 
  Revenues for this business were $972 million and $926 million for the years
ended December 31, 1997 and 1996, respectively, and net income was $102 million
and $67 million for the same periods. Also, as part of the transaction, the
Company recorded a reinsurance recoverable from the purchaser of $5.8 billion
for insurance liabilities retained, and transferred invested assets of $5.4
billion along with other assets and liabilities associated with the business.
The sales agreement provides for the possibility of certain adjustments;
however, any future adjustments are not expected to be material to results of
operations, liquidity or financial condition.
 
  The Company paid a dividend of $1.4 billion to its parent in January 1998,
having received prior approval of both the disposition and the dividend from the
Connecticut Insurance Department (the Department).
 
40
<PAGE>
NOTE 4 -- INVESTMENTS
 
  A) FIXED MATURITIES:  Fixed maturities are net of cumulative write-downs of
$22 million and $36 million, including policyholder share, as of December 31,
1998 and 1997, respectively.
 
  The amortized cost and fair value by contractual maturity periods for fixed
maturities, including policyholder share, as of December 31, 1998 were as
follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                                                            Amortized       Fair
(IN MILLIONS)                                                                    Cost      Value
- ------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>
Due in one year or less..................................................   $     979  $     999
Due after one year through five years....................................       3,960      4,110
Due after five years through ten years...................................       3,512      3,723
Due after ten years......................................................       2,665      3,348
Asset-backed securities..................................................       5,704      5,887
- ------------------------------------------------------------------------------------------------
Total....................................................................   $  16,820  $  18,067
- ------------------------------------------------------------------------------------------------
                                                                           ---------------------
</TABLE>
 
  Actual maturities could differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.
 
  Gross unrealized appreciation (depreciation) for fixed maturities, including
policyholder share, by type of issuer was as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                 At December 31, 1998:
- -----------------------------------------------------------------------------------------------------
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
- -----------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>            <C>
Federal government bonds.........................   $     568    $     407     $      --    $     975
State and local government bonds.................         145           20            --          165
Foreign government bonds.........................         147            7            (9)         145
Corporate securities.............................      10,256          733           (94)      10,895
Asset-backed securities..........................       5,704          217           (34)       5,887
- -----------------------------------------------------------------------------------------------------
Total............................................   $  16,820    $   1,384     $    (137)   $  18,067
- -----------------------------------------------------------------------------------------------------
                                                   --------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                                 At December 31, 1997:
- -----------------------------------------------------------------------------------------------------
                                                     Amortized   Unrealized     Unrealized       Fair
(IN MILLIONS)                                             Cost  Appreciation  Depreciation      Value
- -----------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>            <C>
Federal government bonds.........................   $   1,361    $     294     $      --    $   1,655
State and local government bonds.................         178           22            (2)         198
Foreign government bonds.........................         143            7            (1)         149
Corporate securities.............................      13,027          860          (123)      13,764
Asset-backed securities..........................       6,253          317           (13)       6,557
- -----------------------------------------------------------------------------------------------------
Total............................................   $  20,962    $   1,500     $    (139)   $  22,323
- -----------------------------------------------------------------------------------------------------
                                                   --------------------------------------------------
</TABLE>
 
  Asset-backed securities include investments in CMOs as of December 31, 1998 of
$2.0 billion carried at fair value (amortized cost, $2.0 billion), compared with
$2.3 billion carried at fair value (amortized cost, $2.3 billion) as of December
31, 1997. Certain of these securities are backed by Aaa/AAA-rated government
agencies. All other CMO securities have high quality ratings through use of
credit enhancements provided by subordinated securities or mortgage insurance
from Aaa/AAA-rated insurance companies. CMO holdings are concentrated in
securities with limited prepayment, extension and default risk, such as planned
amortization class bonds. The Company's investments in interest-only and
principal-only CMOs, which are subject to interest rate risk due to accelerated
prepayments, represented approximately .05% and .10% of total CMO investments at
December 31, 1998 and 1997, respectively.
 
                                                                              41
<PAGE>
  At December 31, 1998, contractual fixed maturity investment commitments were
$34 million. The majority of investment commitments are for the purchase of
investment grade fixed maturities, bearing interest at a fixed market rate, and
require no collateral. These commitments are diversified by issuer and maturity
date, and it is estimated that approximately 59% will be disbursed in 1999.
 
  B) MORTGAGE LOANS AND REAL ESTATE:  The Company's mortgage loans and real
estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally are less than 75% of the property's value at the time
the original loan is made.
 
  At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1998       1997
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Mortgage Loans..............................................................  $   8,875  $  10,090
                                                                              ---------  ---------
Real estate:
  Held for sale.............................................................        326        339
  Held for production of income.............................................        386        410
                                                                              ---------  ---------
Total real estate...........................................................        712        749
- --------------------------------------------------------------------------------------------------
Total.......................................................................  $   9,587  $  10,839
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
  At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                      1998       1997
- --------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>
Property type:
  Retail facilities.........................................................  $   3,145  $   4,153
  Office buildings..........................................................      3,814      3,984
  Apartment buildings.......................................................      1,283      1,311
  Hotels....................................................................        450        498
  Other (primarily industrial)..............................................        895        893
- --------------------------------------------------------------------------------------------------
Total.......................................................................  $   9,587  $  10,839
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
Geographic region:
  Central...................................................................  $   3,051  $   3,484
  Pacific...................................................................      2,683      2,962
  Middle Atlantic...........................................................      1,510      1,821
  South Atlantic............................................................      1,348      1,458
  New England...............................................................        995      1,114
- --------------------------------------------------------------------------------------------------
Total.......................................................................  $   9,587  $  10,839
- --------------------------------------------------------------------------------------------------
                                                                              --------------------
</TABLE>
 
MORTGAGE LOANS
 
  At December 31, 1998, scheduled mortgage loan maturities were as follows: 1999
- -- $.9 billion; 2000 -- $.9 billion; 2001 -- $.8 billion; 2002 -- $1.0 billion;
2003 -- $1.6 billion; and $3.7 billion thereafter. Actual maturities could
differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties; the maturity date may
be extended; and loans may be refinanced. During 1998 and 1997, the Company
refinanced at current market rates approximately $126 million and $135 million,
respectively, of its mortgage loans relating to borrowers that were unable to
obtain alternative financing.
 
  At December 31, 1998, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $492 million, most
of which were at a fixed market rate of interest. These commitments are
generally expected to be disbursed within three months, and are diversified by
property type and geographic region.
 
  At December 31, 1998, the Company's impaired mortgage loans were $156 million,
including $24 million before valuation reserves totaling $6 million, and $132
million which had no valuation reserves. At December 31, 1997, the Company's
impaired mortgage loans were $375 million, including $152 million before
valuation reserves totaling $44 million, and $223 million which had no valuation
reserves.
 
42
<PAGE>
  During the year ended December 31, changes in reserves for impaired mortgage
loans, including policyholder share, were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                           1998         1997
- ---------------------------------------------------------------------------------------------------------
<S>                                                                              <C>          <C>
Reserve balance -- January 1...................................................   $      44    $      94
Transfers to foreclosed real estate............................................         (21)         (30)
Charge-offs upon sales.........................................................          (9)         (47)
Net increase (decrease) in valuation reserves..................................          (8)          27
- ---------------------------------------------------------------------------------------------------------
Reserve balance -- December 31.................................................   $       6    $      44
- ---------------------------------------------------------------------------------------------------------
                                                                                              -----------
</TABLE>
 
  During 1998 and 1997, impaired mortgage loans, before valuation reserves,
averaged approximately $285 million and $597 million, respectively. Interest
income recorded and cash received on these loans were approximately $12 million
and $34 million in 1998 and 1997, respectively.
 
REAL ESTATE
 
  During 1998, 1997 and 1996, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $32 million, $81
million and $107 million, respectively.
 
  Valuation reserves and cumulative write-downs related to real estate,
including policyholder share, were $171 million and $169 million as of December
31, 1998 and 1997, respectively.
 
  Net income for 1998 and 1997 included net investment income of $8 million and
$9 million, respectively, for real estate held for sale. Write-downs upon
foreclosure and changes in valuation reserves were not material for 1998 and
1997.
 
  C) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS:  Short-term investments and
cash equivalents, in the aggregate, primarily included debt securities,
principally corporate securities of $963 million at December 31, 1998 and, for
1997, principally corporate securities of $520 million and federal government
securities of $443 million.
 
  D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 was as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                       1998       1997
- ---------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Unrealized appreciation:
  Fixed maturities...........................................................  $   1,384  $   1,500
  Equity securities..........................................................         10          8
                                                                               ---------  ---------
                                                                                   1,394      1,508
                                                                               ---------  ---------
Unrealized depreciation:
  Fixed maturities...........................................................       (137)      (139)
  Equity securities..........................................................        (25)       (29)
                                                                               ---------  ---------
                                                                                    (162)      (168)
                                                                               ---------  ---------
Less policyholder-related amounts............................................        880        931
                                                                               ---------  ---------
Shareholder net unrealized appreciation......................................        352        409
Less deferred income taxes...................................................        134        153
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation..................................................  $     218  $     256
- ---------------------------------------------------------------------------------------------------
                                                                               --------------------
</TABLE>
 
  The components of net unrealized appreciation (depreciation) on investments
for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                  1998         1997       1996
- -----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>          <C>
Unrealized appreciation (depreciation) on investments held, net of taxes
  of $48, $37 and $(151), respectively..................................  $      89   $      69   $    (280)
Less gains realized in net income, net of taxes of $68, $-- , and $3, in
  1998, 1997 and 1996, respectively.....................................        127           1           8
                                                                                             --
                                                                          ---------               ---------
Net unrealized appreciation (depreciation)..............................  $     (38)  $      68   $    (288)
- -----------------------------------------------------------------------------------------------------------
                                                                          ---------------------------------
</TABLE>
 
                                                                              43
<PAGE>
  E) NON-INCOME PRODUCING INVESTMENTS:  At December 31, the carrying values of
investments, including policyholder share, that were non-income producing during
the preceding 12 months were as follows:
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                          1998       1997
- ------------------------------------------------------------------------------------------------------
<S>                                                                              <C>         <C>
Fixed maturities...............................................................   $      22  $      28
Mortgage loans.................................................................           2         --
Real estate....................................................................          68        141
- ------------------------------------------------------------------------------------------------------
Total..........................................................................   $      92  $     169
- ------------------------------------------------------------------------------------------------------
                                                                                           -----------
</TABLE>
 
  F) DERIVATIVE FINANCIAL INSTRUMENTS:  The Company's investment strategy is to
manage the characteristics of investment assets, such as duration, yield,
currency and liquidity, to reflect the underlying characteristics of the related
insurance and contractholder liabilities, which vary among the Company's
principal product lines. In connection with this investment strategy, the
Company's use of derivative instruments, including interest rate and currency
swaps, purchased options and futures contracts, is generally limited to hedging
applications to minimize market risk.
 
   
  Hedge accounting treatment requires a probability of high correlation between
the changes in the market value or cash flows of the derivatives and the hedged
assets or liabilities. Under hedge accounting, the changes in market value or
cash flows of the derivatives and the hedged assets or liabilities are
recognized in net income in the same period. If the Company's use of derivatives
does not qualify for hedge accounting treatment, the derivative is recorded at
fair value and changes in its fair value are recognized in net income without
considering changes in the hedged asset or liabilities.
    
 
  The Company routinely monitors, by individual counterparty, exposure to credit
risk associated with swap and option contracts and diversifies the portfolio
among approved dealers of high credit quality. Futures contracts are
exchange-traded and, therefore, credit risk is limited since the exchange
assumes the obligations. The Company manages legal risks by following industry
standardized documentation procedures and by monitoring legal developments.
 
  Underlying contract, notional or principal amounts associated with derivatives
at December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                        1998       1997
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Interest rate swaps...........................................................  $     158  $     265
Currency swaps................................................................        193        248
Purchased options.............................................................        878        833
Written options...............................................................      1,087         --
Futures.......................................................................        233         75
- ----------------------------------------------------------------------------------------------------
</TABLE>
 
  Under interest rate swaps, the Company agrees with other parties to
periodically exchange the difference between variable rate and fixed rate asset
cash flows to provide stable returns for related liabilities. The Company uses
currency swaps (primarily Canadian dollars, Swiss francs, German marks, Japanese
yen and pounds sterling) to match the currency of investments to that of the
associated liabilities. Under currency swaps, the parties exchange principal and
interest amounts in two relevant currencies using agreed-upon exchange amounts.
 
  The net interest cash flows from interest rate and currency swaps are
recognized currently as an adjustment to net investment income, and the fair
value of these swaps is reported as an adjustment to the related investments.
 
  Using purchased options to reduce the effect of changes in interest rates or
equity indexes on liabilities, the Company pays an up-front fee to receive cash
flows from third parties when interest rates or equity indexes vary from
specified levels. Purchased options that qualify for hedge accounting are
recorded consistent with the related liabilities, at amortized cost plus
adjustments based on current equity indexes, and income is reported as an
adjustment to benefit expense. Purchased options that qualify for hedge
accounting are reported in other assets, and fees paid are amortized to benefit
expense over their contractual periods. Purchased options with underlying
notional amounts of $82 million at December 31, 1997 that are designated as
hedges, but do not qualify for hedge accounting, are reported in other long-term
investments at fair value with changes in fair value recognized as realized
investment gains and losses. There were no such options at December 31, 1998.
 
44
<PAGE>
  The Company also writes reinsurance contracts that are accounted for as
written options. The Company receives fees to pay for specified unfavorable
changes in variable annuity account values based on underlying mutual fund
investments when account holders elect to receive periodic income payments.
These written options, along with options purchased to minimize the risks
assumed, are reported at fair value in other liabilities and other assets,
respectively. Changes in fair value are recognized in other revenues, or other
operating expenses if there is a net loss. Fair values of written and related
purchased options during 1998 and as of December 31, 1998 were not material.
 
  Interest rate futures are used to temporarily hedge against the changes in
market values of bonds and mortgage loans to be purchased or sold. Under futures
contracts, changes in the contract values are settled in cash daily with the
exchange on which the instrument is traded. These changes in contract values are
deferred and recorded as adjustments to the carrying value of the related bond
or mortgage loan. Deferred gains and losses are amortized into net investment
income over the life of the investments purchased or are recognized in full as
realized investment gains and losses if investments are sold. Gains and losses
on futures contracts deferred in anticipation of investment purchases were
immaterial at December 31, 1998 and 1997.
 
  The effects of interest rate and currency swaps, purchased and written options
and futures on the components of net income for 1998, 1997 and 1996 were not
material.
 
  As of December 31, 1998 and 1997, the Company's variable interest rate
investments consisted of approximately $0.6 billion and $0.7 billion of fixed
maturities, respectively. As of December 31, 1998 and 1997, the Company's fixed
interest rate investments consisted of $17 billion and $21.6 billion,
respectively, of fixed maturities, and $8.9 billion and $10.1 billion,
respectively, of mortgage loans.
 
  G) OTHER:  As of December 31, 1998 and 1997, the Company had no concentration
of investments in a single investee exceeding 10% of shareholder's equity.
 
NOTE 5 -- INVESTMENT INCOME AND GAINS AND LOSSES
 
  A) NET INVESTMENT INCOME:  The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                              1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Fixed maturities....................................................  $   1,386  $   1,648  $   1,647
Equity securities...................................................          1          8         --
Mortgage loans......................................................        739        885        921
Policy loans........................................................        459        532        548
Real estate.........................................................        142        183        227
Other long-term investments.........................................         19         17         23
Short-term investments..............................................         18         28         35
                                                                      ---------  ---------  ---------
                                                                          2,764      3,301      3,401
Less investment expenses............................................        127        162        202
- -----------------------------------------------------------------------------------------------------
Net investment income...............................................  $   2,637  $   3,139  $   3,199
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in benefits, losses and settlement expenses, was approximately $1.6 billion for
1998 and $1.7 billion for 1997 and 1996. Net investment income for separate
accounts, which is not reflected in the Company's revenues, was $1.5 billion ,
$1.4 billion and $1.1 billion for 1998, 1997 and 1996, respectively.
 
  As of December 31, 1998, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $142 million and $97 million,
including restructured investments of $76 million and $93 million, respectively.
As of December 31, 1997, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $143 million and $153 million,
including restructured investments of $81 million and $137 million,
respectively. If interest on these investments had been recognized in accordance
with their original terms, net income would have been increased by $5 million,
$7 million and $15 million in 1998, 1997 and 1996, respectively.
 
                                                                              45
<PAGE>
  B) REALIZED INVESTMENT GAINS AND LOSSES:  Realized gains (losses) on
investments, excluding policyholder share, for the year ended December 31 were
as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                     1998         1997         1996
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>          <C>
Fixed maturities.........................................................   $      34    $      (3)   $      11
Equity securities........................................................           3            4            1
Mortgage loans...........................................................          22            4          (12)
Real estate..............................................................          10           28           15
Other....................................................................          24           12           22
                                                                                  ---          ---          ---
                                                                                   93           45           37
Less income taxes........................................................          33            8           17
- ----------------------------------------------------------------------------------------------------------------
Net realized investment gains............................................   $      60    $      37    $      20
- ----------------------------------------------------------------------------------------------------------------
                                                                                           --------------------
</TABLE>
 
  Realized investment gains and losses include impairments in the value of
investments, net of recoveries, of $(5) million, $25 million and $40 million in
1998, 1997 and 1996, respectively.
 
  Realized investment gains for separate accounts, which are not reflected in
the Company's revenues, were $494 million, $489 million and $305 million for
1998, 1997 and 1996 respectively. Realized investment gains attributable to
policyholder contracts, which also are not reflected in the Company's revenues,
were $201 million, $76 million and $82 million for 1998, 1997 and 1996,
respectively.
 
  Sales of available-for-sale fixed maturities and equity securities, including
policyholder share, for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                              1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Proceeds from sales.................................................  $   5,677  $   3,978  $   4,236
Gross gains on sales................................................  $     238  $      95  $     146
Gross losses on sales...............................................  $     (55) $    (151) $     (70)
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
NOTE 6 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Department recognizes as net income and surplus (shareholder's equity)
those amounts determined in conformity with statutory accounting practices
prescribed or permitted by the Department, which may differ from generally
accepted accounting principles. As of December 31, 1998, there were no permitted
accounting practices utilized by the Company that were materially different from
those prescribed by the Department.
 
  Capital stock of the Company at December 31, 1998 and 1997 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5).
 
  The Company's statutory net income was $824 million, $417 million and $611
million for 1998, 1997 and 1996, respectively. Statutory surplus was $1.8
billion at December 31, 1998 and $2.2 billion at December 31, 1997. The
Connecticut Insurance Holding Company Act limits the amount of annual dividends
or other distributions available to shareholders of Connecticut insurance
companies without the Department's prior approval. During 1998, the Company paid
dividends of $2.0 billion to its parent, all of which received prior approval
from the Department in accordance with requirements (see Note 3 - Disposition).
During 1997, the Company paid dividends of $400 million to its parent, of which
$100 million received prior approval from the Department in accordance with
requirements. Under current law, the maximum dividend distribution that may be
made by the Company during 1999 without prior approval is $839 million. The
amount of restricted net assets as of December 31, 1998 was approximately $2.7
billion.
 
NOTE 7 -- INCOME TAXES
 
  The Company's net deferred tax asset of $865 million and $653 million as of
December 31, 1998 and 1997, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
 
46
<PAGE>
  In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The balance in the account of approximately $450 million at December 31, 1998
would result in a tax liability of $158 million only if distributed to the
shareholder or if the account balance exceeded a prescribed maximum. No income
taxes have been provided on this amount because, in management's opinion, the
likelihood that these conditions will be met is remote. See Note 13 for a
discussion of potential legislation regarding this matter.
 
  CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service, and provisions are made in CIGNA's financial statements in
anticipation of the results of these audits. CIGNA resolved all issues relative
to the Company arising out of audits for 1991 through 1993, which resulted in an
increase to net income of $13 million in 1997.
 
  In management's opinion, adequate tax liabilities have been established for
all years. Income taxes and deferred tax balances for the year ended December
31, 1998 reflect state income taxes.
 
  The tax effects of temporary differences which give rise to deferred income
tax assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                       1998       1997
- ---------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities.............................  $     119  $     400
  Employee and retiree benefit plans.........................................        214        196
  Deferred gain on sale of business..........................................        290         --
  Investments, net...........................................................        356        262
  Policy acquisition expenses................................................        111         --
  Other......................................................................         --         63
                                                                               ---------        ---
Total deferred tax assets....................................................      1,090        921
                                                                               ---------        ---
Deferred tax liabilities:
  Policy acquisition expenses................................................         --         38
  Depreciation...............................................................         67         77
  Unrealized appreciation on investments.....................................        134        153
  Other......................................................................         24         --
                                                                               ---------        ---
Total deferred tax assets....................................................        225        268
- ---------------------------------------------------------------------------------------------------
Net deferred income tax asset................................................  $     865  $     653
- ---------------------------------------------------------------------------------------------------
                                                                               --------------------
</TABLE>
 
  The components of income taxes for the year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1998       1997       1996
- ----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>        <C>
Current taxes:
  U.S. income............................................................  $     617  $     344  $     391
  Foreign income.........................................................          5          3          3
  State income...........................................................         14         --         --
                                                                                 ---        ---        ---
                                                                                 636        347        394
                                                                                 ---        ---        ---
Deferred taxes (benefits):
  U.S. income............................................................       (205)       (49)       (81)
  State income...........................................................         (6)        --         --
                                                                                 ---        ---        ---
                                                                                (211)       (49)       (81)
- ----------------------------------------------------------------------------------------------------------
Total income taxes.......................................................  $     425  $     298  $     313
- ----------------------------------------------------------------------------------------------------------
                                                                           -------------------------------
</TABLE>
 
  State income taxes were not material in years prior to 1998.
 
                                                                              47
<PAGE>
  Total income taxes for the year ended December 31 differs from the amount
computed using the nominal federal income tax rate of 35% for the following
reasons:
 
   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                                   1998       1997       1996
- ----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>        <C>
Tax expense at nominal rate..............................................  $     431  $     320  $     305
Tax-exempt interest income...............................................         (4)        (5)        (5)
Dividends received deduction.............................................        (13)        (7)        (7)
Amortization of goodwill.................................................          5          4          4
State income tax (net of federal income tax benefit).....................          5         --         --
Resolved federal tax audit issues........................................         --        (13)        --
Other....................................................................          1         (1)        16
- ----------------------------------------------------------------------------------------------------------
Total income taxes.......................................................  $     425  $     298  $     313
- ----------------------------------------------------------------------------------------------------------
                                                                           -------------------------------
</TABLE>
    
 
NOTE 8 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS
 
  A) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:  The Company provides
pension and certain health care and life insurance benefits to eligible retired
employees and agents, spouses and other eligible dependents through various
plans. The expenses of retirement plans are allocated to the Company along with
other benefit cost allocations.
 
  Pension benefits are provided through a plan sponsored by CIGNA covering most
domestic employees and by a separate pension plan for former agents. CIGNA funds
the pension plans at least at the minimum amount required by the Employee
Retirement Income Security Act of 1974. Allocated pension cost for the Company
was $19 million, $24 million and $26 million in 1998, 1997 and 1996,
respectively. The plans had deposits with the Company totaling approximately
$2.8 billion and $2.5 billion at December 31, 1998 and 1997, respectively.
 
  Expense for postretirement benefits other than pensions allocated to the
Company totaled $2 million for 1998 and 1997 and $9 million for 1996. The other
postretirement benefit liability included in accounts payable, accrued expenses
and other liabilities as of December 31, 1998 and 1997 was $387 million and $412
million, including no net intercompany payables for 1998 and $39 million for
1997 for services provided by affiliates' employees.
 
  B) CAPITAL ACCUMULATION PLANS:  CIGNA sponsors various capital accumulation
plans in which employee contributions on a pre-tax basis (401(k)) are
supplemented by CIGNA matching contributions. These contributions are invested,
at the election of the employee, in one or more of the following investments:
CIGNA common stock fund, several CIGNA and non-CIGNA mutual funds, and a
fixed-income fund. In addition, beginning in 1999, CIGNA may provide additional
matching contributions, depending on its annual performance, which would be
invested in the CIGNA common stock fund. The Company's allocated expense for
such plans totaled $22 million for 1998, $15 million for 1997 and $16 million
for 1996.
 
NOTE 9 -- REINSURANCE
 
  In the normal course of business, the Company enters into agreements,
primarily relating to short-duration contracts, to assume and cede reinsurance
with other insurance companies. Reinsurance is ceded primarily to limit losses
from large exposures and to permit recovery of a portion of direct losses,
although ceded reinsurance does not relieve the originating insurer of primary
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristics of its reinsurers. In connection with
the sale of the Company's individual life insurance and annuity business (as
discussed in Note 3), the reinsurance recoverable from Lincoln National
Corporation at December 31, 1998 was $6.0 billion.
 
  Failure of reinsurers to indemnify the Company, as a result of reinsurer
insolvencies and disputes, could result in losses. As of December 31, 1998 and
1997 there were no allowances for uncollectible amounts. Future charges for
unrecoverable reinsurance may materially affect results of operations in future
periods; however, such amounts are not expected to have a material adverse
effect on the Company's liquidity or financial condition.
 
48
<PAGE>
  The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
SHORT-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   3,763  $   3,119  $   2,940
  Assumed...........................................................        286        255        135
  Ceded.............................................................       (237)      (266)      (166)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   3,812  $   3,108  $   2,909
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
 
LONG-DURATION CONTRACTS
Premiums and fees:
  Direct............................................................  $   1,998  $   1,979  $   1,997
  Assumed...........................................................        564        522        601
  Ceded.............................................................       (691)      (233)      (193)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees........................................  $   1,871  $   2,268  $   2,405
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown in the above
table. Benefits, losses and settlement expenses for 1998, 1997 and 1996 were net
of reinsurance recoveries of $699 million, $340 million and $359 million,
respectively.
 
  For the year ended December 31, 1998, ceded premiums and reinsurance
recoveries associated with the individual life insurance and annuity business
sold were $741 million and $550 million, respectively.
 
NOTE 10 -- LEASES AND RENTALS
 
  Rental expenses for operating leases, principally with respect to buildings,
amounted to $42 million, $76 million and $68 million in 1998, 1997 and 1996,
respectively.
 
  As of December 31, 1998, future net minimum rental payments under
non-cancelable operating leases were $168 million, payable as follows: 1999 -
$41 million; 2000 - $29 million; 2001 - $22 million; 2002 - $19 million; and $57
million thereafter.
 
NOTE 11 -- SEGMENT INFORMATION
 
  Operating segments are based on the Company's internal reporting structure and
generally reflect differences in products. The Company presents segment
information as follows:
 
  - EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS, which combines the
    Company's Health Care and Group Insurance divisions, offers traditional
    indemnity and cost containment products and services as well as alternative
    funding arrangements, such as administrative services only and minimum
    premium plans.
 
  - EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES provides investment
    products and professional services primarily to sponsors of qualified
    pension, profit-sharing and retirement savings plans. This segment also
    provides certain corporate and variable life insurance products.
 
  Other Operations consist of gain recognition related to the sale of the
individual life insurance and annuity business (and, for prior years, results of
the sold business, see Note 3), corporate life insurance on which policy loans
are outstanding (also called leveraged corporate life insurance), reinsurance
operations, settlement annuity business and certain new business initiatives.
 
  The Company uses operating income (net income excluding after-tax realized
investment results) to measure the financial results of its segments. Operating
income is determined on a basis consistent with the accounting policies for the
consolidated financial statements, except that interest expense on corporate
debt is not allocated to segments. The Company allocates substantially all other
corporate general, administrative and systems expenses to segments on systematic
bases. Income taxes are generally computed as if each segment were filing
separate income tax returns.
 
                                                                              49
<PAGE>
  The Company's operations are not materially dependent on one or a few
customers, brokers or agents. Summarized segment financial information for the
year ended and as of December 31 was as follows:
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                        1998       1997       1996
- --------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>
EMPLOYEE HEALTH CARE, LIFE AND DISABILITY BENEFITS
Premiums and fees and other revenues.............................  $   5,012  $   4,307  $   4,256
Net investment income............................................        290        286        291
- --------------------------------------------------------------------------------------------------
Segment revenues.................................................      5,302      4,593      4,547
Income tax expense...............................................        114        108        126
Operating income.................................................        195        190        189
Assets under management:
  Invested assets................................................      3,519      3,761      3,281
  Separate account...............................................      1,702      1,440      1,176
- --------------------------------------------------------------------------------------------------
Total............................................................  $   5,221  $   5,201  $   4,457
- --------------------------------------------------------------------------------------------------
EMPLOYEE RETIREMENT BENEFITS AND INVESTMENT SERVICES
Premiums and fees and other revenues.............................  $     239  $     205  $     257
Net investment income............................................      1,605      1,653      1,686
- --------------------------------------------------------------------------------------------------
Segment revenues.................................................      1,844      1,858      1,943
Income tax expense...............................................        113         99         86
Operating income.................................................        245        229        185
Assets under management:
  Invested assets................................................     20,511     20,759     20,303
  Separate account...............................................     30,717     26,678     20,604
- --------------------------------------------------------------------------------------------------
Total............................................................  $  51,228  $  47,437  $  40,907
- --------------------------------------------------------------------------------------------------
OTHER OPERATIONS
Premiums and fees and other revenues.............................  $     859  $     874  $     810
Net investment income............................................        742      1,200      1,222
- --------------------------------------------------------------------------------------------------
Segment revenues.................................................      1,601      2,074      2,032
Income tax expense...............................................        165         83         84
Operating income.................................................        306        159        163
Assets under management:
  Invested assets................................................     10,006     16,181     16,193
  Separate account...............................................      2,229      1,099        775
- --------------------------------------------------------------------------------------------------
Total............................................................  $  12,235  $  17,280  $  16,968
- --------------------------------------------------------------------------------------------------
REALIZED INVESTMENT GAINS
Realized investment gains........................................  $      93  $      45  $      37
Income tax expense...............................................         33          8         17
- --------------------------------------------------------------------------------------------------
Realized investment gains (losses), net of taxes.................  $      60  $      37  $      20
- --------------------------------------------------------------------------------------------------
TOTAL
Premiums and fees and other revenues.............................  $   6,110  $   5,386  $   5,323
Net investment income............................................      2,637      3,139      3,199
Realized investment gains........................................         93         45         37
- --------------------------------------------------------------------------------------------------
Total revenues...................................................      8,840      8,570      8,559
Income tax expense...............................................        425        298        313
Operating income.................................................        746        578        537
Realized investment gains (losses), net of taxes.................         60         37         20
Net income.......................................................        806        615        557
Assets under management:
  Invested assets................................................     34,036     40,701     39,777
  Separate account...............................................     34,648     29,217     22,555
- --------------------------------------------------------------------------------------------------
Total............................................................  $  68,684  $  69,918  $  62,332
- --------------------------------------------------------------------------------------------------
                                                                   -------------------------------
</TABLE>
 
50
<PAGE>
  Premiums and fees and other revenues by product type for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Medical and Dental Indemnity........................................  $   3,566  $   2,883  $   2,726
Group Life..........................................................      1,363      1,355      1,467
Other...............................................................      1,181      1,148      1,130
- -----------------------------------------------------------------------------------------------------
Total premiums and fees and other revenues..........................  $   6,110  $   5,386  $   5,323
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  For the year ended December 31, 1998, 1997 and 1996, the change in net
translation of foreign currencies reflects increases of $2 million for 1998 and
1997, and $3 million for 1996.
 
  Premiums and fees and other revenues by geographic region for the year ended
December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           1998       1997       1996
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Domestic............................................................  $   6,068  $   5,356  $   5,291
Foreign.............................................................         42         30         32
- -----------------------------------------------------------------------------------------------------
Total premiums and fees and other revenues..........................  $   6,110  $   5,386  $   5,323
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  The Company's aggregate foreign exchange transaction losses and foreign
long-lived assets for the year ended and as of December 31, 1998, 1997 and 1996
were not material.
 
NOTE 12 -- RELATED PARTY TRANSACTIONS
 
  The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.7 billion at
December 31, 1998 and 1997.
 
  The Company cedes long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1998 and 1997 were $834 million and $869
million, respectively.
 
  Effective January 1, 1998, the Company assumed insurance reserves totaling $85
million, along with a corresponding amount of invested and other assets, under a
coinsurance arrangement assigned from Healthsource Insurance Company, an
affiliate. In addition, the Company was assigned the responsibility for
administering self-funded employee benefit plan products from Healthsource
Provident Administrators, Inc. (HPA), another affiliate. As part of this
assignment, net assets of approximately $304 million were transferred to the
Company from HPA.
 
  The Company had lines of credit available from affiliates totaling $600
million at December 31, 1998 and 1997. All borrowings are payable upon demand
with interest rates equivalent to CIGNA's average monthly short-term borrowing
rate plus 1/4 of 1%. Interest expense was $1.5 million, $0.2 million and $1.0
million for 1998, 1997 and 1996, respectively. As of December 31, 1998 and 1997,
there were no borrowings outstanding under such lines.
 
  The Company extended lines of credit to affiliates totaling $600 million at
December 31, 1998 and 1997. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. There
were no amounts outstanding as of December 31, 1998 or 1997.
 
  The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. Withdrawals from the Account, up to the total amount of the
participant's investment in the Account, are allowed on a demand basis. As of
December 31, 1998 and 1997, the Company had a balance in the Account of $1.1
billion and $484 million, respectively.
 
  CIGNA allocates to the Company its share of operating expenses incurred at the
corporate level. The Company also allocates a portion of its operating expenses
to affiliated companies on whose behalf it performs certain administrative
services.
 
                                                                              51
<PAGE>
NOTE 13 -- CONTINGENCIES
 
  A) FINANCIAL GUARANTEES:  The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the event of nonperformance. To limit the Company's exposure in the
event of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties and to monitor this status
on a periodic basis.
 
  The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 17 years. The guarantees provide for payment of debt service
only as it becomes due; consequently, an event of default would not cause an
acceleration of scheduled principal and interest payments. The principal amount
of the bonds guaranteed by the Company at December 31, 1998 and 1997 was $85
million and $202 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in net investment income as earned. During
1998, 1997 and 1996, this income was not material. Loss reserves for financial
guarantees are established when a default has occurred or when the Company
believes that a loss has been incurred. There were no losses for industrial
revenue bonds in 1998, 1997 or 1996.
 
  The Company has entered into specialty life reinsurance contracts that
guarantee payments for specified unfavorable changes in variable annuity account
values based on underlying mutual fund investments if account holders expire or
elect to receive periodic income payments. For those accounts with mortality
risk, reserves are established in amounts adequate to meet the estimated future
obligations using various assumptions as to equity market conditions, premiums,
mortality and lapse rates, including provision for adverse deviation. As of
December 31, 1998 and 1997, the amount of recorded liabilities was $52 million
and $29 million, respectively. Although these guarantees may adversely affect
the Company's results of operations in future periods, they are not expected to
have a material adverse effect on the Company's liquidity or financial
condition.
 
  The Company also guarantees a minimum level of benefits for certain separate
account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1998 and 1997, the amount of minimum benefit
guarantees for separate account contracts was $5.1 billion and $4.6 billion,
respectively. Reserves in addition to the separate account liabilities are
established when the Company believes a payment will be required under one of
these guarantees. No such reserves were required as of December 31, 1998 and
1997. Guarantee fees are part of the overall management fee charged to separate
accounts and are recognized in income as earned.
 
  Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.
 
  B) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to restrict
insurance pricing and the application of underwriting standards and revise
federal tax laws. Some of the more significant issues are discussed below.
 
  In early 1999, the Administration proposed a federal budget that would
eliminate the deferral of taxation of certain statutory income of life insurance
companies. As discussed in Note 7, the Company has not provided taxes on $450
million of such income. If the budget provision is enacted, the Company will
record additional income tax expense of $158 million to reflect this liability.
The proposed federal budget also would limit the deduction of interest expense
on the general indebtedness of corporations owning non-leveraged corporate life
insurance policies covering the lives of officers, employees or directors. If
this latter provision is enacted as proposed, the Company does not anticipate
that it will have a material effect on its consolidated results of operations,
liquidity, or financial condition, although it could have a material adverse
effect on the results of operations of the Employee Retirement Benefits and
Investment Services segment.
 
  In 1996, Congress passed legislation that phases out over a three-year period
the tax deductibility of policy loan interest for most leveraged corporate life
insurance products. For 1998 and 1997, revenues of $556 million and
 
52
<PAGE>
$591 million, respectively, and net income of $42 million and $44 million,
respectively, were from leveraged corporate life insurance products that are
affected by this legislation. The Company does not expect this legislation to
have a material adverse effect on its consolidated results of operations,
liquidity or financial condition.
 
  In 1998, the NAIC adopted standardized statutory accounting principles. Since
these principles have not been adopted by most of the insurance departments of
various jurisdictions in which the Company's insurance subsidiaries are
domiciled, the timing and effects of implementation have not yet been
determined.
 
  The Company is contingently liable for possible assessments under regulatory
requirements pertaining to potential insolvencies of unaffiliated insurance
companies and other insurance-related assessments. Mandatory assessments, which
are subject to statutory limits, can be partially recovered through a reduction
in future premium taxes in some states. The Company recorded no pre-tax charges
for 1998, and $17 million and $26 million for 1997 and 1996, respectively, for
estimated guaranty fund and other insurance-related assessments before giving
effect to future premium tax recoveries. Although future assessments and
payments may adversely affect results of operations in future periods, such
amounts are not expected to have a material adverse effect on the Company's
liquidity or financial condition.
 
  The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
 
  C) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business. While the outcome of all litigation involving the Company,
including insurance-related litigation, cannot be determined, litigation is not
expected to result in losses that differ from recorded reserves by amounts that
would be material to results of operations, liquidity or financial condition.
 
                                                                              53
<PAGE>
 
   
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICEWATERHOUSECOOPERS LLP                                             [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
    
 
   
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Corporate Insurance Variable Life Separate Account 02
    
 
   
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American Fund - Alger American Growth Portfolio, Alger American MidCap Growth
Portfolio, Alger American Small Capitalization Portfolio; CIGNA Variable
Products Group - CIGNA Variable Products Money Market Fund, CIGNA Variable
Products S&P 500 Index Fund; Fidelity Variable Insurance Products Fund -
Equity-Income Portfolio, High Income Portfolio; Fidelity Variable Insurance
Products Fund II - Investment Grade Bond Portfolio; Janus Aspen Series - Janus
Aspen Series Short-Term Bond Portfolio, Janus Aspen Series Worldwide Growth
Portfolio; MFS Variable Insurance Trust - MFS Emerging Growth Series, MFS Total
Return Series; OCC Accumulation Trust - OCC Equity Portfolio, OCC Managed
Portfolio, OCC Small Cap Portfolio; Templeton Variable Products Series Fund -
Templeton International Fund - Class I (constituting the CG Corporate Insurance
Variable Life Separate Account 02, hereafter referred to as "the Account") at
December 31, 1998, the results of each of their operations and the changes in
each of their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Account's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1998 by
correspondence with the custodians, provide a reasonable basis for the opinion
expressed above.
    
 
   
/s/ PRICEWATERHOUSECOOPERS LLP
    
   
Hartford, Connecticut
February 19, 1999
    
 
54
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                         FIDELITY
                                                                                                                         VARIABLE
                                                                                                       FIDELITY         INSURANCE
                                                                            CIGNA VARIABLE        VARIABLE INSURANCE     PRODUCTS
                                                                            PRODUCTS GROUP             PRODUCTS          FUND II
                                   ALGER AMERICAN FUND SUB-ACCOUNTS          SUB-ACCOUNTS         FUND SUB-ACCOUNTS     SUB-ACCOUNT
                                --------------------------------------  ----------------------  ----------------------  ----------
                                                 MIDCAP       SMALL       MONEY      S&P 500     EQUITY-       HIGH     INVESTMENT
                                   GROWTH        GROWTH     CAPITALIZATION   MARKET   INDEX       INCOME      INCOME    GRADE BOND
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                             <C>           <C>           <C>         <C>         <C>         <C>         <C>         <C>
ASSETS:
Investment in variable
  insurance funds at fair
  value.......................  $    512,805  $    279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890  $1,079,507  $5,897,291
Receivable from Connecticut
  General Life Insurance
  Company.....................       --                598         90       --          --          --             363     --
Receivable for fund shares
  sold........................        12,197       --          --           10,755       3,935       9,846                    170
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
    Total assets..............       525,002       279,612    598,402      223,902  27,266,162   1,111,736   1,079,870  5,897,461
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
 
LIABILITIES:
Payable to Connecticut General
  Life
  Insurance Company...........        12,197       --          --           10,755       3,935       9,846      --            170
Payable for fund shares
  purchased...................       --                598         90       --          --          --             363     --
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
    Total liabilities.........        12,197           598         90       10,755       3,935       9,846         363        170
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
    Net assets................  $    512,805  $    279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890  $1,079,507  $5,897,291
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
Accumulation units outstanding
  -- Contracts sold before May
  1, 1998.....................        29,858        19,198     23,818       19,624   1,708,791      83,871      98,758    466,141
Net asset value per
  accumulation unit...........  $  17.174509  $  14.533269  $14.358496  $10.861410  $15.363576  $13.137868  $10.930880  $11.693725
Accumulation units outstanding
  -- Contracts sold after
  April 30, 1998..............       --            --          24,144       --          90,399      --          --         42,614
Net asset value per
  accumulation unit...........       --            --       $10.616506      --      $11.162600      --          --      $10.474584
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
Accumulation net assets.......  $    512,805  $    279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890  $1,079,507  $5,897,291
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
                                ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              55
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                      TEMPLETON
                                                                                                                       VARIABLE
                                                                                                                       PRODUCTS
                                                                                                                        SERIES
                                                                                                                         FUND
                                  JANUS ASPEN SERIES     MFS VARIABLE INSURANCE                                       SUB-ACCOUNT
                                     SUB-ACCOUNTS          TRUST SUB-ACCOUNTS           OCC ACCUMULATION TRUST        ----------
                                ----------------------  ------------------------             SUB-ACCOUNTS             INTERNATIONAL
                                SHORT-TERM  WORLDWIDE    EMERGING       TOTAL     ----------------------------------  -
                                   BOND       GROWTH      GROWTH        RETURN      EQUITY     MANAGED    SMALL CAP    CLASS 1
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
<S>                             <C>         <C>         <C>           <C>         <C>         <C>         <C>         <C>
ASSETS:
Investment in variable
  insurance funds at fair
  value.......................  $   --      $2,826,277  $ 1,026,589   $   63,790  $  147,875  $  739,373  $1,257,978  $1,296,043
Receivable from Connecticut
  General Life Insurance
  Company.....................      --          --              893        2,238         208      --             120     --
Receivable for fund shares
  sold........................      --           5,911      --            --          --          10,593      --          1,623
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
    Total assets..............      --       2,832,188    1,027,482       66,028     148,083     749,966   1,258,098  1,297,666
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
 
LIABILITIES:
Payable to Connecticut General
  Life
  Insurance Company...........      --           5,911      --            --          --          10,593      --          1,623
Payable for fund shares
  purchased...................      --          --              893        2,238         208      --             120     --
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
    Total liabilities.........      --           5,911          893        2,238         208      10,593         120      1,623
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
    Net assets................  $   --      $2,826,277  $ 1,026,589   $   63,790  $  147,875  $  739,373  $1,257,978  $1,296,043
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
Accumulation units outstanding
  -- Contracts sold before May
  1, 1998.....................      --         194,396       66,199        4,987      11,240      59,386     116,250     99,869
Net asset value per
  accumulation unit...........      --      $14.538727  $ 15.507615   $12.791189  $13.156140  $12.450284  $10.821353  $11.832899
Accumulation units outstanding
  -- Contracts sold after
  April 30, 1998..............      --          --          --            --          --          --          --         11,884
Net asset value per
  accumulation unit...........      --          --          --            --          --          --          --      $9.617966
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
Accumulation net assets.......  $   --      $2,826,277  $ 1,026,589   $   63,790  $  147,875  $  739,373  $1,257,978  $1,296,043
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
                                ----------  ----------  -----------   ----------  ----------  ----------  ----------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
56
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                 FIDELITY VARIABLE
                                                                      CIGNA VARIABLE       FIDELITY VARIABLE         INSURANCE
                                                                         PRODUCTS          INSURANCE PRODUCTS    PRODUCTS FUND II
                              ALGER AMERICAN FUND SUB-ACCOUNTS      GROUP SUB-ACCOUNTS     FUND SUB-ACCOUNTS        SUB-ACCOUNT
                           --------------------------------------   -------------------   --------------------   -----------------
                                        MIDCAP         SMALL         MONEY     S&P 500    EQUITY-      HIGH         INVESTMENT
                            GROWTH      GROWTH     CAPITALIZATION    MARKET     INDEX      INCOME     INCOME        GRADE BOND
                           ---------   ---------   --------------   --------   --------   --------   ---------   -----------------
<S>                        <C>         <C>         <C>              <C>        <C>        <C>        <C>         <C>
INVESTMENT INCOME:
Dividends................  $     482   $  --       $           1    $ 39,467   $520,757   $  4,536   $  23,780   $        235,834
 
EXPENSES:
Mortality and expense
  risk and administrative
  charges................      2,328       1,536           3,036       7,446    190,138      7,081       5,020             52,445
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
Net investment gain
  (loss).................     (1,846)     (1,536)         (3,035)     32,021    330,619     (2,545)     18,760            183,389
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
 
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
Capital gain
  distributions from
  portfolio sponsors.....     29,450      11,691          34,120       --       223,478     16,142      15,111             27,981
Net realized gain (loss)
  on share
  transactions...........      2,954       1,992            (972)      --       107,742       (105)         51             13,754
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
  Net realized gain......     32,404      13,683          33,148       --       331,220     16,037      15,162             41,735
Change in net unrealized
  gain (loss)............     91,238      40,548           5,340       --      4,308,965    36,839     (50,282)           201,263
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
  Net realized and
   unrealized gain (loss)
   on investments........    123,642      54,231          38,488       --      4,640,185    52,876     (35,120)           242,998
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
INCREASE (DECREASE) IN
  NET ASSETS RESULTING
  FROM OPERATIONS........  $ 121,796   $  52,695   $      35,453    $ 32,021   $4,970,804 $ 50,331   $ (16,360)  $        426,387
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
                           ---------   ---------         -------    --------   --------   --------   ---------           --------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              57
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                                                                                                                 TEMPLETON
                                                       MFS VARIABLE                                              VARIABLE
                             JANUS ASPEN SERIES          INSURANCE                                            PRODUCTS SERIES
                                SUB-ACCOUNTS        TRUST SUB-ACCOUNTS            OCC ACCUMULATION           FUND SUB-ACCOUNT
                           ----------------------   -------------------          TRUST SUB-ACCOUNTS          -----------------
                           SHORT-TERM   WORLDWIDE   EMERGING    TOTAL     --------------------------------    INTERNATIONAL -
                             BOND*       GROWTH      GROWTH     RETURN     EQUITY    MANAGED    SMALL CAP         CLASS 1
                           ----------   ---------   --------   --------   --------   --------   ----------   -----------------
<S>                        <C>          <C>         <C>        <C>        <C>        <C>        <C>          <C>
INVESTMENT INCOME:
Dividends................  $      18    $  67,675   $  --      $     77   $    726   $ 3,601    $    4,734   $         15,674
 
EXPENSES:
Mortality and expense
  risk and administrative
  charges................         13       23,832      6,074        249        996     5,426        13,225              9,709
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
Net investment gain
  (loss).................          5       43,843     (6,074)      (172)      (270)   (1,825)       (8,491)             5,965
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
Capital gain
  distributions from
  portfolio sponsors.....          2       27,273      4,451         91      3,143    14,415        51,695             28,023
Net realized gain (loss)
  on share
  transactions...........         43      (19,943)    (2,772)        34        522     1,337       (29,631)               940
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
  Net realized gain......         45        7,330      1,679        125      3,665    15,752        22,064             28,963
Change in net unrealized
  gain (loss)............     --          479,024    216,913      3,234      6,897    22,152      (177,446)           (28,223)
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
  Net realized and
   unrealized gain (loss)
   on investments........         45      486,354    218,592      3,359     10,562    37,904      (155,382)               740
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
INCREASE (DECREASE) IN
  NET ASSETS RESULTING
  FROM OPERATIONS........  $      50    $ 530,197   $212,518   $  3,187   $ 10,292   $36,079    $ (163,873)  $          6,705
                                  --
                                  --
                                        ---------   --------   --------   --------   --------   ----------           --------
                                        ---------   --------   --------   --------   --------   ----------           --------
</TABLE>
 
* For the period ended December 31, 1998.
 
  Deposits first received January 29, 1998.
 
  The Notes to Financial Statements are an integral part of these statements.
 
58
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                                             FIDELITY
                                                                                             VARIABLE
                                                                                             INSURANCE
                                                                         CIGNA VARIABLE      PRODUCTS
                                                                         PRODUCTS GROUP        FUND
                                 ALGER AMERICAN FUND SUB-ACCOUNTS         SUB-ACCOUNTS       SUB-ACCOUNTS
                                -----------------------------------  ----------------------  ---------
                                               MIDCAP      SMALL       MONEY      S&P 500     EQUITY-
                                  GROWTH       GROWTH    CAPITALIZATION   MARKET   INDEX      INCOME
                                -----------  ----------  ----------  ----------  ----------  ---------
<S>                             <C>          <C>         <C>         <C>         <C>         <C>
OPERATIONS:
Net investment gain (loss)....  $    (1,846) $   (1,536) $  (3,035 ) $   32,021  $  330,619  $  (2,545)
Net realized gain.............       32,404      13,683     33,148       --         331,220     16,037
Net unrealized gain (loss)....       91,238      40,548      5,340       --       4,308,965     36,839
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase (decrease) from
   operations.................      121,796      52,695     35,453       32,021   4,970,804     50,331
                                -----------  ----------  ----------  ----------  ----------  ---------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............      234,347     107,151    115,723    8,339,674   6,448,072    436,963
Participant transfers.........      178,850     100,550    387,084   (7,699,759)  3,889,673    543,337
Participant withdrawals.......      (72,383)    (19,855)   (30,038 )   (530,422) (1,497,945)  (111,582)
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase (decrease) from
   participant transactions...      340,814     187,846    472,769      109,493   8,839,800    868,718
                                -----------  ----------  ----------  ----------  ----------  ---------
    Total increase (decrease)
     in net assets............      462,610     240,541    508,222      141,514  13,810,604    919,049
 
NET ASSETS:
Beginning of year.............       50,195      38,473     90,090       71,633  13,451,623    182,841
                                -----------  ----------  ----------  ----------  ----------  ---------
End of year...................  $   512,805  $  279,014  $ 598,312   $  213,147  $27,262,227 $1,101,890
                                -----------  ----------  ----------  ----------  ----------  ---------
                                -----------  ----------  ----------  ----------  ----------  ---------
 
<CAPTION>
                                              FIDELITY
                                              VARIABLE
                                             INSURANCE
                                              PRODUCTS
                                              FUND II
                                             SUB-ACCOUNT
                                             ----------
                                   HIGH      INVESTMENT
                                  INCOME     GRADE BOND
                                -----------  ----------
<S>                             <C>          <C>
OPERATIONS:
Net investment gain (loss)....  $    18,760  $ 183,389
Net realized gain.............       15,162     41,735
Net unrealized gain (loss)....      (50,282)   201,263
                                -----------  ----------
  Net increase (decrease) from
   operations.................      (16,360)   426,387
                                -----------  ----------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............      220,573    424,660
Participant transfers.........      612,890    838,386
Participant withdrawals.......      (42,487)  (773,867 )
                                -----------  ----------
  Net increase (decrease) from
   participant transactions...      790,976    489,179
                                -----------  ----------
    Total increase (decrease)
     in net assets............      774,616    915,566
NET ASSETS:
Beginning of year.............      304,891  4,981,725
                                -----------  ----------
End of year...................  $ 1,079,507  $5,897,291
                                -----------  ----------
                                -----------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              59
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
 
   
<TABLE>
<CAPTION>
                                                                                                             TEMPLETON
                                                                                                             VARIABLE
                                                                                                             PRODUCTS
                                                       MFS VARIABLE                                         SERIES FUND
                                JANUS ASPEN SERIES       INSURANCE                                          SUB-ACCOUNT
                                   SUB-ACCOUNTS     TRUST SUB-ACCOUNTS     OCC ACCUMULATION TRUST SUB-     -------------
                                ------------------  -------------------              ACCOUNTS              INTERNATIONAL
                                SHORT-TERM WORLDWIDE EMERGING   TOTAL    --------------------------------        -
                                 BOND*     GROWTH    GROWTH    RETURN      EQUITY     MANAGED   SMALL CAP     CLASS 1
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
<S>                             <C>       <C>       <C>       <C>        <C>          <C>       <C>        <C>
OPERATIONS:
Net investment gain (loss)....  $     5   $ 43,843  $ (6,074) $    (172) $      (270) $ (1,825) $  (8,491) $     5,965
Net realized gain.............       45      7,330     1,679        125        3,665    15,752     22,064       28,963
Net unrealized gain (loss)....    --       479,024   216,913      3,234        6,897    22,152   (177,446)     (28,223  )
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase (decrease) from
   operations.................       50    530,197   212,518      3,187       10,292    36,079   (163,873)       6,705
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............    5,631    687,079   316,114      6,219      105,497   449,913    128,149      424,779
Participant transfers.........   (5,488 )  254,640   274,990     55,960       14,836   (10,371)    89,173      342,949
Participant withdrawals.......     (193 ) (306,422)  (86,142)    (5,231)     (30,729)  (70,856)  (158,738)     (55,891  )
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase (decrease) from
   participant transactions...      (50 )  635,297   504,962     56,948       89,604   368,686     58,584      711,837
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
    Total increase (decrease)
     in net assets............    --      1,165,494  717,480     60,135       99,896   404,765   (105,289)     718,542
 
NET ASSETS:
Beginning of year.............    --      1,660,783  309,109      3,655       47,979   334,608  1,363,267      577,501
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
End of year...................  $ --      $2,826,277 $1,026,589 $  63,790 $   147,875 $739,373  $1,257,978 $ 1,296,043
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
                                --------  --------  --------  ---------  -----------  --------  ---------  -------------
</TABLE>
    
 
- --------------------------
 
* For the period ended December 31, 1998.
 
  Deposits first received January 29, 1998.
 
  The Notes to Financial Statements are an integral part of these statements.
 
60
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                             FIDELITY
                                                                         CIGNA VARIABLE         VIP
                                     ALGER AMERICAN PORTFOLIO            PRODUCTS GROUP      PORTFOLIO
                                           SUB-ACCOUNTS                   SUB-ACCOUNTS       SUB-ACCOUNTS
                                -----------------------------------  ----------------------  ---------
                                               MIDCAP      SMALL       MONEY                  EQUITY-
                                  GROWTH       GROWTH    CAPITALIZATION  MARKET*  S&P 500     INCOME
                                -----------  ----------  ----------  ----------  ----------  ---------
<S>                             <C>          <C>         <C>         <C>         <C>         <C>
Date deposits first
  received....................      2/24/97     2/24/97    3/31/97     12/24/96     2/24/97    2/24/97
 
OPERATIONS:
Net investment gain (loss)....  $       (89) $     (242) $    (512 ) $   68,033  $  196,883  $    (944)
Net realized gain.............          102         628      2,183       --         293,784        309
Net unrealized gain...........        1,223       5,140     10,441       --       1,320,848     26,400
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase from
   operations.................        1,236       5,526     12,112       68,033   1,811,515     25,765
                                -----------  ----------  ----------  ----------  ----------  ---------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............       41,099       1,222     --       20,606,819     916,689     61,215
Participant transfers.........        9,624      33,892     82,004   (20,953,420) 10,900,475   105,195
Participant withdrawals.......       (1,764)     (2,167)    (4,026 )   (260,990)   (177,056)    (9,334)
                                -----------  ----------  ----------  ----------  ----------  ---------
  Net increase (decrease) from
   participant transactions...       48,959      32,947     77,978     (607,591) 11,640,108    157,076
                                -----------  ----------  ----------  ----------  ----------  ---------
    Total increase (decrease)
     in net assets............       50,195      38,473     90,090     (539,558) 13,451,623    182,841
 
NET ASSETS:
Beginning of period...........      --           --         --          611,191      --         --
                                -----------  ----------  ----------  ----------  ----------  ---------
End of period.................  $    50,195  $   38,473  $  90,090   $   71,633  $13,451,623 $ 182,841
                                -----------  ----------  ----------  ----------  ----------  ---------
                                -----------  ----------  ----------  ----------  ----------  ---------
 
<CAPTION>
                                              FIDELITY
                                               VIP II
                                             PORTFOLIO
                                             SUB-ACCOUNTS
                                             ----------
                                   HIGH      INVESTMENT
                                  INCOME     GRADE BOND
                                -----------  ----------
<S>                             <C>          <C>
Date deposits first
  received....................      1/29/97    1/29/97
OPERATIONS:
Net investment gain (loss)....  $     7,138  $  (8,846 )
Net realized gain.............        1,385        110
Net unrealized gain...........       27,140    192,098
                                -----------  ----------
  Net increase from
   operations.................       35,663    183,362
                                -----------  ----------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............       65,300    186,655
Participant transfers.........      217,909  4,637,295
Participant withdrawals.......      (13,981)   (25,587 )
                                -----------  ----------
  Net increase (decrease) from
   participant transactions...      269,228  4,798,363
                                -----------  ----------
    Total increase (decrease)
     in net assets............      304,891  4,981,725
NET ASSETS:
Beginning of period...........      --          --
                                -----------  ----------
End of period.................  $   304,891  $4,981,725
                                -----------  ----------
                                -----------  ----------
</TABLE>
 
- --------------------------
 
* For the Year Ended December 31, 1997 (Deposits first received December 24,
    1996)
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                                                              61
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE PERIODS INDICATED TO DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                 JANUS
                                 ASPEN
                                 SERIES       MFS SERIES
                                SUB-ACCOUNT    SUB-ACCOUNTS            OCC ACCUMULATION            TEMPLETON
                                --------  -------------------         TRUST SUB-ACCOUNTS         SUB-ACCOUNTS
                                WORLDWIDE EMERGING    TOTAL    --------------------------------  -------------
                                 GROWTH    GROWTH    RETURN      EQUITY     MANAGED   SMALL CAP  INTERNATIONAL
                                --------  --------  ---------  -----------  --------  ---------  -------------
<S>                             <C>       <C>       <C>        <C>          <C>       <C>        <C>
Date deposits first
  received....................   2/24/97   1/29/97    2/24/97      2/24/97   1/29/97    2/24/97       2/24/97
 
OPERATIONS:
Net investment (loss).........  $ (1,199) $ (1,959) $     (14) $       (74) $    (62) $  (4,467) $     (2,220 )
Net realized gain (loss)......       715       230          8          219     6,115        365           (13 )
Net unrealized gain (loss)....    43,891    36,451        308        2,992    27,581     19,222        (7,247 )
                                --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase (decrease) from
   operations.................    43,407    34,722        302        3,137    33,634     15,120        (9,480 )
                                --------  --------  ---------  -----------  --------  ---------  -------------
ACCUMULATION UNIT
  TRANSACTIONS:
Participant deposits, net of
  premium loads...............   177,366    83,322      2,184       25,651   131,629     53,337       273,855
Participant transfers.........  1,459,273  206,614      1,763       25,340   184,083  1,298,529       322,803
Participant withdrawals.......   (19,263)  (15,549)      (594)      (6,149)  (14,738)    (3,719)       (9,677 )
                                --------  --------  ---------  -----------  --------  ---------  -------------
  Net increase from
   participant transactions...  1,617,376  274,387      3,353       44,842   300,974  1,348,147       586,981
                                --------  --------  ---------  -----------  --------  ---------  -------------
    Total increase in net
     assets...................  1,660,783  309,109      3,655       47,979   334,608  1,363,267       577,501
 
NET ASSETS:
Beginning of period...........     --        --        --          --          --        --           --
                                --------  --------  ---------  -----------  --------  ---------  -------------
End of period.................  $1,660,783 $309,109 $   3,655  $    47,979  $334,608  $1,363,267 $    577,501
                                --------  --------  ---------  -----------  --------  ---------  -------------
                                --------  --------  ---------  -----------  --------  ---------  -------------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
62
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
1. ORGANIZATION
    CG Corporate Insurance Variable Life Separate Account 02 (the Account) is
registered as a Unit Investment Trust under the Investment Company Act of 1940,
as amended. The operations of the Account are part of the operations of
Connecticut General Life Insurance Company (CG Life). The assets and liabilities
of the Account are identified and distinguished from other assets and
liabilities of CG Life. The assets of the Account are not available to meet the
general obligations of CG Life and are held for the exclusive benefit of the
participants.
 
    At December 31, 1998, the assets of the Account are divided into variable
sub-accounts, each of which is invested in shares of one of seventeen portfolios
(mutual funds) of nine diversified open-end management investment companies,
each portfolio having its own investment objective. Transfers are permitted
between these portfolios and to and from a fixed account option offered by CG
Life. The fixed account is not included in these financial statements. The
variable sub-accounts are:
 
<TABLE>
<S>           <C>
ALGER AMERICAN FUND:
              Alger American Growth Portfolio
              Alger American MidCap Growth Portfolio
              Alger American Small Capitalization Portfolio
BT INSURANCE FUNDS TRUST:
              EAFE-Registered Trademark- Equity Index Fund*
              Small Cap Index Fund*
CIGNA VARIABLE PRODUCTS GROUP:
              CIGNA Variable Products Money Market Fund
              CIGNA Variable Products S&P 500 Index Fund
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
              Equity-Income Portfolio ("Fidelity Equity-Income Portfolio")
              High Income Portfolio ("Fidelity High Income Portfolio")
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
              Investment Grade Bond Portfolio ("Fidelity Investment Grade Bond Portfolio")
JANUS ASPEN SERIES:
              Janus Aspen Series Short-Term Bond Portfolio**
              Janus Aspen Series Worldwide Growth Portfolio
MFS VARIABLE INSURANCE TRUST:
              MFS Emerging Growth Series
              MFS Total Return Series
OCC ACCUMULATION TRUST:
              OCC Equity Portfolio
              OCC Managed Portfolio
              OCC Small Cap Portfolio
TEMPLETON VARIABLE PRODUCTS SERIES FUND:
              Templeton International Fund - Class 1
</TABLE>
 
 * Not active. No deposits received as of December 31, 1998.
** This fund was no longer offered as of September 15, 1998.
 
2. SIGNIFICANT ACCOUNTING POLICIES
    These financial statements have been prepared in conformity with generally
accepted accounting principles and reflect management's estimates and
assumptions, such as those regarding fair value, that affect recorded amounts.
 
                                                                              63
<PAGE>
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64
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Actual results could differ from those estimates. Significant estimates are
discussed throughout the Notes to Financial Statements. The following is a
summary of significant accounting policies consistently applied in the
preparation of the Account's financial statements:
 
  A. INVESTMENT VALUATION:  Investments held by the sub-accounts are valued at
their respective closing net asset values per share as determined by the mutual
funds as of December 31, 1998. The change in the difference between cost and
value is reflected as unrealized gain (loss) in the Statements of Operations.
 
  B. INVESTMENT TRANSACTIONS:  Investment transactions are recorded on the trade
date (date the order to buy or sell is executed). Realized gains and losses on
sales of investments are determined by the last-in, first-out cost basis of the
investment sold. Dividend and capital gain distributions are recorded on the
ex-dividend date. Investment transactions are settled through CG Life.
 
  C. FEDERAL INCOME TAXES:  The operations of the Account form a part of, and
are taxed with, the total operations of CG Life, which is taxed as a life
insurance company. Under existing Federal income tax law, investment income
(dividends) and capital gains attributable to the Account are not taxed.
 
3. INVESTMENTS
    Total shares outstanding and cost of investments as of December 31, 1998
were:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                                    Cost of
Sub-Account                                                           Shares Held  Investments
- ---------------------------------------------------------------------------------------------
<S>                                                                   <C>          <C>
Alger American Growth Portfolio.....................................       9,636   $  420,344
Alger American MidCap Growth Portfolio..............................       9,665      233,326
Alger American Small Capitalization Portfolio.......................      13,607      582,531
CIGNA Variable Products Money Market Fund...........................     213,147      213,147
CIGNA Variable Products S&P 500 Index Fund..........................   1,381,765   21,632,414
Fidelity Equity-Income Portfolio....................................      43,347    1,038,651
Fidelity High Income Portfolio......................................      93,626    1,102,649
Fidelity Investment Grade Bond Portfolio............................     455,038    5,503,930
Janus Aspen Series Worldwide Growth Portfolio.......................      97,157    2,303,362
MFS Emerging Growth Series..........................................      47,815      773,225
MFS Total Return Series.............................................       3,520       60,248
OCC Equity Portfolio................................................       3,821      137,986
OCC Managed Portfolio...............................................      16,904      689,640
OCC Small Cap Portfolio.............................................      54,458    1,416,202
Templeton International Fund - Class 1..............................      62,614    1,331,513
- ---------------------------------------------------------------------------------------------
</TABLE>
 
                                                                              65
<PAGE>
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66
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
3. INVESTMENTS (CONTINUED)
 
    Total purchases and sales of shares of each mutual fund for the year ended
December 31, 1998 amounted to:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Sub-Account                                                           Purchases     Sales
- -------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>
Alger American Growth Portfolio.....................................  $  461,416  $  92,998
Alger American MidCap Growth Portfolio..............................     266,163     68,162
Alger American Small Capitalization Portfolio.......................     544,147     40,293
CIGNA Variable Products Money Market Fund...........................   9,192,317  9,050,804
CIGNA Variable Products S&P 500 Index Fund..........................  11,309,560  1,915,663
Fidelity Equity-Income Portfolio....................................   1,052,375    170,060
Fidelity High Income Portfolio......................................     882,854     58,007
Fidelity Investment Grade Bond Portfolio............................   1,425,205    724,656
Janus Aspen Series Short-Term Bond Portfolio*.......................       8,052      8,095
Janus Aspen Series Worldwide Growth Portfolio.......................   1,192,451    486,038
MFS Emerging Growth Series..........................................   1,084,519    581,180
MFS Total Return Series.............................................      67,504     10,637
OCC Equity Portfolio................................................     134,932     42,455
OCC Managed Portfolio...............................................     529,169    147,893
OCC Small Cap Portfolio.............................................     326,456    224,668
Templeton International Fund - Class 1..............................     904,336    158,511
- -------------------------------------------------------------------------------------------
</TABLE>
 
* For the period January 29, 1998, date deposits first received, to September
15, 1998, the date the sub-account was no longer offered.
 
4. CHARGES AND DEDUCTIONS
    For all contracts sold after April 30, 1998, CG Life charges each variable
sub-account for mortality and expense risks the daily equivalent of .70%, on an
annual basis, of the current value of each sub-account's assets during the first
fifteen policy years and .25% thereafter. All contracts sold before May 1, 1998
have an annual fee for mortality and expense risks of .85% per year during the
first ten policy years, .45% per year during the eleventh through fifteenth
policy years and .15% thereafter.
 
    For all contracts sold after April 30, 1998, CG Life charges each variable
sub-account for administrative costs, a daily deduction currently equivalent to
 .10% per year during the first fifteen policy years only. For all contracts sold
before May 1, 1998, CG Life charges administrative costs at the rate of .10% per
year for the first ten policy years only.
 
    Both the mortality and expense risk charge and the administrative fee
deductions are also assessed against amounts held in the fixed account, if any.
The fixed account is part of the general account of CG Life and is not included
in these financial statements.
 
                                                                              67
<PAGE>
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68
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
 
    The fees charged by CG Life for mortality and expense risks and
administrative fees from variable sub-accounts for the year ended December 31,
1998 amounted to:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                       Mortality
                                                                          and      Asset Based
                                                                        Expense   Administrative
Sub-Account                                                            Risk Fees      Fees
- -----------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>
Alger American Growth Portfolio......................................  $   2,083    $     245
Alger American MidCap Growth Portfolio...............................      1,374          162
Alger American Small Capitalization Portfolio........................      2,702          334
CIGNA Variable Products Money Market Fund............................      6,652          794
CIGNA Variable Products S&P 500 Index Fund...........................    170,096       20,042
Fidelity Equity-Income Portfolio.....................................      6,336          745
Fidelity High Income Portfolio.......................................      4,491          529
Fidelity Investment Grade Bond Portfolio.............................     46,895        5,550
Janus Aspen Series Short-Term Bond Portfolio*........................         12            1
Janus Aspen Series Worldwide Growth Portfolio........................     21,312        2,520
MFS Emerging Growth Series...........................................      5,435          639
MFS Total Return Series..............................................        223           26
OCC Equity Portfolio.................................................        891          105
OCC Managed Portfolio................................................      4,855          571
OCC Small Cap Portfolio..............................................     11,833        1,392
Templeton International Fund - Class 1...............................      8,679        1,030
- -----------------------------------------------------------------------------------------------
</TABLE>
 
* For the period January 29, 1998, date deposits first received, to September
15, 1998, the date the sub-account was no longer offered.
 
    CG Life charges a one-time policy issue fee of $175 from the accumulation
value for a portion of CG Life's administrative expenses for all contracts sold
after April 30, 1998 and $250 for all contracts sold before May 1, 1998. Policy
issue fees, which are deducted from the initial premium payment, amounted to
$221,450, all of which were deducted from the CIGNA Variable Products Money
Market Fund.
 
    For all contracts sold after April 30, 1998, CG Life deducts a premium load
of 6.5% of each premium payment to cover sales loads, state taxes and Federal
income tax liabilities. An additional 45% on premium payments up to target
premium specified in the policy will be deducted in the first policy year and an
additional 12% of premium payments up to target premium will be deducted in
policy years two through ten. In the event that the specified amount under the
policy is increased, other than a change in the death benefit option, an
additional 25% premium load on premium payments up to the increase in the target
premium will be deducted from premium payments received during the 12 months
following the increase, to the extent such premium payments are attributable to
the increase in specified amount rather than to the previously existing
specified amount.
 
    For all contracts sold before May 1, 1998, CG Life deducts a premium load of
6.5% of each premium payment to cover sales loads, state taxes and Federal
income tax liabilities. An additional 40% on premium payments, up to one
guideline annual premium, as defined in the Account's prospectus, will be
deducted in the first policy year. In the event that the specified amount under
the policy is increased, other than a change in the death benefit option, an
additional 25% premium load on premium payments up to the increase in the
guideline annual premium will be deducted from premium payments received during
the 12 months following the increase, to the extent such premium payments are
attributable to the increase in specified amount rather than to the previously
existing specified amount.
 
                                                                              69
<PAGE>
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70
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
 
    CG Life charges a monthly administrative fee of $8 per month. This charge is
for items such as premium billing and collection, policy value calculation,
confirmations and periodic reports.
 
    CG Life charges a monthly deduction for the cost of insurance and any
charges for supplemental riders. The cost of insurance charge depends on the
attained age, years since issue, risk class (in accordance with state law) of
the insured and the current net amount at risk. On a monthly basis, the
administrative fee and the cost of insurance charge are deducted proportionately
from the value of each variable sub-account and/or the fixed account funding
option. The fixed account is part of the general account of CG Life and is not
included in these financial statements.
 
    CG Life charges a $25 transaction fee for each transfer between funding
options in excess of four during the policy year. No transaction fee charges
were paid to CG Life for the year ended December 31, 1998.
 
    Fees charged by CG Life for premium loads are deducted from premium
payments. Administrative fees and the amount deducted for the cost of insurance
are included in participant withdrawals. Premium loads, net of refunds,
administrative fees and costs of insurance, by variable sub-account, for the
year ended December 31, 1998, amounted to:
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                            Premium
                                                          Loads, net                   Costs of
                                                              of       Administrative  Insurance
Sub-Account                                                 Refunds        Fees        Deduction
- -------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>            <C>
Alger American Growth Portfolio.........................   $  67,042     $   2,505     $  36,575
Alger American MidCap Growth Portfolio..................      17,119         1,208        12,068
Alger American Small Capitalization Portfolio...........      22,663         2,897        25,097
CIGNA Variable Products Money Market Fund...............   2,965,205         5,817       251,740
CIGNA Variable Products S&P 500 Index Fund..............     571,707        33,462       473,457
Fidelity Equity-Income Portfolio........................      95,805         9,121        70,128
Fidelity High Income Portfolio..........................      28,917         1,751        32,199
Fidelity Investment Grade Bond Portfolio................      37,989         8,454        93,498
Janus Aspen Series Short-Term Bond Portfolio*...........         391            13           180
Janus Aspen Series Worldwide Growth Portfolio...........      89,836         6,116        87,644
MFS Emerging Growth Series..............................      41,098         5,273        52,047
MFS Total Return Series.................................       3,265           280         4,994
OCC Equity Portfolio....................................      10,581         1,620        22,975
OCC Managed Portfolio...................................      93,545         3,178        32,486
OCC Small Cap Portfolio.................................      14,067         1,015        15,872
Templeton International Fund - Class 1..................      66,157         6,068        43,649
- -------------------------------------------------------------------------------------------------
</TABLE>
 
* For the period January 29, 1998, date deposits first received, to September
15, 1998, the date the sub-account was no longer offered.
 
    For policies issued after April 30, 1998, if the policy is fully surrendered
during the first 12 months after issue, a credit will be paid equal to 100% of
all premium loads previously deducted in excess of 3.5% of all premiums paid. If
the policy is fully surrendered during months 13 through 24, the credit will
equal 50% of all premium loads previously deducted in excess of 3.5% of all
premiums paid. If the policy is fully surrendered during the months 25 through
36, the credit will equal 33% of all premium loads previously deducted in excess
of 3.5% of all premiums paid.
 
                                                                              71
<PAGE>
CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
 
4. CHARGES AND DEDUCTIONS (CONTINUED)
    For policies issued between May 1, 1997 and April 30, 1998, if the policy is
fully surrendered during the first 12 months after issue, a credit will be paid
equal to 100% of all premium loads previously deducted in excess of 3.5% of all
premiums paid. If the policy is fully surrendered during months 13 through 24,
the credit will equal 50% of all premium loads previously deducted in excess of
3.5% of all premiums paid.
 
    For policies issued before May 1, 1997, CG Life will refund 60% of all
premium loads previously deducted if a policy is fully surrendered during the
first 12 months after issue. If a policy is fully surrendered during the months
13 through 24 after issue, the refund will equal 30% of all premium loads
previously deducted.
 
    Premium load refunds for the year ended December 31, 1998 amounted to
$58,750.
 
    For partial surrenders, a transaction charge of $25 is imposed, allocated
pro-rata among the variable sub-accounts (and, where applicable, the fixed
account) from which the partial surrender proceeds are taken, unless the policy
owner and CG Life agree otherwise.
 
    Partial surrender transaction charges paid to CG Life attributable to the
variable sub-accounts for the year ended December 31, 1998 were not significant.
 
5. DISTRIBUTION OF NET INCOME
    The Account does not expect to declare dividends to participants from
accumulated net income. The accumulated net income is distributed to
participants as part of death benefits, surrenders, and transfers to other fixed
or variable sub-accounts.
 
6. DIVERSIFICATION REQUIREMENTS
    Under the provisions of Section 817(h) of the Internal Revenue Code of 1986
(the Code), a variable life insurance policy will not be treated as life
insurance under Section 7702 of the Code for any period for which the
investments of the segregated asset account, on which the policy is based, are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of Treasury. CG Life believes, based on assurances from the
mutual funds, that the mutual funds satisfy the requirements of the regulations
and that the Account therefore satisfies the requirements of the regulations,
and that the Account will continue to meet such requirements.
 
72
<PAGE>
APPENDIX 1
 
ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
AND DEATH BENEFITS
 
The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance, assuming in separate
illustrations both our current charges and our guaranteed charges under the
Policies (guaranteed charges only for Policies with the joint and survivorship
benefit). 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
assets held in the sub-accounts is lower than the gross return. This is due to
the daily charges made against the assets of the sub-accounts for assuming
mortality and expense risks and for administrative expenses. The administrative
expense charge is currently at an annual effective rate of 0.10% of the daily
net asset value of the Variable Account during the first fifteen policy years,
and is guaranteed not to exceed 0.30% per year. The current mortality and
expense risk charges are equivalent to an annual effective rate of:
    
 
   
       -   .70% of the daily net asset value of the Variable Account in years
           one through fifteen,
    
 
   
       -   .25% of the daily net assets of the Variable Account thereafter.
    
 
   
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. These
advisory fees and other expenses will vary depending on which funding vehicle is
chosen but are assumed for purposes of these illustrations to be equivalent to
an annual effective rate of 0.71% of the daily net asset value of the Variable
Account.
    
 
Assuming current charges for administration and mortality and expense risks,
gross annual rate of 0%, 6%, and 12% correspond to net experience at constant
annual rates of:
 
   
       -   -1.51%, 4.49% and 10.49% during the first fifteen policy years, and
    
 
   
       -   constant annual rates of -0.96%, 5.04% and 11.04% 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
 
   
       -   -1.91%, 4.09% and 10.09% in all policy years.
    
 
The illustrations also reflect the fact that we make 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 that are issued as
guaranteed issue. Medically underwritten Policies issued on a standard or
substandard basis would result in different accumulation values and death
benefits than those illustrated. The values shown for Policies with the joint
and survivorship benefit are on a medically underwritten, standard basis.
 
The illustrations also reflect the fact that we deduct a premium charge from
each premium payment. Current and guaranteed values reflect a deduction of:
 
   
       -   6.5% of each premium payment, plus
    
 
                                                                              73
<PAGE>
   
       -   45% of the first year's premium payments up to target premium, plus
    
 
   
       -   12% of the 2nd through 10th years' premium payments up to target
           premium.
    
 
The surrender values shown in the illustrations reflect the fact that we:
 
   
       -   refund a portion of the sales charge for any Policy surrendered in
           the first three years;
    
 
   
       -   deduct an $8 monthly administrative charge at the beginning of each
           policy month, and
    
 
   
       -   deduct an initial $175 policy issue charge.
    
 
Upon request, we will furnish a comparable illustration based on the proposed
Insured's age, gender classification, smoking classification, risk
classification and premium payment requested.
 
74
<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 -- CURRENT CHARGES
    
 
   
<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
          PREMIUMS      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%
 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      1,628      1,743       1,858      3,996      4,111       4,227
   2        10,117     500,000    500,000     500,000      4,874      5,311       5,762      6,428      6,865       7,317
   3        15,558     500,000    500,000     500,000      7,932      8,897       9,930      9,215     10,180      11,213
   4        21,270     500,000    500,000     500,000     10,836     12,532      14,422     10,836     12,532      14,422
   5        27,269     500,000    500,000     500,000     13,603     16,238      19,291     13,603     16,238      19,291
   6        33,567     500,000    500,000     500,000     16,246     20,027      24,589     16,246     20,027      24,589
   7        40,181     500,000    500,000     500,000     18,771     23,910      30,369     18,771     23,910      30,369
   8        47,125     500,000    500,000     500,000     21,178     27,888      36,680     21,178     27,888      36,680
   9        54,416     500,000    500,000     500,000     23,455     31,955      43,569     23,455     31,955      43,569
  10        62,072     500,000    500,000     500,000     25,581     36,092      51,076     25,581     36,092      51,076
  15       106,490     500,000    500,000     500,000     35,518     59,988     103,277     35,518     59,988     103,277
  20       163,180     500,000    500,000     500,000     38,537     84,562     187,840     38,537     84,562     187,840
  25       235,533     500,000    500,000     500,000     33,373    109,053     330,375     33,373    109,053     330,375
  30       327,876     500,000    500,000     614,919     12,776    128,031     579,657     12,776    128,031     579,657
</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 charges 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 your 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 0.71% per year. See "Expense Data"
                                  at pages 6-7 of this prospectus.
    
 
                                                                              75
<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 -- GUARANTEED CHARGES
    
 
   
<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
          PREMIUMS      -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
         ACCUMULATED             IN YEARS 1-15                       IN YEARS 1-15                       IN YEARS 1-15
END OF       AT          NET        NET          NET         NET        NET          NET         NET        NET          NET
POLICY   5% INTEREST    -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
 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        472        549           628      2,841      2,918         2,997
   2        10,117     500,000    500,000       500,000      2,860      2,879         3,182      4,143      4,434         4,737
   3        15,558     500,000    500,000       500,000      4,539      5,178         5,865      4,539      6,461         7,148
   4        21,270     500,000    500,000       500,000      6,309      7,422         8,667      6,309      7,422         8,667
   5        27,269     500,000    500,000       500,000      7,896      9,607        11,601      7,896      9,607        11,601
 
   6        33,567     500,000    500,000       500,000      9,289     11,718        14,665      9,289     11,718        14,665
   7        40,181     500,000    500,000       500,000     10,459     13,716        17,841     10,459     13,716        17,841
   8        47,125     500,000    500,000       500,000     11,386     15,573        21,117     11,386     15,573        21,117
   9        54,416     500,000    500,000       500,000     12,039     17,251        24,473     12,039     17,251        24,473
  10        62,072     500,000    500,000       500,000     12,384     18,703        27,882     12,384     18,703        27,882
 
  15       106,490     500,000    500,000       500,000     11,573     24,679        49,168     11,573     24,679        49,168
  20       163,180           0    500,000       500,000          0     17,743        69,752          0     17,743        69,752
  25       235,533           0          0       500,000          0          0        79,032          0          0        79,032
  30       327,876           0          0       500,000          0          0        51,106          0          0        51,106
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
76
<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 -- CURRENT CHARGES
    
 
   
<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
          PREMIUMS      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%
 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      1,628      1,743       1,858      3,996      4,111       4,227
   2        10,117     500,000    500,000     500,000      4,874      5,311       5,762      6,428      6,865       7,317
   3        15,558     500,000    500,000     500,000      7,932      8,897       9,930      9,215     10,180      11,213
   4        21,270     500,000    500,000     500,000     10,836     12,532      14,422     10,836     12,532      14,422
   5        27,269     500,000    500,000     500,000     13,603     16,238      19,291     13,603     16,328      19,291
 
   6        33,567     500,000    500,000     500,000     16,246     20,027      24,589     16,246     20,027      24,589
   7        40,181     500,000    500,000     500,000     18,771     23,910      30,369     18,771     23,910      30,369
   8        47,125     500,000    500,000     500,000     21,178     27,888      36,680     21,178     27,888      36,680
   9        54,416     500,000    500,000     500,000     23,455     31,955      43,569     23,455     31,955      43,569
  10        62,072     500,000    500,000     500,000     25,581     36,092      51,076     25,581     36,092      51,076
 
  15       106,490     500,000    500,000     500,000     35,518     59,988     103,277     35,518     59,988     103,277
  20       163,180     500,000    500,000     500,000     38,537     84,562     187,840     38,537     84,562     187,840
  25       235,533     500,000    500,000     527,088     33,373    109,053     330,258     33,373    109,053     330,258
  30       327,876     500,000    500,000     807,953     12,776    128,031     563,722     12,776    128,031     563,722
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              77
<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 -- GUARANTEED CHARGES
    
 
   
<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
          PREMIUMS      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
 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        472        549         628      2,841      2,918       2,997
   2        10,117     500,000    500,000     500,000      2,860      2,879       3,182      4,143      4,434       4,737
   3        15,558     500,000    500,000     500,000      4,539      5,178       5,865      5,822      6,461       7,148
   4        21,270     500,000    500,000     500,000      6,309      7,422       8,667      6,309      7,422       8,667
   5        27,269     500,000    500,000     500,000      7,896      9,607      11,601      7,896      9,607      11,601
 
   6        33,567     500,000    500,000     500,000      9,289     11,718      14,665      9,289     11,718      14,665
   7        40,181     500,000    500,000     500,000     10,459     13,716      17,841     10,459     13,716      17,841
   8        47,125     500,000    500,000     500,000     11,386     15,573      21,117     11,386     15,573      21,117
   9        54,416     500,000    500,000     500,000     12,039     17,251      24,473     12,039     17,251      24,473
  10        62,072     500,000    500,000     500,000     12,384     18,703      27,882     12,384     18,703      27,882
 
  15       106,490     500,000    500,000     500,000     11,573     24,679      49,168     11,573     24,679      49,168
  20       163,180           0    500,000     500,000          0     17,743      69,752          0     17,743      69,752
  25       235,533           0          0     500,000          0          0      79,032          0          0      79,032
  30       327,876           0          0     500,000          0          0      51,106          0          0      51,106
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
78
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST -- CURRENT CHARGES
    
 
   
<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
          PREMIUMS      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%
 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      1,727      1,850       1,973      4,249      4,372       4,494
   2        10,771     500,000    500,000     500,000      5,158      5,623       6,102      6,813      7,278       7,757
   3        16,563     500,000    500,000     500,000      8,381      9,404      10,501      9,747     10,770      11,867
   4        22,645     500,000    500,000     500,000     11,434     13,231      15,234     11,434     13,231      15,234
   5        29,032     500,000    500,000     500,000     14,336     17,125      20,358     14,336     17,125      20,358
 
   6        35,737     500,000    500,000     500,000     17,101     21,100      25,927     17,101     21,100      25,927
   7        42,778     500,000    500,000     500,000     19,738     25,169      31,999     19,738     25,169      31,999
   8        50,171     500,000    500,000     500,000     22,245     29,332      38,624     22,245     29,332      38,624
   9        57,934     500,000    500,000     500,000     24,610     33,582      45,851     24,610     33,582      45,851
  10        66,084     500,000    500,000     500,000     26,810     37,898      53,723     26,810     37,898      53,723
 
  15       113,374     500,000    500,000     500,000     36,938     62,707     108,385     36,938     62,707     108,385
  20       173,729     500,000    500,000     500,000     39,313     87,706     196,774     39,313     87,706     196,774
  25       250,758     500,000    500,000     500,000     32,363    111,824     346,225     32,363    111,824     346,225
  30       349,070     500,000    500,000     645,485      8,129    129,052     608,461      8,129    129,052     608,461
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              79
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST -- GUARANTEED CHARGES
    
 
   
<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
          PREMIUMS      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
 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         86        155         226      2,607      2,676       2,747
   2        10,771     500,000    500,000     500,000      1,877      2,133       2,401      3,532      3,788       4,056
   3        16,563     500,000    500,000     500,000      3,461      4,015       4,614      4,827      5,381       5,980
   4        22,645     500,000    500,000     500,000      4,837      5,792       6,865      4,837      5,792       6,865
   5        29,032     500,000    500,000     500,000      5,979      7,430       9,130      5,979      7,430       9,130
 
   6        35,737     500,000    500,000     500,000      6,876      8,910      11,394      6,876      8,910      11,394
   7        42,778     500,000    500,000     500,000      7,498     10,188      13,627      7,498     10,188      13,627
   8        50,171     500,000    500,000     500,000      7,821     11,229      15,794      7,821     11,229      15,794
   9        57,934     500,000    500,000     500,000      7,803     11,976      17,847      7,803     11,976      17,847
  10        66,084     500,000    500,000     500,000      7,411     12,375      19,735      7,411     12,375      19,735
 
  15       113,374     500,000    500,000     500,000      2,112     11,262      29,486      2,112     11,262      29,486
  20       173,729           0          0     500,000          0          0      27,746          0          0      27,746
  25       250,758           0          0           0          0          0           0          0          0           0
  30       349,070           0          0           0          0          0           0          0          0           0
</TABLE>
    
 
   
                                  If premiums are paid more frequently than
                                  annually, the death benefits, accumulation
                                  values and surrender values would be less than
                                  those illustrated.
    
 
   
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed Cost of Insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
80
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST -- CURRENT CHARGES
    
 
   
<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
          PREMIUMS      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%      -1.51%     4.49%      10.49%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%      -0.96%     5.04%      11.04%
 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      1,727      1,850       1,973      4,249      4,372       4,494
   2        10,771     500,000    500,000     500,000      5,158      5,623       6,102      6,813      7,278       7,757
   3        16,563     500,000    500,000     500,000      8,381      9,404      10,501      9,747     10,770      11,867
   4        22,645     500,000    500,000     500,000     11,434     13,231      15,234     11,434     13,231      15,234
   5        29,032     500,000    500,000     500,000     14,336     17,125      20,358     14,336     17,125      20,358
 
   6        35,737     500,000    500,000     500,000     17,101     21,100      25,927     17,101     21,100      25,927
   7        42,778     500,000    500,000     500,000     19,738     25,169      31,999     19,738     25,169      31,999
   8        50,171     500,000    500,000     500,000     22,245     29,332      38,624     22,245     29,332      38,624
   9        57,934     500,000    500,000     500,000     24,610     33,582      45,851     24,610     33,582      45,851
  10        66,084     500,000    500,000     500,000     26,810     37,898      53,723     26,810     37,898      53,723
 
  15       113,374     500,000    500,000     500,000     36,938     62,707     108,385     36,938     62,707     108,385
  20       173,729     500,000    500,000     500,000     39,313     87,706     196,774     39,313     87,706     196,774
  25       250,758     500,000    500,000     543,827     32,363    111,824     345,901     32,363    111,824     345,901
  30       349,070     500,000    500,000     836,666      8,129    129,052     588,857      8,129    129,052     588,857
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              81
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  UNISEX    UNISMOKER*    ISSUE AGE 45
                                  (*BLENDED SMOKER/NON-SMOKER RATES)
                                  $5,254 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST -- GUARANTEED CHARGES
    
 
   
<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
          PREMIUMS      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
         ACCUMULATED            IN YEARS 1-15                     IN YEARS 1-15                     IN YEARS 1-15
END OF       AT          NET        NET         NET        NET        NET         NET        NET        NET         NET
POLICY   5% INTEREST    -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%      -1.91%     4.09%      10.09%
 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         86        155         226      2,607      2,676       2,747
   2        10,117     500,000    500,000     500,000      1,877      2,133       2,401      3,532      3,788       4,056
   3        16,563     500,000    500,000     500,000      3,461      4,015       4,614      4,827      5,381       5,980
   4        22,645     500,000    500,000     500,000      4,837      5,792       6,865      4,837      5,792       6,865
   5        29,032     500,000    500,000     500,000      5,979      7,430       9,130      5,979      7,430       9,130
 
   6        35,737     500,000    500,000     500,000      6,876      8,910      11,394      6,876      8,910      11,394
   7        42,778     500,000    500,000     500,000      7,498     10,188      13,627      7,498     10,188      13,627
   8        50,171     500,000    500,000     500,000      7,821     11,229      15,794      7,821     11,229      15,794
   9        57,934     500,000    500,000     500,000      7,803     11,976      17,847      7,803     11,976      17,847
  10        66,084     500,000    500,000     500,000      7,411     12,375      19,735      7,411     12,375      19,735
 
  15       113,374     500,000    500,000     500,000      2,112     11,262      29,486      2,112     11,262      29,486
  20       173,729           0          0     500,000          0          0      27,746          0          0      27,746
  25       250,758           0          0           0          0          0           0          0          0           0
  30       349,070           0          0           0          0          0           0          0          0           0
</TABLE>
    
 
   
                                  If premiums are paid more frequently than
                                  annually, the death benefits, accumulation
                                  values and surrender values would be less than
                                  those illustrated.
    
 
   
                                  Assumes no policy loans or partial surrenders
                                  have been made. Guaranteed Cost of Insurance
                                  rates are assumed. Guaranteed mortality and
                                  expense risk charges, administrative fees and
                                  premium charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
82
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  WITH JOINT AND SURVIVORSHIP RIDER
                                  SEX-DISTINCT NONSMOKER ISSUE AGES 55 (MALE),
                                  52 (FEMALE)
                                  $548,000 ANNUAL PREMIUM FOR SEVEN YEARS
                                  FACE AMOUNT $20,000,000
                                  DEATH BENEFIT OPTION B
                                  GUIDELINE TEST -- GUARANTEED CHARGES
    
 
   
<TABLE>
<CAPTION>
                          DEATH BENEFIT (IN MILLIONS)          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
          PREMIUMS      -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
         ACCUMULATED             IN YEARS 1-15                       IN YEARS 1-15                       IN YEARS 1-15
END OF       AT          NET        NET          NET         NET        NET          NET         NET        NET          NET
POLICY   5% INTEREST    -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
 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       548,000          20         20            20     360,624    382,707       404,790    520,775    542,858       564,941
   2     1,123,400          20         20            20     816,228    889,218       964,861    923,685    996,675     1,072,318
   3     1,727,570          20         20            20    1,261,121  1,414,393    1,579,349   1,351,013  1,504,285    1,669,247
   4     2,361,949          20         20            20    1,695,136  1,958,640    2,253,416   1,695,136  1,958,640    2,253,416
   5     3,028,046          20         20            20    2,118,066  2,522,363    2,992,750   2,118,066  2,522,363    2,992,750
 
   6     3,727,448          20         20            20    2,529,670  3,105,974    3,803,650   2,529,670  3,105,974    3,803,650
   7     4,461,821          20         20            20    2,929,697  3,709,922    4,693,133   2,929,697  3,709,922    4,693,133
   8     4,684,912          20         20            20    2,852,189  3,840,535    5,146,392   2,852,189  3,840,535    5,146,392
   9     4,919,157          20         20            20    2,770,202  3,970,990    5,640,700   2,770,202  3,970,990    5,640,700
  10     5,165,115          20         20            20    2,682,494  4,100,164    6,179,530   2,682,494  4,100,164    6,179,530
 
  15     6,592,141          20         20            20    2,089,843  4,662,902    9,687,272   2,089,843  4,662,902    9,687,272
  20     8,413,428          20         20            20     958,578   4,817,379   15,159,234    958,578   4,817,37?   15,159,234
  25     10,737,903          0         20       25.4160           0   3,714,048   24,205,712          0   3,714,048   24,205,712
  30     13,704,588          0          0       40.5385           0          0    38,608,132          0          0    38,608,132
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
                                                                              83
<PAGE>
   
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                  POLICY
                                  WITH JOINT AND SURVIVORSHIP RIDER
                                  SEX-DISTINCT NONSMOKER ISSUE AGES 55 (MALE),
                                  52 (FEMALE)
                                  $548,000 ANNUAL PREMIUM FOR SEVEN YEARS
                                  FACE AMOUNT $20,000,000
                                  DEATH BENEFIT OPTION B
                                  CASH VALUE TEST -- GUARANTEED CHARGES
    
 
   
<TABLE>
<CAPTION>
                          DEATH BENEFIT (IN MILLIONS)          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
          PREMIUMS      -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
         ACCUMULATED             IN YEARS 1-15                       IN YEARS 1-15                       IN YEARS 1-15
END OF       AT          NET        NET          NET         NET        NET          NET         NET        NET          NET
POLICY   5% INTEREST    -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%       -1.91%     4.09%       10.09%
 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       548,000          20         20            20     360,624    382,707       404,790    520,775    542,858       564,941
   2     1,123,400          20         20            20     816,229    889,218       964,861    923,685    996,675     1,072,318
   3     1,727,570          20         20            20    1,261,121  1,414,393    1,579,349   1,351,013  1,504,285    1,669,241
   4     2,361,947          20         20            20    1,695,136  1,958,640    2,253,415   1,695,136  1,958,640    2,253,415
   5     3,025,046          20         20            20    2,118,066  2,522,363    2,992,750   2,118,066  2,522,363    2,992,750
 
   6     3,727,448          20         20            20    2,529,670  3,105,974    3,803,650   2,529,670  3,105,974    3,803,650
   7     4,461,821          20         20            20    2,929,697  3,709,922    4,693,133   2,929,697  3,709,922    4,693,133
   8     4,684,912          20         20            20    2,852,189  3,840,535    5,146,392   2,852,189  3,840,535    5,146,392
   9     4,919,157          20         20            20    2,770,202  3,970,990    5,640,700   2,770,202  3,970,990    5,640,700
  10     5,165,115          20         20            20    2,682,494  4,100,164    6,179,530   2,682,494  4,100,164    6,179,530
 
  15     6,592,141          20         20            20    2,089,843  4,662,902    9,687,272   2,089,843  4,662,902    9,687,272
  20     8,413,428          20         20       24.6319     958,578   4,817,379   15,022,373    958,578   4,817,379   15,022,373
  25     10,731,905          0         20       32.5536           0   3,714,048   22,685,754          0   3,714,048   22,685,754
  30     13,704,588          0          0       42.8786           0          0    33,176,206          0          0    33,176,206
</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 charges 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 your 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 0.71% per year. See "Expense
                                  Data" at pages 6-7 of this prospectus.
    
 
84
<PAGE>
                        FEES AND CHARGES REPRESENTATION
 
    The Company represents that the fees and charges deducted under the
Policies, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Company.
 
                          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 Post-Effective Amendment No. 8 to this registration statement comprises
the following papers and documents:
    
 
   
       The facing sheet;
       A cross-reference sheet (reconciliation and tie);
       Two prospectuses, consisting of 85 and 84 pages, respectively;
       The Fees and Charges Representation;
       The undertaking to file reports;
       The signatures and Power of Attorney;
       Opinion and consent of Mark A. Parsons, Esq.;
       Opinion and consent of Michelle L. Kunzman, FSA, MAAA
       Consent of PricewaterhouseCoopers LLP, Independent Accountants
    
 
   
<TABLE>
<S>        <C>
Exhibit 1. Principal Underwriting Agreement between
           Connecticut General Life Insurance Company and
           CIGNA Financial Services, Inc. dated as of
           December 1, 1997.****
Exhibit 2. Fund Participation Agreements
           Agreements between Connecticut General Life
           Insurance Company and
           (a) Alger American Fund
           Incorporated by reference to Post-Effective
           Amendment No. 2 to Registration Statement on Form
               S-6 (File No. 33-84426) filed by CG Variable
               Life Insurance Separate Account I on April 19,
               1996.
           (b) Fidelity Variable Products Fund*
           (c) Fidelity Variable Products Fund II*
           (d) MFS Variable Insurance Trust*
           (e) OCC Accumulation Trust*
           (f) Templeton Variable Product Series Fund*
           (g) CIGNA Variable Products Group**
           (h) Janus Aspen Series Trust***
           (i) BT Insurance Funds Trust*****
Exhibit 3. Form LN621 -- Flexible Premium Variable Life
           Insurance Policy (previously filed)
Exhibit    Form LR485 -- Joint and Survivorship Benefit Rider
3.1.
           * -- Incorporated by reference to Post-Amendment
           No. 1 to Registration Statement on Form S-6 (File
                No. 33-89238) filed by CG Variable Life
                Insurance Separate Account II on April 19,
                1996.
           ** -- Incorporated by reference to Post-Effective
           Amendment No. 1 to this Registration Statement
                 filed on April 22, 1997.
           *** -- Incorporated by reference to Post-Effective
           Amendment No. 2 to this Registration Statement
                  filed on October 31, 1997.
           **** -- Incorporated by reference to
           Post-Effective Amendment No. 3 to this
           Registration Statement filed on December 29, 1997.
           ***** -- Incorporated by reference to
           Post-Effective Amendment No. 6 to this
           Registration Statement filed on April 22, 1998.
Exhibit 4. Certificate of Amendment of Certificate of
           Incorporation of Connecticut General Life
           Insurance Company, as filed March 23, 1999.
Exhibit 5. Certificate of By-laws of Connecticut General Life
           Insurance Company as amended July 30, 1998.
</TABLE>
    
 
<PAGE>
                                   SIGNATURES
 
   
    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Post-Effective Amendment No. 8 to its
Registration Statement on Form S-6 (File No. 333-01741) to be signed on its
behalf by the undersigned thereunto duly authorized, in the Town of Bloomfield
and State of Connecticut on the 20th day of April, 1999.
    
 
   
      CG CORPORATE INSURANCE VARIABLE LIFE SEPARATE ACCOUNT 02
       (REGISTRANT)
    
 
   
       By /s/ John Wilkinson
    
   
       --------------------------------------------------
        John Wilkinson
        Vice President
        Connecticut General Life Insurance Company
    
 
      CONNECTICUT GENERAL LIFE INSURANCE COMPANY
       (DEPOSITOR)
 
   
       By /s/ John Wilkinson
    
   
       --------------------------------------------------
        John Wilkinson
        Vice President
    
<PAGE>
                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 8 to this Registration Statement (File No.
333-01741) has been signed below on April 20, 1999 by the following persons, as
officers and directors of the Depositor, in the capacities indicated:
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                                        TITLE
- ------------------------------------------------------  ------------------------------------
 
<C>                                                     <S>
                         /s/                    *
     -------------------------------------------        President and Director
                   Thomas C. Jones                       (Principal Executive Officer)
 
                         /s/ JOHN WILKINSON
     -------------------------------------------        Vice President and Actuary
                    John Wilkinson                       (Principal Financial Officer)
 
                         /s/                    *
     -------------------------------------------        Assistant Vice President
                   Robert E. Wahlam                      (Principal Accounting Officer)
 
                         /s/                    *
     -------------------------------------------        Director
                   Harold W. Albert
 
                         /s/                    *
     -------------------------------------------        Director
                  Robert W. Burgess
 
                         /s/                    *
     -------------------------------------------        Director
                 Joseph M. Fitzgerald
 
                         /s/                    *
     -------------------------------------------        Director
                    Carol M. Olsen
 
                         /s/                    *
     -------------------------------------------        Director
                     John E. Pacy
 
                         /s/                    *
     -------------------------------------------        Director
                  Marc L. Preminger
 
                         /s/                    *
     -------------------------------------------        Director
                 Patricia L. Rowland
 
                         /s/                    *
     -------------------------------------------        Director
               W. Allen Schaffer, M.D.
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
                      SIGNATURE                                        TITLE
- ------------------------------------------------------  ------------------------------------
<C>                                                     <S>
          By             /s/ JOHN WILKINSON
     -------------------------------------------
                    John Wilkinson
                   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 John Wilkinson and
Mark A. Parsons, 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 amendments to Registration
Statement No. 333-01741 filed with the Securities and Exchange Commission under
the Securities Act of 1933, on behalf of the Company in its own name or in the
name of one of its Separate Accounts, 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 12th day of January, 1999.
    
 
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
       /S/ ROBERT E. WAHLMAN
- -----------------------------------  Vice President (Principal
         Robert E. Wahlman            Accounting Officer)
<PAGE>
 
<TABLE>
<S>                                     <C>
MARK A. PARSONS
CHIEF COUNSEL                           [LOGO]
</TABLE>
 
                                                            Legal Department,
                                                            S-215
                                                            Hartford, CT
                                                            06152-2215
                                                            Telephone: (860)
                                                            726-7673
                                                            Facsimile: (860)
                                                            726-8885
 
   
April 20, 1999
    
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
 
Re:    CG Corporate Insurance Variable Life Separate Account 02
       Connecticut General Life Insurance Company
   
       Post-Effective Amendment Number 8, Form S-6: 333-01741
    
 
Dear Sirs:
 
As Chief Counsel of CIGNA Retirement and Investment Services Division of the
CIGNA Companies, I am familiar with the action of the Board of Directors of
Connecticut General Life Insurance Company (the "Company"), establishing the
Account and its method of operation and authorizing the filing of a Registration
Statement under the Securities Act of 1933, (and amendments thereto) for the
securities to be issued by the Account and 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 policies
(and interests therein) which are the subject of Post-Effective Amendment No. 8
to said Registration Statement under the Securities Act of 1933 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 Post-Effective
Amendment No. 8 to said Registration Statement and to the reference to me under
the heading Experts in said Registration, as amended.
    
 
Very truly yours,
 
/s/ Mark A. Parsons
Chief Counsel
<PAGE>
 
<TABLE>
<S>                                     <C>
MICHELLE L. KUNZMAN, FSA, MAAA
ASSISTANT VICE PRESIDENT                [LOGO]
EXECUTIVE BENEFITS
</TABLE>
 
                                                            Corporate Insurance,
                                                            H14A
                                                            Hartford, CT 06104
                                                            Telephone: (860)
                                                            534-4134
                                                            Facsimile: (860)
                                                            534-4190
 
   
April 20, 1999
    
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
 
Re:    CG Corporate Insurance Variable Life Separate Account 02
       Connecticut General Life Insurance Company
   
       Post-Effective Amendment Number 8, Form S-6: 333-01741
    
 
Dear Sirs:
 
   
This opinion is furnished in connection with Post-Effective Amendment No. 8 to
the Registration Statement on Form S-6 filed by Connecticut General Life
Insurance Company under the Securities Act of 1933 recorded as File No.
333-01741. The prospectus included in said Post-Effective Amendment describes
flexible premium variable universal life policies (the "Policies"). The
prospectus also includes information on making the individual Policy available
on a joint and survivorship basis by way of a rider. The forms of Policies and
rider were prepared under my direction and I am familiar with the Registration
Statement, as amended, and Exhibits thereto.
    
 
In my opinion, the illustrations of benefits under the Policies, both with and
without use of the Joint and Survivorship rider, included in the Section
entitled "Illustrations" in the prospectus, based on assumptions stated in the
illustrations, are consistent with the provisions of the respective forms of the
Policies. The ages selected in the illustrations are representative of the
manner in which the Policies operate.
 
I hereby consent to this use of the opinion as an exhibit to the Registration
Statement and to the reference to me under the heading "Experts" in the
prospectus.
 
Very truly yours,
 
Michelle L. Kunzman, FSA, MAAA
Assistant Vice President
<PAGE>
   
                       CONSENT OF INDEPENDENT ACCOUNTANTS
    
 
   
    We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 8 on Form S-6 of our reports dated February 9, 1999
and February 19, 1999, relating to the consolidated financial statements of
Connecticut General Life Insurance Company and the CG Corporate Insurance
Variable Life Separate Account 02, respectively, which appear in such
Prospectus. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
    
 
   
PRICEWATERHOUSECOOPERS LLP
    
   
Hartford, Connecticut
April 20, 1999
    

<PAGE>

           CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                     HARTFORD, CONNECTICUT
                                
                  JOINT AND SURVIVORSHIP RIDER

This rider is made part of the policy to which it is attached
(the "Base Policy") if it is listed in the Policy Specifications. 
The rider will convert the individual Base Policy to a Joint and
Survivorship policy, payable on the death of the second of the
two Insureds to die.

I.   In general, the Base Policy will be revised as follows:

     (a)  All references to the "death of the Insured", or "the
          Insured's death", or similar context, in the Base
          Policy will by reason of this rider be interpreted "the
          death of the second of the two Insureds to die."

     (b)  Features of the Base Policy that are allowed "while the
          Insured is alive", or "during the lifetime of the
          Insured", or similar context, will by reason of this
          rider be allowed "while at least one of the Insureds is
          alive".  These features include:

               -  Rights of Owner
               -  Surrenders and Partial Surrenders
               -  Repayment of Indebtedness
               -  Extension of Coverage

     (c)  Additional Premium Payments will be allowed up to the
          younger Insured's age 100 or to the death of the second
          of the two Insureds to die, whichever is earlier.


II.  Policy Schedule Pages that are affected by this change are
     attached in their amended format.  Both the rider and the
     amended Schedule pages should be attached to the Base
     Policy.

     The affected Schedule Pages are:

     -  Policy Specifications

     -  Table of Guaranteed Maximum Cost of Insurance Rates

     -  Table of Corridor Percentages

     -  Table of Net Single Premium Factors


III. Specific Policy Provisions affected by the rider

     REINSTATEMENT.  Reinstatement is allowed at any time,
     however, the requirement for evidence of insurability is
     modified as follows:

     (a)  Will be required with respect to both insureds if the
          lapse occurred while both Insureds were alive, or
     (b)  Will be required for the survivor if the lapse occurred
          after the death of one of the Insureds.

     OWNER.  The Owner on the date of Issue will be as designated in
     the application.  If no Owner is designated on the application,
     the policy is owned jointly by both Insureds.  After the first
     death, the Owner is the surviving Insured unless otherwise
     stated.

     COST OF INSURANCE RATES.  Monthly cost of insurance rates will be
     determined from time to time by the Company based on, among other
     things, its expectations of future mortality.  The rates will
     also be based on the Insureds' attained age, sex, underwriting
     class, and years since issue.  Any change in cost of insurance
     rates will apply to all individuals of the same classes as the
     Insureds.  Under no circumstances will the cost of insurance
     rates ever be greater than those shown in the Table of Guaranteed
     Maximum Cost of Insurance Rates.  Such guaranteed maximum rates
     are based on the applicable Commissioners 1980 Standard Ordinary
     Mortality Table (age nearest birthday) modified by any flat extra
     or risk factors for the applicable premium class for each person
     insured.

     The determination on each Monthly Anniversary Date of the then
     current monthly cost of insurance rate and the corresponding
     maximum monthly cost of insurance rate applicable under this
     policy is based upon an acturial formula that reflects one-alive
     and both-alive probabilities and uses mortality rates for
     individuals of the same classes as the Insureds.  Such actuarial
     formula has been filed with the insurance supervisory official of
     the jurisdiction in which this policy is delivered.

LR485

<PAGE>

EFFECTIVE DATE OF COVERAGE.  The effective date of the policy
will be the Date of Issue provided the initial premium has been
paid (1) while both Insureds are alive, and (2) prior to any
change in the health or insurability of the Insureds as
represented in the original application.

Effective date of reinstatement is revised to require that at
least one of the Insureds be alive on such a day.

EXTENSION OF COVERAGE.  Provision will be Implemented at the
younger of the two Insureds' age 100.

MISSTATEMENT OF AGE.  By reason of this rider the provision now
relates to either Insured.

SUICIDE.  By reason of this rider the provision now relates to
either Insured.

INCONTESTABILITY.  Policy or increase must be in force for 2 years
during the lifetime of each Insured.

EXCHANGE TO SINGLE LIFE POLICIES.  If while both Insureds are
alive, a change in the Internal Revenue Code would result in a
less favorable tax treatment of the insurance provided under this
policy or if the Insureds are legally divorced while this policy
is in force, the Owner may exchange this policy for separate
single life policies on each of the Insureds subject to the
following conditions: (a) evidence of insurability satisfactory to
the Company is furnished, (b) the Amount of Insurance of each new
policy is not larger than one half of the Amount of Insurance
then in force under this policy, (c) the premium for each new
policy is determined according to the Company's rates then in
effect for that policy based on each Insured's then attained age,
sex, and underwriting class, and (d) any other requirement as 
determined by the Company are met.  The new policies will not
take effect until the date all such requierments are met.

Except as specifically amended by this rider, all of the
provisions, limitations and exclusions of the Base Policy remain
in full force and effect.


                                             /s/ Byron Oliver

                                             President

LR485

<PAGE>

[LOGO]


                                STATE OF CONNECTICUT
                                INSURANCE DEPARTMENT


                                                                    Mar 23, 1999


THIS IS TO CERTIFY, THAT CONNECTICUT GENERAL LIFE INSURANCE COMPANY has filed a
copy of its Certificate of Amendment to restate the Certificate of Incorporation
(Charter) with this Department.














                  WITNESS MY HAND AND OFFICIAL SEAL, AT HARTFORD,
                            THIS 23RD DAY OF MARCH, 1999
                                          
                                          
                                 /s/ George M. Reider, Jr.
                                          
                                          
                               Insurance Commissioner
                                          
                      Certificate of Authority and Compliance
<PAGE>

                              CERTIFICATE OF AMENDMENT
                                 STOCK CORPORATION
                        Office of the Secretary of the State
       30 Trinity Street/ P.O. Box 150470/ Hartford, CT 06115-0470/new/ 1-97
- --------------------------------------------------------------------------------
                              Space For Office Use Only






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

1.   NAME OF CORPORATION:     CONNECTICUT GENERAL LIFE
                              INSURANCE COMPANY

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

2.   THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):

          A.  AMENDED.
- -----
          B.  AMENDED AND RESTATED.
- -----
  X       C.  RESTATED.
- -----

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

3.   TEXT OF EACH AMENDMENT/ RESTATEMENT:

          See Attached.








      (Please reference an 8 1/2 x 11 attachment if additional space is needed)
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                              Space For Office Use Only




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

4.   VOTE INFORMATION (Check A., B. or C.)

     A.   The resolution was approved by shareholders as follows:
- -----

(set forth all voting information required by Conn. Gen. Stat. Section 33-800
as amended in the space provided below)

<TABLE>
<CAPTION>

                                                               Number of    Number of
             Number of     Number of       Number of           votes cast   votes cast
             Outstanding   votes entitled  votes indisputably  IN FAVOR of  AGAINST
Designation  Shares        to be cast      represented         amendment    amendment
- -----------  ------------  --------------  ------------------  -----------  ----------
<S>          <C>           <C>             <C>                 <C>          <C>

</TABLE>








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

  X  B.   The amendment was adopted by the board of directors without
- -----     shareholder action.  The amendment was adopted on
          October 1, 1998.  No shareholder vote was required for adoption.

     C.   The amendment was adopted by the incorporators without shareholder
- -----     action.  No shareholder vote was required for adoption.


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

                                    5. EXECUTION

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

                     Dated this   22nd   day of   March    , 1999
                                --------       ------------

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

     Thomas C. Jones                    President           /s/ Thomas C. Jones
- --------------------------------------------------------------------------------
Print or type name of signatory    Capacity of signatory         Signature
- --------------------------------------------------------------------------------
<PAGE>

Attachment to Certificate of Amendment to Certificate of Incorporation (Charter)

                                   RESTATED CHARTER

                                          OF

                      CONNECTICUT GENERAL LIFE INSURANCE COMPANY

SECTION 1.  Connecticut General Life Insurance Company shall continue under that
name, a body corporate, with power to purchase or otherwise acquire, have, hold
and enjoy lands, tenements, hereditaments, chattels, bonds, stocks, monies,
choses in action and property and effects of every kind, and the same to sell,
grant, demise, alien and convey and to loan, invest and reinvest any of such
assets in any manner now or hereafter permitted in the case of any other
corporation now or hereafter chartered by Connecticut and empowered to do a life
insurance business; to sue and be sued and to plead and be impleaded in all
courts of law and equity; to have and to hold and to change at pleasure a common
seal, and to ordain and to put into execution and to change at pleasure bylaws
consistent with the laws of this state and of the United States.

SEC. 2.  The business of the corporation shall be life insurance, endowments,
annuities, accident insurance, health insurance and any other business or type
of business which any other corporation now or hereafter chartered by 
Connecticut and empowered to do a life insurance business may now or hereafter
lawfully do; and the corporation is specifically empowered to accept and to cede
reinsurance of any such risks or hazards.  The corporation may exercise such
powers outside of Connecticut to the extent permitted by the laws of the
particular jurisdiction.  Policies or other contracts may be issued stipulated
to be with or without participation in profits; and they may be with or without
seal.

SEC. 3.  The capital stock of the corporation shall be not less than three
million dollars and may from time to time be increased when and as authorized by
the stockholders and, unless the stockholders otherwise authorize, shall be
divided into shares of the par value of five dollars each.  The capital stock of
the corporation shall be transferable in accordance with the bylaws; and a
transfer agent may be employed.

SEC. 4.  The annual meeting of the stockholders of the corporation shall be held
at such time and place as may be determined from time to time either by or in
accordance with the bylaws.  If the corporation shall fail to hold its annual
meeting at the time specified for the meeting in any year or shall fail to elect
directors thereat, the corporation shall not be dissolved nor shall its rights
be impaired thereby, but a special meeting of the stockholders shall be called;
and at such meeting directors to fill the places of the directors whose terms
shall have expired may be elected and any other proper business may be
transacted.  At all meetings of the stockholders each stockholder shall be
entitled to vote in person or by an attorney duly authorized by a written proxy,
each share of stock represented at the meeting shall be entitled to one vote and
the stockholders represented at the meeting shall constitute a quorum.

SEC. 5.  The corporate office shall be at Bloomfield, Connecticut or at some
other place within or without the State of Connecticut and the corporation may
establish and maintain other offices and

<PAGE>

agencies in other locations within or without the State.  The property and
affairs of the corporation shall be managed under the direction of a board of
not less than nine directors, the number and the terms of office to be
determined from time to time by the board of directors in accordance with the
bylaws, provided no director shall be elected for a longer term than five years.
The directors shall be chosen by ballot by the stockholders except that, if any
vacancy occurs in the board of directors, such vacancy may be filled by the
remaining directors for the unexpired portion of the term, and if the number of
directors is increased by vote of the board of directors between meetings of
stockholders, the additional directors may be chosen by the board of directors
for terms expiring with the next annual meeting thereafter.  Unless the bylaws
provide for a lesser or greater quorum as may be permitted by law, a majority of
the authorized number of directors, as fixed by the board of directors from time
to time, shall constitute a quorum.

SEC. 6.  The personal liability of a person who is or was a director of the
corporation to the corporation or its stockholders for monetary damages for
breach of duty as a director shall be limited to the amount of compensation
received by the director for serving the corporation during the year of the
violation if such breach did not (a) involve a knowing and culpable violation of
law by the director, (b) enable the director or an associate, as defined in
Section 33-840 of the Connecticut Business Corporation Act as in effect on the
effective date hereof or as it may be amended from time to time (the "Act"), to
receive an improper personal economic gain, (c) show a lack of good faith and a
conscious disregard for the duty of the director to the corporation under
circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the corporation, (d)
constitute a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the corporation, or (e) create liability
under Section 33-757 of the Act.  This Section 6 shall not limit or preclude the
liability of a person who is or was a director for any act or omission occurring
prior to the effective date hereof.  Any lawful repeal or modification of this
Section 6 or the adoption of any provision inconsistent herewith by the board of
directors and the stockholders of the corporation shall not, with respect to a
person who is or was a director, adversely affect any limitation of liability,
right or protection existing at or prior to the effective date of such repeal,
modification or adoption of a provision inconsistent herewith.  The limitation
of liability of any person who is or was a director provided for in this Section
6 shall not be exclusive of any other limitation or elimination of liability
contained in, or which may be provided to any such person under, Connecticut law
as in effect on the effective date hereof or as thereafter amended.

SEC. 7.  The corporation may indemnify or advance expenses to a person who is or
was a director, officer, employee or agent of the corporation, or who is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee or agent of another corporation, a partnership, joint venture, trust,
an employee benefit plan or other entity, to the extent permitted under
Connecticut law as in effect on the effective date hereof or as thereafter
amended, including, pursuant to Section 33-636(b)(5) of the Act, for liability
of any such person for any actions taken, or any failure to take any actions,
except for conduct as set out in items (a) through (e) of Section 6, above.  The
corporation shall indemnify or advance expenses to any such person to the full
extent as required in the bylaws of the corporation, as amended from time to
time, and the corporation shall not be required pursuant to Section 33-771(e) of
the Act to indemnify or advance expenses to its directors, nor shall the
corporation be required pursuant to Section 33-776(d) of the Act to indemnify
and advance expenses to its officers, employees or agents who are not directors.






<PAGE>

                      CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                CERTIFICATE OF BYLAWS


This is to certify that, effective July 30, 1998, the Bylaws of Connecticut
General Life Insurance Company were amended to read as follows:

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

                                      ARTICLE 1

The annual meeting of the stockholders shall be held on the fourth Monday in
April or on such other date as the directors may designate and at such place as
they may determine.  All other meetings of the stockholders shall be held at
such times and places as the directors may determine.  A written or printed
notice of any meeting shall be mailed to each stockholder at least ten days
prior to the meeting.

                                      ARTICLE 2

The number and terms of office of the directors shall be determined from time to
time by the board of directors.  No person shall be elected as a director after
attaining the age of 70 years.  The compensation of directors shall be as
determined by the directors.

                                      ARTICLE 3

The directors shall hold meetings at such times and places as they may
determine.  Special meetings of the directors may be called by the chairman of
the board and shall be called by the chairman of the board or in his absence by
another director upon request in writing of the president or of any three
directors.  One-third of the total number of directors shall constitute a
quorum.  Action of the directors shall be by majority vote of the directors
present.

                                      ARTICLE 4

The directors shall determine the order of their business and their own rules of
order and they shall preserve a written record of their doings.

                                      ARTICLE 5

The directors, by resolution adopted by a majority of the entire board, may
appoint from their number one or more committees, each consisting of two or more
directors and each of which, to the extent provided in such resolution, shall
have all the authority of the board.  A majority of the members of a committee
shall constitute a quorum.

<PAGE>


                                      ARTICLE 6

The directors shall choose from among their number a chairman of the board and
shall elect a president, one or more vice presidents and one or more
secretaries, including a corporate secretary.  They may also elect such other
officers as they may deem desirable.  They may also authorize the chairman of
the board, the president or other designated officers to appoint such officers,
other than the chairman of the board, the president and the corporate secretary,
with such titles, duties and powers as the appointing officer may deem
desirable.

                                      ARTICLE 7

All loans and purchases for investment shall be authorized or approved by the
directors or by an authorized committee of the board.

                                      ARTICLE 8

Real estate may be sold by the president or a vice president or an assistant
vice president and the instrument of conveyance shall be executed by the
president or a vice president or an assistant vice president and by a secretary
or an assistant secretary or an investment officer or an assistant investment
officer.

The sale of real estate where either the cost or the sale price exceeds
$1,000,000 shall be authorized or approved by the directors or an authorized
committee of the board, and all sales of real estate shall be reported to the
directors or an authorized committee of the board.

The president or a vice president or an assistant vice president or a secretary
or an assistant secretary or an investment officer or an assistant investment
officer is authorized to execute releases (or to execute powers authorizing
specific releases), assignments, or other instruments relating to mortgages,
trust deeds, judgment liens, or other liens, and to execute leases or other
contracts relating to real estate, and the president or a vice president or an
assistant vice resident may delegate to others by written instrument authority
to execute leases.

                                      ARTICLE 9

The sale or other disposition of any investments other than those specifically
provided for in Article 8 shall be authorized or approved by the directors or an
authorized committee of the board.

The president or a vice president or an assistant vice president or a secretary
or an assistant secretary or an investment officer or an assistant investment
officer is authorized to execute any instruments necessary in connection with
the purchase or the sale or other disposition of any investments other than
those specifically provided for in Article 8 and to execute any agreements
relating to any such investments.

<PAGE>

The directors or an authorized committee of the board may at any time and from
time to time enlarge, restrict or in any way modify the authorizations granted
in Articles 8 and 9.

                                      ARTICLE 10

Auditors shall be chosen at each annual meeting of the stockholders and their
compensation shall be as determined by the directors.

                                      ARTICLE 11

Transfers of stock shall be made only upon the books of the company.  A transfer
agent may be employed.

                                      ARTICLE 12

Subject to the conditions set forth below, the company shall indemnify any
individual who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative and whether formal or
informal (a "Proceeding"), other than a Proceeding by or in the right of the
company, because such individual is or was a director, officer or employee of
the company, against liability incurred in the Proceeding (including the
obligation to pay a judgment, settlement, penalty, fine, and reasonable expenses
incurred with respect to a Proceeding), if such individual conducted himself in
good faith and such individual reasonably believed, in the case of conduct in
such individual's official capacity, that his conduct was in the best interests
of the company and, in all other cases, that his conduct was at least not
opposed to the best interests of the company, and, in the case of a criminal
proceeding, such individual had no reasonable cause to believe his conduct was
unlawful.  Such indemnification shall be made only as properly authorized for a
specific Proceeding upon a determination that such indemnification is
permissible, as provided by applicable law.  Such indemnification shall include
payment for reasonable expenses (including counsel fees) incurred in advance of
the final disposition of such Proceeding if such individual delivers to the
company (1) a written affirmation of his good faith belief that he has met the
relevant standard of conduct described above, (2) his written undertaking to
repay any funds advanced if it is ultimately determined that such individual has
not met the relevant standard of conduct described above, and (3) his written
agreement to certain additional terms and conditions, in such form as may be
deemed to be appropriate by or on behalf of the company.  The foregoing
provisions shall not be exclusive of other rights to which such individual may
be entitled as a matter of law.  Also, the rights granted by this paragraph
shall not apply in connection with any Proceeding initiated or instigated
directly or indirectly, in whole or in part, by or on behalf of such individual,
unless the Proceeding was authorized by the Board of Directors of the company.

<PAGE>

The rights granted by the foregoing paragraph shall not extend to an individual
who is or was an agent of the company, nor to an individual (whether or not
such individual is or was a director, officer or employee of the company) who is
or was serving at the company's request as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.  In any such case, or in the case of a Proceeding by
or in the right of the company, or if the individual engaged in conduct for
which broader indemnification is permitted under the certificate of
incorporation or charter or under applicable law, the company may, but shall not
be obligated to, indemnify such individual, except or unless as legally
required, whether by statute or otherwise.

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

I further certify that the above bylaws are now in full force and effect, and
that I am an official of Connecticut General Life Insurance Company, with the
title indicated.

Dated at Bloomfield, Connecticut this        day of                 , 19   



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                                                           Signature of Official


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                                                                           Title




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