SUN LIFE OF CANADA U S VARIABLE ACCOUNT G
497, 1997-02-24
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<PAGE>
<PAGE>
   
                                                                FEBRUARY 3, 1997
    
 
   
                           SUN LIFE CORPORATE VUL-SM-
    
 
               --------------------------------------------------
 
ISSUED BY
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
A WHOLLY-OWNED SUBSIDIARY OF SUN LIFE ASSURANCE COMPANY OF CANADA.
 
ONE SUN LIFE EXECUTIVE PARK (ATTN: CORPORATE MARKETS)
WELLESLEY HILLS, MASSACHUSETTS 02181
(800) 432-1102 EXT. 2438
 
- --------------------------------------------------------------------------------
 
    This  Prospectus  describes  Sun  Life  Corporate  VUL,  a  flexible premium
variable universal  life insurance  policy (the  "Policy") offered  by Sun  Life
Assurance  Company of Canada (U.S.) (the  "Company"). The Policy is designed for
use by corporations  and other  employers, to provide  life insurance  benefits,
flexibility of premium payments, and a variety of investment options.
 
    The  Policy provides a choice of two  death benefit options and two tests to
be used to determine if the  Policy qualifies as "life insurance" under  federal
tax  laws. The Policy has a Cash  Surrender Value which generally increases with
the payment of each Premium, decreases  to reflect charges, and varies with  the
investment performance of the underlying investment options. There is no minimum
Cash  Surrender Value.  You may also  borrow against your  Account Value, within
certain limits.  Additional  life  insurance  coverage  is  available  under  an
Additional Protection Benefit Rider.
 
    The  Policy will  remain in effect  so long  as the Account  Value less your
Policy Debt is sufficient to cover charges assessed against the Policy.
 
    The Policy allows you  to allocate Net Premiums  and Account Value among  17
Sub-Accounts,  each of which invests in  a corresponding investment portfolio of
one of the following mutual funds: MFS/Sun Life Series Trust, Fidelity  Variable
Insurance Products Fund, Fidelity Variable Insurance Products Fund II, Neuberger
&  Berman Advisers Management Trust, JPM  Series Trust II and Templeton Variable
Products Series Fund.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
MFS/SUN  LIFE SERIES TRUST, FIDELITY  VARIABLE INSURANCE PRODUCTS FUND, FIDELITY
VARIABLE INSURANCE  PRODUCTS FUND  II, NEUBERGER  & BERMAN  ADVISERS  MANAGEMENT
TRUST,  JPM SERIES  TRUST II  AND TEMPLETON  VARIABLE PRODUCTS  SERIES FUND. YOU
SHOULD RETAIN THESE PROSPECTUSES FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                  PAGE
<S>                                                               <C>
Summary                                                             1
Definitions                                                         4
Summary of the Policy                                               7
Use of the Policy                                                   8
The Company, the Variable Account and the Funds                     8
    The Company                                                     8
    The Variable Account                                            9
    The Funds                                                       9
Performance Information                                            12
The Policy                                                         14
    Application and Issuance of a Policy                           14
    Free Look Period                                               15
Premium Payment                                                    15
    Planned Periodic Premiums                                      15
    General Premium Limits                                         15
    Tax Limits on Premium Payments                                 16
    Allocation of Net Premium                                      16
    Modified Endowment Contracts                                   16
Death Benefit                                                      16
    Death Benefit Compliance Test                                  16
    Death Benefit Options                                          17
    Benefits at Death                                              17
    Changes in the Death Benefit Option                            17
    APB Rider                                                      18
    Minimum Face Amount                                            18
    Changes in Face Amount                                         18
    Decreases in Face Amount                                       19
    Increases in Face Amount                                       19
Account Value                                                      19
    Account Value in the Sub-Accounts                              19
    Net Investment Factor                                          20
    Account Value in the Loan Account                              21
    Transfer Privileges                                            21
    Surrender                                                      21
    Partial Surrender                                              21
    Allocation of Partial Surrender                                22
    Insufficient Value                                             22
    Grace Period                                                   22
Charges, Deductions and Refunds                                    22
    Expense Charges Deducted as a Percent of Premium               22
    Sales Load Refund at Surrender                                 23
    Expense Charges Deducted as a Percent of Assets                23
    Expenses of the Underlying Funds                               23
    Expense Charges Deducted on a Per Policy Basis                 24
    Monthly Cost of Insurance                                      24
    Reduction of Charges                                           25
</TABLE>
    
 
                                       2
<PAGE>
                         TABLE OF CONTENTS--(CONTINUED)
   
<TABLE>
<CAPTION>
                                                                  PAGE
<S>                                                               <C>
Policy Loans                                                       25
General Provisions                                                 25
    Addition, Deletion or Substitution of Investments              25
    Alteration                                                     25
    Assignments                                                    26
    Change in Operation of the Variable Account                    26
    Conversion                                                     26
    Deferral of Payment                                            26
    Entire Contract                                                26
    Illustrations                                                  26
    Incontestability                                               26
    Maturity                                                       27
    Misstatement of Age or Sex (Non-Unisex Policy)                 27
    Modification                                                   27
    Nonparticipating                                               27
    Procedure                                                      27
    Report to Owner                                                27
    Rights of Beneficiary                                          27
    Rights of Owner                                                27
    Splitting Units                                                28
    Suicide                                                        28
    Termination                                                    28
    Voting Rights                                                  28
Distribution of the Policies                                       29
Other Contractual Arrangements                                     29
    Administration                                                 29
    Custodian                                                      29
    Reinsurance                                                    29
Federal Tax Status                                                 29
    Tax Treatment of the Company and the Variable Account          30
    Taxation of Policy Proceeds                                    30
The Company's Directors and Executive Officers                     32
State Regulation                                                   35
Legal Proceedings                                                  35
Legal Matters                                                      35
Experts                                                            36
Accountants                                                        36
Registration Statements                                            36
Financial Statements                                               36
Appendix A--Illustrations of Death Benefits, Account Values
  and Cash Surrender Values                                       A-1
</TABLE>
    
 
                              -------------------
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING MAY  NOT BE LAWFULLY  MADE. NO  PERSON IS AUTHORIZED  TO MAKE  ANY
REPRESENTATIONS  IN CONNECTION WITH THIS OFFERING  OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUSES.
 
                                       3
<PAGE>
                                  DEFINITIONS
 
    The following terms as used in the Prospectus have the indicated meanings.
 
    ACCOUNT  VALUE:  The sum of the  amounts in each Sub-Account of the Variable
Account with respect to the Policy and the amount of the Loan Account.
 
    ADDITIONAL PROTECTION BENEFIT RIDER ("APB  RIDER"):  A rider available  that
allows you to add life insurance coverage to the Policy.
 
    ANNIVERSARY:   The same day  in each succeeding year as  the day of the year
corresponding to the Issue Date.
 
    APB RIDER DEATH BENEFIT:  The death benefit under the APB Rider.
 
    APB RIDER FACE AMOUNT:   The amount  of APB Rider  coverage you request,  as
specified  in the Application. It is used  in determining the Death Benefit. You
may apply for a varying amount of  APB Rider coverage, subject to the  Company's
limits and requirements, as described in this prospectus.
 
    APPLICATION:  Your application for the Policy.
 
    ATTAINED  AGE:  The Insured's Issue Age  plus the number of completed Policy
Years.
 
    BASE DEATH BENEFIT:   The death benefit under  the Policy, exclusive of  any
APB Rider Death Benefit or any other supplemental benefits.
 
    BENEFICIARY:   The person or entity  entitled to receive the Policy Proceeds
as they become due at death.
 
    BUSINESS DAY:  Any day that we are open for business.
 
    CASH SURRENDER VALUE:   The Account  Value decreased by  the balance of  any
outstanding  Policy Debt,  increased by the  Sales Load Refund  at Surrender, if
any.
 
    CLASS:   The  risk, underwriting,  and  substandard table  rating,  if  any,
classification of the Insured.
 
    COMPANY:   Sun Life Assurance Company of  Canada (U.S.) (also referred to as
"we, us, our").
 
    DAILY RISK PERCENTAGE:   The daily rate for  deduction of the mortality  and
expense risk charge.
 
    DEATH  BENEFIT:  The sum  of the Base Death Benefit  and the APB Rider Death
Benefit, if any.
 
   
    DUE PROOF:  Such evidence as we may reasonably require in order to establish
that Policy Proceeds are due and payable.
    
 
    EFFECTIVE DATE  OF COVERAGE:   Initially,  the Investment  Start Date;  with
respect  to any increase in  the Total Face Amount,  the Monthly Anniversary Day
that falls on or next follows  the date we approve the supplemental  application
for  such increase; with respect  to any decrease in  the Total Face Amount, the
Monthly Anniversary Day that falls on or  next follows the date we receive  your
request.
 
    EXPENSE CHARGES APPLIED TO PREMIUM:  The expense charges applied to Premium,
consisting of the charges for premium tax, the federal deferred acquisition cost
("DAC") tax, and the sales load.
 
    FUND:  A mutual fund in which a Sub-Account invests.
 
    GENERAL  ACCOUNT:  The assets  held by us other  than those allocated to the
Sub-Accounts of  the Variable  Account  or any  other  separate account  of  the
Company.  There is  no General  Account investment  option available  under this
Policy.
 
    INSURED:  The person on whose life the Policy is issued.
 
    INVESTMENT START DATE:  The date the first Premium is applied, which will be
the later of the Issue Date, the  Business Day we approve the application for  a
Policy,  or the Business Day we  receive a Premium equal to  or in excess of the
Minimum Premium.
 
    ISSUE AGE:  The Insured's age as of the Insured's birthday nearest the Issue
Date.
 
                                       4
<PAGE>
    ISSUE DATE:  A date specified in  your Policy as the date from which  Policy
Anniversaries, Policy Years and Policy Months are measured.
 
    LOAN  ACCOUNT:  An account established for the Policy, the value of which is
the principal amount of any outstanding  loan against the Policy, plus  credited
interest thereon.
 
    MATURITY:  The Anniversary on which the Insured's Attained Age is 100.
 
    MINIMUM  PREMIUM:  The Premium amount due  and payable as of the Issue Date,
as specified in your Policy. The Minimum Premium varies based on the Issue  Age,
sex, and Class of the Insured and the Total Face Amount of the Policy.
 
    MONTHLY  ANNIVERSARY DAY:  The same day  in each succeeding month as the day
of the month corresponding to the Issue Date.
 
    MONTHLY COST OF  INSURANCE:  A  deduction made  on a monthly  basis for  the
insurance coverage provided by the Policy.
 
    MONTHLY  EXPENSE CHARGE:  A per Policy deduction made on a monthly basis for
administration and other expenses.
 
    MORTALITY AND EXPENSE RISK PERCENTAGE:  The annual percentage rate  deducted
from  the Account Value in  the Sub-Accounts for the  mortality and expense risk
charge. This  annual  rate  is  converted  to  a  daily  rate,  the  Daily  Risk
Percentage, and deducted from the Account Value on a daily basis.
 
   
    NET  PREMIUM:  The  amount you pay  as the Premium  less the Expense Charges
Applied to Premium.
    
 
    OUR PRINCIPAL OFFICE:   Sun Life Assurance Company  of Canada (U.S.)  (Attn:
Corporate Markets), One Sun Life Executive Park, Wellesley Hills, Massachusetts,
02181, or such other address as we may specify to you by written notice.
 
    OWNER:    The person,  persons or  entity entitled  to the  ownership rights
stated in the  Policy while  the Insured  is alive  (also referred  to as  "you,
your").
 
   
    PARTIAL  SURRENDER:   A  surrender  of a  portion  of the  Account  Value in
exchange for a payment to the Owner, in accordance with the Policy.
    
 
    POLICY:  The life insurance contract, Sun Life Corporate VUL, including  the
Application, any riders or endorsements and any applications therefor.
 
    POLICY  DEBT:   The  principal amount  of any  outstanding loan  against the
Policy, plus accrued but unpaid interest on such loan.
 
    POLICY MONTH:  A Policy Month is a one-month period commencing on the  Issue
Date  or any Monthly Anniversary Day and  ending on the next Monthly Anniversary
Day.
 
    POLICY PROCEEDS:  The amount determined in accordance with the terms of this
Policy that is  payable at  the death  of the  Insured prior  to Maturity.  This
amount  is the Base  Death Benefit, decreased  by the amount  of any outstanding
Policy Debt, and  increased by  the amounts payable  under any  APB Rider  Death
Benefit and any other supplemental benefits.
 
    POLICY  YEAR:  A  Policy Year is  a one-year period  commencing on the Issue
Date or any Anniversary and ending on the next Anniversary.
 
    PREMIUM:  An  amount paid to  us by the  Owner or on  the Owner's behalf  as
consideration for the benefits provided by the Policy.
 
   
    SALES  LOAD REFUND  AT SURRENDER:   The portion  of any Premium  paid in the
Policy Year of  surrender which is  refunded upon surrender  in the first  three
Policy Years, determined in the manner specified in the Policy.
    
 
    SERVICE  CENTER:  Andesa  TPA, Inc., 1605  N. Cedar Crest  Blvd., Suite 502,
Allentown, Pennsylvania, 18104-2351, or such other service center or address  as
we may hereafter specify to you by written notice.
 
                                       5
<PAGE>
    SPECIFIED FACE AMOUNT:  The amount of life insurance coverage you request as
specified  in the Policy, exclusive of any  APB Rider. It is used in determining
the Death Benefit.  You may increase  or decrease the  Specified Face Amount  as
described in this Prospectus.
 
    SUB-ACCOUNTS:   Sub-Accounts into  which the assets  of the Variable Account
are divided, each of which corresponds to an investment choice available to you.
 
   
    TARGET PREMIUM:  An amount of  Premium specified in your Policy. The  Target
Premium varies based on the Insured's Issue Age, sex, and Specified Face Amount.
The  sales load  deduction applied  to Premiums paid  in the  first seven Policy
Years and the Sales Load  Refund at Surrender for  surrender in the first  three
Policy Years is higher on premium paid up to Target Premium and lower on premium
paid  above Target Premium. Use of the  APB Rider will affect Target Premium and
policy Values as described in this prospectus in the section DEATH  BENEFIT--APB
Rider.
    
 
    TOTAL  FACE AMOUNT:  The sum of the  Specified Face Amount and the APB Rider
Face Amount.
 
    UNIT:  A  unit of measurement  that we use  to calculate the  value of  each
Sub-Account.
 
    UNIT VALUE:  The value of each Unit of assets in a Sub-Account.
 
    VALUATION  DATE:  Any day that benefits vary and on which the New York Stock
Exchange, we, and the relevant Fund are open for business. A Valuation Date will
also include  any day  that may  be required  by any  applicable Securities  and
Exchange Commission Rules and Regulations.
 
    VALUATION PERIOD:  A period of time from one determination of Unit Values to
the  next subsequent determination of Unit Values. We will determine Unit Values
for each Valuation Date as of the close  of the New York Stock Exchange on  that
Valuation Date.
 
    VARIABLE  ACCOUNT:  Sun Life of Canada (U.S.) Variable Account G, a separate
account of  the Company  consisting of  assets  set aside  by the  Company,  the
investment performance of which is kept separate from that of the general assets
of the Company (also referred to as "Variable Account G").
 
    WE, US AND OUR:  The Company and the Company's.
 
    YOU AND YOUR:  The Owner and the Owner's.
 
                                       6
<PAGE>
                             SUMMARY OF THE POLICY
 
   
    The  Policy  is  an  individual  flexible  premium  variable  universal life
insurance policy offered  by Sun Life  Assurance Company of  Canada (U.S.).  The
Policy  may be owned by an individual, a corporation or other entity. The Policy
may be used for such purposes  as financing non-tax qualified executive  benefit
plans.  The  Policy is  subject  to our  policy issue  rules.  You must  have an
insurable interest in the life of the Insured. (See "USE OF THE POLICY.")
    
 
    Premium payments under the  Policy are flexible, and  you choose the  amount
and frequency of your Premium payments. The Policy will remain in effect so long
as  your  Account Value  less Policy  Debt  is sufficient  to cover  any charges
against the Policy. (See "PREMIUM PAYMENTS.")
 
    Net Premiums and Account Value may be allocated among any of the  investment
options  available  under  the  Policy,  each  of  which  is  represented  by  a
Sub-Account under  the  Policy.  Each Sub-Account  invests  in  a  corresponding
portfolio (the "Portfolios") of one of the following mutual funds (the "Funds"):
 
    MFS/Sun Life Series Trust
 
<TABLE>
<S>                                          <C>
- - Capital Appreciation Series                - Total Return Series
- - Emerging Growth Series                     - World Growth Series
- - Government Securities Series
</TABLE>
 
   
    Fidelity  Variable  Insurance Products  Fund  ("VIP") and  Fidelity Variable
Insurance Products
    Fund II ("VIP II")
    
 
   
<TABLE>
<S>                                          <C>
- - VIP II Contrafund Portfolio                - VIP High Income Portfolio
- - VIP Equity Income Portfolio                - VIP II Index 500 Portfolio
- - VIP Growth Portfolio                       - VIP Money Market Portfolio
</TABLE>
    
 
    Neuberger & Berman Advisers Management Trust
 
<TABLE>
<S>                                          <C>
- - Limited Maturity Bond Portfolio            - Partners Portfolio
</TABLE>
 
    JPM Series Trust II
 
<TABLE>
<S>                                          <C>
- - Bond Portfolio                             - Small Company Portfolio
- - Equity Portfolio
</TABLE>
 
    Templeton Variable Products Series Fund
 
<TABLE>
<S>                                          <C>
- - Templeton Stock Fund
</TABLE>
 
(See "THE COMPANY, THE VARIABLE ACCOUNT AND THE FUNDS -- The Funds.")
 
    You may change your allocation  percentages and transfer your Account  Value
among  Sub-Accounts, within certain limits. (See "PREMIUM PAYMENTS -- Allocation
of Net Premium" and "ACCOUNT VALUE -- Transfer Privileges.")
 
    The Policy offers a choice of death benefit options and a choice between two
tests to be used to determine if the Policy qualifies as "life insurance"  under
federal  tax laws. The  two tests are  the Cash Value  Accumulation Test and the
Guideline Premium Test.  If the  Cash Value  Accumulation Test  is chosen,  only
death  benefit Option A is available. Death  benefit Option A results in a level
Base Death Benefit equal to the Specified Face Amount, unless the life insurance
test requires a  greater amount. Death  benefit Option B  results in a  variable
Base Death Benefit equal to the Specified Face Amount plus Account Value, unless
the  life insurance  test chosen requires  a greater amount.  The life insurance
test you  choose cannot  be changed  after issue.  If you  choose the  Guideline
Premium Test, you may change your death benefit option. (See "DEATH BENEFIT.")
 
    We  deduct  from Premium  payments a  charge to  cover our  federal deferred
acquisition tax cost,  which is currently  1.25% of Premium  (guaranteed not  to
exceed  this rate), and for premium tax,  which is currently the rate charged in
your state of residence for state and  local taxes (guaranteed not to exceed  4%
of Premium in most states). In each of the first seven Policy Years, we deduct a
sales load equal to 8.75% of Premium up to
 
                                       7
<PAGE>
   
Target  Premium, as specified in your Policy,  and 2.25% of Premium in excess of
Target Premium. No sales load is deducted after the seventh Policy Year. We also
deduct a daily mortality and expense risk charge, currently at an annual rate of
0.75% of the Variable Account's net asset  value for the first ten Policy  Years
and  0.35%  thereafter (guaranteed  not to  exceed 0.90%),  and monthly  cost of
insurance charges for  the insurance  protection provided under  the Policy.  We
deduct  a Monthly  Expense Charge  of $13.75 during  the first  Policy Year, and
$7.50 thereafter (guaranteed not to exceed $13.75 per month). Account Value also
reflects the deduction  of management fees  and other expenses  incurred by  the
underlying investment Portfolios. (See "CHARGES, DEDUCTIONS AND REFUND.")
    
 
    There  are no surrender charges. Upon  full surrender during the first three
Policy Years, you will receive  a partial refund of  the sales load deducted  in
that year. Partial Surrenders are permitted once per Policy Year after the first
Policy  Year. No refund of sales load  is provided for Partial Surrenders. Loans
are available  under the  Policy  at any  time.  (See "CHARGES,  DEDUCTIONS  AND
REFUNDS.")
 
   
    An  APB  Rider,  which  provides  additional  life  insurance  coverage,  is
available with the Policy as an optional  benefit. The cost of the APB Rider  is
included  in the Monthly Cost of Insurance deduction. (See "DEATH BENEFIT -- APB
Rider.")
    
 
    The Policy offers other benefits and features described in greater detail in
this Prospectus. You should consult the Policy concerning the insurance coverage
and rights afforded to you under the Policy.
 
    This summary is intended to provide only  a very brief overview of the  more
significant  aspects of the Policy. Further detail is provided in the Prospectus
and the Policy.
 
                               USE OF THE POLICY
 
   
    The Policy is designed  to provide to corporations  and other entities  life
insurance  coverage on their employees or other persons in whose lives they have
an insurable  interest, and  may be  used in  connection with  various types  of
non-tax qualified executive benefit plans. At the same time, the Policy provides
an  Account Value  which will  be to  some extent  responsive to  changes in the
economic environment,  including inflationary  forces and  changes in  rates  of
return  available  from  various types  of  investments. A  range  of investment
options is provided under the  Policy. You, as the  Owner, will have all  rights
and privileges under the Policy.
    
 
    The  Policy's Account Value and Cash  Surrender Value will fluctuate and are
subject to  the risks  of changing  economic conditions,  as well  as the  risks
inherent  in the  ability of  the various  Funds' managements  to make necessary
changes in their portfolios to anticipate changes in economic conditions.  There
is  no minimum  or guaranteed Account  Value attainable or  Cash Surrender Value
payable under the Policy.
 
    It may not be  advantageous to replace existing  insurance or supplement  an
existing life insurance policy with the Policy.
 
                THE COMPANY, THE VARIABLE ACCOUNT, AND THE FUNDS
 
THE COMPANY
 
    The Company is a stock life insurance company incorporated under the laws of
Delaware  on January 12, 1970.  Its Executive Office mailing  address is One Sun
Life Executive  Park,  Wellesley  Hills, Massachusetts  02181,  telephone  (617)
237-6030.  It has obtained  authorization to do  business in forty-eight states,
the District of Columbia and Puerto Rico, and it is anticipated that the Company
will be authorized to  do business in  all states except  New York. The  Company
issues  life insurance policies and individual  and group annuities. The Company
has formed a wholly-owned subsidiary, Sun Life Insurance and Annuity Company  of
New  York, which issues individual  fixed and combination fixed/variable annuity
contracts and group  life and long-term  disability insurance in  New York.  The
Company's  other subsidiaries  are Massachusetts Financial  Services Company and
Sun Capital  Advisers,  Inc.,  registered investment  advisers,  Sun  Investment
Services Company, a registered broker-dealer and investment adviser, Sun Benefit
Services,  Company,  Inc.,  which  offers  claims,  administrative  and  pension
brokerage services, New London Trust, F.S.B., a federally
 
                                       8
<PAGE>
chartered savings bank, Massachusetts  Casualty Insurance Company, which  issues
individual  disability income policies, and Sun Life Financial Services Limited,
which provides administrative services to  Sun Life Assurance Company of  Canada
in connection with non-U.S. business.
 
    The  Company is a  wholly-owned subsidiary of Sun  Life Assurance Company of
Canada, 150  King  Street West,  Toronto,  Ontario,  Canada MFH  1J9.  Sun  Life
Assurance  Company of  Canada is  a mutual  life insurance  company incorporated
pursuant to Act of Parliament of Canada in 1865 and currently transacts business
in all of the Canadian provinces and territories, in all states except New York,
and in the District of Columbia, Puerto Rico, the Virgin Islands, Great Britain,
Ireland, Hong Kong, Bermuda and the Philippines.
 
THE VARIABLE ACCOUNT
 
    Pursuant to a resolution of the Board of Directors, the Variable Account was
established by the Company  on July 25, 1996.  Under Delaware insurance law  and
under  the  Policy, the  income, gains  or  losses of  the Variable  Account are
credited to or charged against the assets of the Variable Account without regard
to the other income, gains  or losses of the Company.  These assets are held  in
relation  to the Policies  described in this Prospectus  and such other variable
life insurance  contracts as  we have  issued  and designated  and may,  in  the
future,  issue and designate as providing benefits which vary in accordance with
the  investment  performance  of  the  Variable  Account.  Although  the  assets
maintained  in the  Variable Account  will not  be charged  with any liabilities
arising out of  any other  business conducted  by the  Company, all  obligations
arising  under the Policy,  including the promise to  make all benefit payments,
are general corporate obligations of the Company.
 
    The Company is the legal owner of the assets of the Variable Account. We are
required to maintain at all  times assets in the  Variable Account with a  total
market  value at least equal  to the reserves and  other liabilities relating to
the variable life insurance  benefits under the  contracts participating in  the
Variable Account. In addition to these assets, the Variable Account's assets may
include  amounts  we  have contributed  to  commence operation  of  the Variable
Account, and  may include  accumulations  of the  charges  we make  against  the
Variable  Account. From time to time  these additional assets may be transferred
in cash  to  our General  Account.  Before making  any  such transfer,  we  will
consider  any possible  adverse impact the  transfer might have  on the Variable
Account.
 
    The Variable Account meets  the definition of a  separate account under  the
federal  securities laws and is registered as  a unit investment trust under the
Investment Company Act of  1940. Registration with  the Securities and  Exchange
Commission  (the "Commission") does not involve supervision of the management or
investment practices or policies  of the Variable Account  or of the Company  by
the  Commission. For state  law purposes, the  Variable Account is  treated as a
part or division  of the  Company. We  are the custodian  of the  assets of  the
Variable Account.
 
    The  assets of the  Variable Account are divided  into Sub-Accounts, each of
which invests  exclusively  in  shares  of  a  single  corresponding  investment
portfolio. Currently there are 17 Sub-Accounts, and Sub-Accounts may be added or
deleted  in the future. Income, gains and  losses, whether or not realized, from
the assets  of  each  Sub-Account  are  credited  to  or  charged  against  that
Sub-Account  without regard to income, gains  or losses in other Sub-Accounts of
the Variable Account. All amounts allocated to the Variable Account will be used
to purchase shares of one or more of the Funds, as you designate. Deductions and
surrenders from the Variable Account will,  in effect, be made by redeeming  the
number  of Fund shares at net asset value  equal in total value to the amount to
be deducted. The Variable Account will be  fully invested in Fund shares at  all
times.
 
    The  Variable Account can choose to  receive distributions from the Funds in
either cash or additional shares. It is expected that the Variable Account  will
choose  to receive distributions  in additional shares.  If the Variable Account
chooses to receive distributions in cash, it will reinvest the cash in the Funds
to purchase additional shares at their net asset value.
 
THE FUNDS
 
    The following is  a brief  description of  the Funds  and a  summary of  the
investment   objectives  of  each  Portfolio.  More  comprehensive  information,
including a discussion of potential risks, is found in the current  prospectuses
for  each Fund, which  are distributed with and  must accompany this Prospectus.
You should
 
                                       9
<PAGE>
read  the  accompanying  prospectuses  carefully  before  investing.  Additional
prospectuses  and the Statements of Additional Information for each of the Funds
can be obtained from  the Company's Office at  the address and telephone  number
listed on the cover of this Prospectus.
 
    MFS/SUN  LIFE  SERIES TRUST.   MFS/Sun  Life Series  Trust (the  "MFS Series
Fund") is  an  open-end  investment  management  company  registered  under  the
Investment  Company Act of  1940 (a "mutual fund")  organized as a Massachusetts
business trust.  The  MFS Series  Fund  is managed  by  Massachusetts  Financial
Services,  Inc. ("MFS"),  a subsidiary  of the  Company. In  addition, the World
Growth Series is  managed by  the following  subadvisers: Oechsle  International
Advisors,  L.P.,  an  independent international  investment  adviser,  Foreign &
Colonial Management Limited  ("FCM"), and  Foreign &  Colonial Emerging  Markets
Limited,  a  subsidiary of  FCM. The  MFS  Series Fund  is composed  of nineteen
independent portfolios of securities, five of which are currently available  for
investment by the Variable Account.
 
    - CAPITAL  APPRECIATION SERIES  seeks capital  appreciation by  investing in
      securities of all types, with major emphasis on common stocks.
 
    - EMERGING GROWTH  SERIES seeks  long term  growth of  capital by  investing
      primarily (i.e., at least 80% of its assets under normal circumstances) in
      common  stocks  of emerging  growth  companies. Emerging  growth companies
      include companies that  MFS believes  are early  in their  life cycle  but
      which  have  the  potential  to  become  major  enterprises.  Dividend and
      interest income from portfolio  securities, if any,  is incidental to  its
      objective of long-term growth of capital.
 
    - GOVERNMENT  SECURITIES  SERIES seeks  current  income and  preservation of
      capital by  investing  in  U.S.  Government  and  U.S.  Government-related
      securities.
 
    - TOTAL  RETURN  SERIES  seeks  primarily  to  obtain  above-average  income
      (compared  to  a  portfolio   entirely  invested  in  equity   securities)
      consistent  with prudent employment of capital; its secondary objective is
      to take  advantage of  opportunities  for growth  of capital  and  income.
      Assets  will be allocated and reallocated  from time to time between money
      market,  fixed  income   and  equity  securities.   Under  normal   market
      conditions,  at least 25% of  the series assets will  be invested in fixed
      income securities and at least 40% and no more than 75% of its assets will
      be invested in equity securities.
 
    - WORLD GROWTH SERIES seeks capital appreciation by investing in  securities
      of  companies worldwide  growing at  rates expected  to be  well above the
      growth rate of the overall U.S. economy.
 
   
    FIDELITY VIP FUND AND VIP FUND II.  Variable Insurance Products Fund ("VIP")
and Variable Insurance Products Fund II ("VIP II") are mutual funds organized as
Massachusetts business  trusts. VIP  and VIP  II are  both managed  by  Fidelity
Management  & Research Company ("FMR"), located at 82 Devonshire Street, Boston,
Massachusetts 02109. FMR is  the management arm  of Fidelity Investments,  which
was  established  in  1946  and  is one  of  the  largest  investment management
organizations  in  the  United   States.  Various  Fidelity  companies   perform
activities  required for the operation of VIP  and VIP II, and affiliates of FMR
may assist it in the choosing of investments for the funds.
    
 
   
    Each of the VIP and VIP II is composed of five portfolios of securities, for
a total  of  10 portfolios,  of  which six  portfolios,  in the  aggregate,  are
available for investment under the Policy.
    
 
    - VIP   II  CONTRAFUND  PORTFOLIO   seeks  long-term  capital  appreciation.
      Portfolio  purchases  will  normally   be  common  stock  and   securities
      convertible  into common stock of companies believed to be undervalued due
      to an overly pessimistic appraisal by the public.
 
    - VIP EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily
      in income producing equity  securities. The portfolio  seeks to achieve  a
      yield  in  excess of  the composite  yield  of the  Standard &  Poor's 500
      Composite Stock  Index ("S&P  500"), a  recognized measure  of U.S.  stock
      market  performance.  At  least  65% of  the  portfolio's  assets  will be
      invested in income-producing common or preferred stock, with the remainder
      normally invested in convertible and non-convertible debt obligations.
 
                                       10
<PAGE>
    - VIP GROWTH  PORTFOLIO  seeks  capital  appreciation.  Portfolio  purchases
      normally  will be common stocks of  both smaller, less-known companies and
      well-known,  established  companies  although  the  investments  are   not
      restricted  to  any one  type of  security. Dividend  income will  only be
      considered if it might have an effect on stock values.
 
    - VIP HIGH  INCOME  PORTFOLIO  seeks  a high  level  of  current  income  by
      investing in high income producing, lower-rated debt securities (sometimes
      called  "junk bonds"),  preferred stocks  including convertible securities
      and restricted securities.
 
    - VIP II INDEX 500 PORTFOLIO seeks investment results that correspond to the
      total return of  common stocks publicly  traded in the  United States,  as
      presented  by the S&P  500. The portfolio will  primarily invest in equity
      securities of companies that compose the S&P 500. The portfolio will  also
      purchase  short-term debt securities for  cash management purposes and use
      various investment techniques,  such as futures  contracts, to adjust  its
      exposure to the S&P 500.
 
    - VIP  MONEY MARKET  PORTFOLIO seeks  to obtain as  high a  level of current
      income as is consistent with  preserving capital and providing  liquidity.
      The  Portfolio will invest  in high quality  U.S. dollar-denominated money
      market instruments of domestic and foreign issuers.
 
   
    NEUBERGER & BERMAN ADVISERS MANAGEMENT  TRUST.  Neuberger & Berman  Advisers
Management  Trust  ("AMT") is  a mutual  fund organized  as a  Delaware business
trust. AMT is composed of seven  separate portfolios (each an "AMT  Portfolio").
Each AMT Portfolio invests all of its net investable assets in its corresponding
series (each an "AMT Series") of Advisers Managers Trust, an open-end management
investment  company. All  AMT Series of  Advisers Managers Trust  are managed by
Neuberger & Berman Management Inc. Each AMT Series invests in accordance with an
investment objective,  policies,  and  limitations identical  to  those  of  its
corresponding AMT Portfolio. The Policy provides for investment in shares of the
two AMT Portfolios described below.
    
 
    - LIMITED MATURITY BOND PORTFOLIO primarily seeks the highest current income
      and  total return consistent with low risk to principal and liquidity; and
      secondarily, total return. AMT Limited Maturity Bond Portfolio invests  in
      a  diversified portfolio  of fixed and  variable rate  debt securities and
      seeks to increase income and preserve or enhance total return by  actively
      managing  average  portfolio duration  in light  of market  conditions and
      trends. This AMT  Series' dollar-weighted average  portfolio duration  may
      range up to four years.
 
    - PARTNERS  PORTFOLIO seeks  capital growth  through an  investment approach
      that is designed to increase capital with reasonable risk. Its  investment
      program  seeks  securities  believed  to be  undervalued  based  on strong
      fundamentals such as  low price-to-earning ratios,  consistent cash  flow,
      and support from asset values.
 
    JPM  SERIES TRUST  II.   The JPM Series  Trust II  ("JPM") is  a mutual fund
organized as  a  Delaware business  trust.  JPM  is composed  of  five  separate
portfolios  of securities, each of which  has separate investment objectives and
policies. The Policy  provides for  investment in  the three  portfolios of  JPM
described below.
 
    - JPM  BOND PORTFOLIO seeks  to provide a high  total return consistent with
      moderate risk of capital and maintenance of liquidity by investing broadly
      in the fixed-income markets.
 
    - JPM EQUITY PORTFOLIO seeks to provide a high total return by investing  in
      selected  equity securities of large  and mid-sized U.S. corporations with
      market capitalizations above $1.5 billion.
 
    - JPM SMALL  COMPANY PORTFOLIO  seeks  to provide  a  high total  return  by
      investing   in  equity  securities  of  companies  primarily  with  market
      capitalizations of less than $2 billion.
 
    TEMPLETON VARIABLE PRODUCTS SERIES FUND.  Templeton Variable Products Series
Fund ("TVPSF") is  a mutual fund  organized as a  Massachusetts business  trust.
TVPSF  has  contracted with  Templeton Investment  Counsel,  Inc. to  manage the
Templeton Stock Fund. TVPSF  is composed of six  separate series, each of  which
has  separate  investment  objectives  and  policies.  The  Policy  provides for
investment in the series of TVPSF described below.
 
                                       11
<PAGE>
    - TEMPLETON STOCK FUND seeks  capital growth through  a policy of  investing
      primarily   in  common  stocks  issued  by  companies,  large  and  small,
      throughout the world. In pursuit of this objective, the fund will normally
      maintain at least 65% of its assets in common and preferred stocks.
 
    INVESTMENT ADVISORY FEES AND EXPENSES.  Each Fund has an investment  adviser
and  pays an investment advisory  fee, which is deducted  daily from each Fund's
net assets. In addition,  each Fund incurs operational  and other expenses  that
are  deducted from each Fund's net assets.  See the prospectus for each Fund for
the amount of these fees and expenses.
 
    Certain of  the  investment advisers  to  the  Funds may  reimburse  us  for
administrative  costs  in connection  with administering  the Funds  as variable
funding options. These amounts are not charged  to the Funds or Owners, but  are
paid from assets of the advisers.
 
    MIXED  AND SHARED FUNDING.   Shares of  all the Funds  are sold to insurance
company separate accounts  that issue  both variable annuity  and variable  life
insurance  policies ("mixed  funding"). Shares of  all Funds other  than the MFS
Series Fund are sold to separate accounts of insurance companies that may or may
not be affiliated  with the Company  or each other  ("shared funding"). The  MFS
Series  Fund  sells shares  only to  separate  accounts of  the Company  and its
affiliates. It is conceivable that, in the future, such mixed or shared  funding
may  not be advantageous for certain variable life insurance or variable annuity
policy owners. Although neither the Company nor the Funds currently foresee  any
such  disadvantages either  to variable  life insurance  or to  variable annuity
policy owners,  the Company  and each  Fund's Board  of Trustees/Directors  have
agreed  to  monitor  events in  order  to identify  any  material irreconcilable
conflicts between policy owners that may arise and to determine what action,  if
any,  should be taken in response thereto. If such a conflict were to occur, one
of the separate  accounts might withdraw  its investment in  a Fund. This  might
force that Fund to sell portfolio securities at disadvantageous prices.
 
                            PERFORMANCE INFORMATION
 
    From  time to time we may advertise "Total Return" and "Average Annual Total
Return." Such figures are based on  historical earnings and are not intended  to
indicate future performance.
 
   
    "Total  Return" for a Portfolio refers to  the total of the income generated
by the Portfolio net  of total Portfolio operating  expenses plus capital  gains
and  losses, realized or unrealized. "Total  Return" for the Sub-Accounts refers
to the total of  the income generated  by the Portfolio  net of total  Portfolio
operating  expenses plus capital  gains and losses,  realized or unrealized, and
net of the  mortality and  expense risk  charge. "Average  Annual Total  Return"
reflects  the hypothetical annually  compounded return that  would have produced
the same cumulative return if  the Portfolio's or Sub-Account's performance  had
been  constant over the entire period. Because Average Annual Total Returns tend
to smooth out variations in the return  of the Portfolio, they are not the  same
as actual year-by-year results.
    
 
    Performance   information  may  be  compared,  in  reports  and  promotional
literature, to: (i) the S&P 500,  Dow Jones Industrial Average, Lehman  Brothers
Aggregate  Bond Index or  other unmanaged indices so  that investors may compare
the Sub-Account results  with those of  a group of  unmanaged securities  widely
regarded  by investors as  representative of the  securities markets in general;
(ii) other  groups  of  variable  life separate  accounts  or  other  investment
products  tracked  by  Lipper  Analytical Services,  a  widely  used independent
research firm which ranks mutual funds and other investment products by  overall
performance,  investment objectives, and  assets, or tracked  by other services,
companies, publications, or persons,  such as Morningstar,  Inc., who rank  such
investment  products  on overall  performance or  other  criteria; or  (iii) the
Consumer Price Index (a measure for inflation) to assess the real rate of return
from an  investment  in  the  Sub-Account.  Unmanaged  indices  may  assume  the
reinvestment   of  dividends  but  generally   do  not  reflect  deductions  for
administrative and management costs and expenses.
 
    We may provide  in advertising, sales  literature, periodic publications  or
other  materials  information  on  various  topics  of  interest  to  Owners and
prospective Owners. These topics may include the relationship between sectors of
the economy and  the economy as  a whole  and its effect  on various  securities
markets,  investment strategies and techniques  (such as value investing, market
timing, dollar cost  averaging, asset  allocation, constant  ratio transfer  and
account   rebalancing),   the   advantages   and   disadvantages   of  investing
 
                                       12
<PAGE>
   
in tax-deferred  and taxable  investments,  customer profiles  and  hypothetical
purchase  and investment scenarios, financial  management and tax and retirement
planning, and  investment  alternatives to  certificates  of deposit  and  other
financial  instruments,  including  comparisons  between  the  Policies  and the
characteristics of and market for such financial instruments.
    
 
   
    The Policies are first being offered  to the public in 1997. However,  total
return  data may be advertised  based on the period  of time that the Portfolios
have been in existence. The results for  any period prior to the Policies  being
offered  will be  calculated as  if the  Policies had  been offered  during that
period of time, with all charges assumed to be those applicable to the Policies.
    
 
   
PORTFOLIO PERFORMANCE FOR PERIOD ENDING: NOVEMBER 30, 1996
    
 
    The following performance information of  the Portfolios reflects the  total
of  the  income generated  by  the Portfolio  net  of total  Portfolio operating
expenses plus capital  gains and  losses, realized  or unrealized.  It does  not
reflect any Policy or Variable Account charges.
 
   
<TABLE>
<CAPTION>
                                         AVERAGE ANNUAL TOTAL RETURN OF THE PORTFOLIOS
- -------------------------------------------------------------------------------------------------------------------------------
                                                       PORTFOLIO
                                                       INCEPTION                                                     LIFE OF
PORTFOLIO                                                 DATE       1 YR.       3 YR.       5 YR.       10 YR.     PORTFOLIO
- -----------------------------------------------------  ----------  ----------  ----------  ----------  ----------  ------------
<S>                                                    <C>         <C>         <C>         <C>         <C>         <C>
MFS/Sun Life Capital Appreciation Series                 07/19/85      25.41%      18.65%      20.15%      15.85%       16.44%
MFS/Sun Life Emerging Growth Series                      05/01/95      22.07%         NA          NA          NA        31.90%
MFS/Sun Life Government Securities Series                07/19/85       4.07%       5.82%       7.27%       8.02%        8.79%
MFS/Sun Life Total Return Series                         05/02/88      17.89%      12.96%      12.95%         NA        12.46%
MFS/Sun Life World Growth Series                         11/16/93      17.02%      13.02%         NA          NA        12.92%
Fidelity VIP II Contrafund Portfolio                     01/03/95      22.58%         NA          NA          NA        32.14%
Fidelity VIP Equity Income Portfolio                     10/09/86      19.59%      19.80%      20.18%      13.58%       13.72%
Fidelity VIP Growth Portfolio                            10/09/86      14.66%      18.37%      18.80%      15.30%       15.30%
Fidelity VIP High Income Portfolio                       09/19/85      13.81%      10.72%      14.77%      11.04%       11.96%
Fidelity VIP II Index 500 Portfolio                      08/27/92      27.58%      20.68%         NA          NA        18.00%
Fidelity VIP Money Market Portfolio                      04/01/82       5.38%       5.11%       4.52%       5.96%        6.99%
Neuberger & Berman AMT Limited Maturity Bond
 Portfolio                                               09/10/84       5.31%       5.07%       5.73%       6.76%        8.35%
Neuberger & Berman AMT Partners Portfolio                03/22/94      31.12%         NA          NA          NA        22.40%
JPM Bond Portfolio                                       01/03/95       4.39%         NA          NA          NA        10.13%
JPM Equity Portfolio                                     01/03/95      25.40%         NA          NA          NA        30.00%
JPM Small Company Portfolio                              01/03/95      18.72%         NA          NA          NA        25.65%
Templeton Stock Fund                                     08/24/88      23.16%      16.38%      18.04%         NA        13.34%
</TABLE>
    
 
   
    The  annualized yield  for the Fidelity  VIP Money Market  Portfolio for the
seven days ending November 30, 1996 was 5.26%.
    
 
SUB-ACCOUNT INVESTMENT PERFORMANCE
 
    Although as  of  the date  of  this  Prospectus the  Sub-Accounts  have  not
commenced  operations and therefore  have no performance  history, the following
performance information of the Sub-Accounts  assumes that the Sub-Accounts  have
been  in  operation for  the  same periods  as  the corresponding  Portfolio and
investing in the corresponding  Portfolio. It reflects the  total of the  income
generated  by  the Portfolio  net of  total  Portfolio operating  expenses, plus
capital gains  and losses,  realized or  unrealized, net  of the  mortality  and
expense  risk charge (at  the current rate of  0.75% of net  asset value for the
first ten years and 0.35% thereafter, rather than the guaranteed rate of 0.90%).
 
   
    THE FOLLOWING SUB-ACCOUNT  PERFORMANCE FIGURES  DO NOT  REFLECT THREE  OTHER
SIGNIFICANT  CHARGES. IF THESE  CHARGES WERE INCLUDED,  THE TOTAL RETURN FIGURES
WOULD BE LOWER. FIRST, THE TOTAL RETURN
    
 
                                       13
<PAGE>
FIGURES DO  NOT REFLECT  THE  DEDUCTION FROM  PREMIUMS  OF THE  EXPENSE  CHARGES
APPLIED  TO PREMIUM.  SECOND, MONTHLY  COST OF  INSURANCE CHARGES  HAVE NOT BEEN
DEDUCTED. THIRD, THE FIGURES DO NOT REFLECT THE DEDUCTION OF THE MONTHLY EXPENSE
CHARGE.
 
   
<TABLE>
<CAPTION>
                                        AVERAGE ANNUAL TOTAL RETURN OF THE SUB-ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                1 YR.       3 YR.       5 YR.       10 YR.     LIFE OF SUB-ACCOUNT
- -------------------------------------------------------  ----------  ----------  ----------  ----------  ----------------------
<S>                                                      <C>         <C>         <C>         <C>         <C>
MFS/Sun Life Capital Appreciation Series                     24.48%      17.77%      19.26%      14.99%            15.63%
MFS/Sun Life Emerging Growth Series                          21.16%         NA          NA          NA             30.92%
MFS/Sun Life Government Securities Series                     3.30%       5.03%       6.47%       7.22%             8.03%
MFS/Sun Life Total Return Series                             17.01%      12.12%      12.11%         NA             11.62%
MFS/Sun Life World Growth Series                             16.15%      12.18%         NA          NA             12.08%
Fidelity VIP II Contrafund Portfolio                         21.67%         NA          NA          NA             31.16%
Fidelity VIP Equity Income Portfolio                         18.70%      18.91%      19.29%      12.73%            12.88%
Fidelity VIP Growth Portfolio                                13.81%      17.49%      17.92%      14.44%            14.45%
Fidelity VIP High Income Portfolio                           12.96%       9.90%      13.92%      10.21%            11.17%
Fidelity VIP II Index 500 Portfolio                          26.63%      19.78%         NA          NA             17.12%
Fidelity VIP Money Market Portfolio                           4.60%       4.33%       3.74%       5.17%             6.33%
Neuberger & Berman AMT Limited Maturity Bond Portfolio        4.53%       4.29%       4.94%       5.97%             7.62%
Neuberger & Berman AMT Partners Portfolio                    30.14%         NA          NA          NA             21.49%
JPM Bond Portfolio                                            3.61%         NA          NA          NA              9.31%
JPM Equity Portfolio                                         24.47%         NA          NA          NA             29.03%
JPM Small Company Portfolio                                  17.84%         NA          NA          NA             24.72%
Templeton Stock Fund                                         22.24%      15.51%      17.16%         NA             12.50%
</TABLE>
    
 
                                   THE POLICY
 
    This Prospectus describes the standard features of the Policy. There may  be
differences in your Policy due to requirements of the state where your Policy is
issued. Any such changes will be defined in your Policy.
 
APPLICATION AND ISSUANCE OF A POLICY
 
    To  purchase  a Policy,  you  must submit  an  application to  our Principal
Office, so  that  we may  follow  certain underwriting  procedures  designed  to
determine  the insurability of  the proposed Insured.  We offer the  Policy on a
regular (medical) underwriting,  simplified underwriting,  and guaranteed  issue
basis  (each such basis is  referred to as an  underwriting Class). The proposed
Insured generally must be less than 81 years old for medical issue, 76 years old
for simplified  issue,  and  71  years old  for  guaranteed  issue  underwriting
classes.  Medical and  simplified issue policies  may require  medical exams and
further information before the proposed application is approved. Availability of
guaranteed issue policies must be pre-approved based on information you  provide
on  a master application along  with specific requirements which  must be met by
all members  of  the group  of  proposed  Insureds. Proposed  Insureds  must  be
acceptable risks based on our underwriting limits and standards. A policy cannot
be  issued until the underwriting process has been completed to our satisfaction
and we  reserve the  right  to reject  an application  that  does not  meet  our
underwriting  requirements or to "rate" an  insured as a substandard risk, which
will result  in the  charging of  increased Monthly  Cost of  Insurance  charges
and/or flat extra charges.
 
    The  Policy  is designed  for  use only  by an  Owner  who has  an insurable
interest in the life of the Insured. Under the applicable state law and for  tax
purposes,  the Policy will  not qualify as life  insurance unless this insurable
interest requirement is satisfied. You  should consult with a qualified  adviser
to  ensure that you have an insurable interest  in the life of the Insured up to
the full  amount of  the Death  Benefit.  You should  consult with  a  qualified
adviser  when  determining the  Total Face  Amount  of the  Policy and  prior to
undertaking any action or  making any change that  increases the Policy's  Death
Benefit.
 
    Pending approval of the application, any initial Premium will be held in our
General  Account. Upon approval of  the application, your Policy  on the life of
the Insured will  be issued to  you, which will  set forth your  rights and  our
obligations.  The Minimum Premium is  due and payable as  of the Issue Date. The
Effective Date of  Coverage for the  Policy, which initially  is the  Investment
Start  Date,  will be  the later  of the  Issue  Date, the  date we  approve the
application for the Policy, or the date you pay a Premium equal to or in  excess
of  the Minimum Premium. If an application  is not approved, any Premium payment
will be returned promptly.
 
                                       14
<PAGE>
FREE LOOK PERIOD
 
   
    Your Policy  has a  "Right to  Return" provision,  which gives  you  certain
cancellation  rights. If you are not satisfied  with your Policy, you may return
it by  delivering  or  mailing it  to  our  Principal Office  or  to  the  sales
representative  through whom  you purchased the  Policy within 20  days from the
date of receipt  (unless a different  period is applicable  under state law)  or
within  45 days  after your application  is signed, whichever  period ends later
(the "Free Look Period").
    
 
   
    A Policy returned under this provision will be deemed void as though it  had
never  been applied for. You will  receive a refund equal to  the sum of (1) the
difference between any Premium  payments made, including  fees and charges,  and
the  amounts allocated  to the  Variable Account, (2)  the value  of the amounts
allocated to  the Variable  Account  on the  date  the cancellation  request  is
received  by the Company or the  sales representative through whom you purchased
the Policy, and  (3) any fees  or charges  imposed on amounts  allocated to  the
Variable  Account. However, if your Policy provides  for a full refund under its
"Right to Return" provision, you will  receive a refund of all Premium  payments
made, with no adjustment for investment experience.
    
 
    If  your Policy provides for such a full refund during the Free Look Period,
beginning on the Investment Start Date all Net Premium will be allocated to  the
VIP  Money Market Sub-Account until  the expiration of the  Free Look Period, at
which time  your Account  Value and  future  Net Premium  will be  allocated  in
accordance  with your instructions. (See "PREMIUM  PAYMENTS -- Allocation of Net
Premium.")
 
                                PREMIUM PAYMENT
 
    The Policy is designed to offer you a wide range of Premium flexibility.  In
general, subject to the limits described below, you may choose the frequency and
amount  of Premium payments  (your Premium pattern).  The charges and deductions
and Policy rights with respect to transfers, loans and partial surrenders remain
the same regardless of the Premium pattern you choose. Your Premium pattern  may
affect whether the Policy is treated as a Modified Endowment Contract, which can
cause  Policy distributions and  loans to be  subject to tax.  (See "FEDERAL TAX
STATUS -- Taxation of Policy Proceeds.")
 
    All Premium  payments  are  payable to  us,  and  should be  mailed  to  our
Principal Office.
 
PLANNED PERIODIC PREMIUMS
 
   
    While  you are not  required to make  Premium payments according  to a fixed
schedule, you may select a  planned periodic Premium schedule and  corresponding
billing  period, subject to  our Premium limits. In  general, the billing period
must be annual  or semiannual.  We will send  reminder notices  for the  planned
periodic Premium at the beginning of each billing period unless reminder notices
have been suspended as described below. However, you are not required to pay the
planned periodic Premium; you may increase or decrease Premium payments, subject
to  our limits, and you may skip a planned payment or make unscheduled payments.
You may change your planned payment  schedule or the billing period, subject  to
our  approval. Depending on  the investment performance  of the Sub-Accounts you
select, the planned periodic Premium may  not be sufficient to keep your  Policy
in  force, and  you may  need to  change your  planned payment  schedule or make
additional payments in  order to  prevent termination  of your  Policy. We  will
suspend  reminder notices at your  written request, and we  reserve the right to
suspend reminder notices if Premiums are  not being paid (except for notices  in
connection with the grace period (see "ACCOUNT VALUE -- Grace Period")). We will
notify you prior to suspending reminder notices.
    
 
GENERAL PREMIUM LIMIT
 
    We reserve the right to limit the number of Premium payments we accept on an
annual  basis. No  Premium payment  may be less  than $100  without our consent,
although we will accept  a smaller Premium  payment if it  is necessary to  keep
your  Policy in force. We reserve the right not to accept a Premium payment that
causes the Base Death Benefit to increase by an amount that exceeds the  Premium
received.  Evidence of insurability satisfactory to us may be required before we
accept such a  Premium. Moreover, you  should consult with  a qualified  adviser
concerning  whether  such a  Premium  causes the  Death  Benefit to  exceed your
insurable interest in the Insured. (See "THE POLICY -- Application and  Issuance
of a Policy.")
 
                                       15
<PAGE>
TAX LIMITS ON PREMIUM PAYMENTS
 
   
    If  the death  benefit compliance test  you have specified  is the Guideline
Premium Test (see "DEATH BENEFIT -- Death Benefit Compliance Test"), we will not
accept Premium payments that would, in our opinion, cause the Policy to fail  to
qualify  as life insurance under  that test. The maximum  Premium limit for each
year is the largest Premium that can be  paid such that the sum of all  Premiums
paid will not exceed the limitations referred to in Section 7702 of the Internal
Revenue  Code, or any successor provision.  Maximum Premium limits for each year
(based on  reasonable industry  interpretations) will  be shown  in your  annual
report.  If a Premium payment is made in  excess of these limits, we will accept
only that  portion of  the Premium  within  those limits,  and will  refund  the
remainder to you. No such maximum Premium limitations apply under the Cash Value
Accumulation Test.
    
 
ALLOCATION OF NET PREMIUM
 
   
    The  Net  Premium is  the amount  you pay  as the  Premium less  the Expense
Charges Applied to  Premium. In general,  Net Premium will  be allocated to  the
Sub-Accounts  in accordance  with the  allocation percentages  specified by you,
subject to special provisions applicable during the Free Look Period. (See  "THE
POLICY  -- Free Look  Period.") Your initial  allocation of Net  Premium will be
specified in the application. There are no limitations concerning the number  of
Sub-Accounts  to  which  Net  Premium may  be  allocated,  although  the minimum
allocation for any Sub-Account to which you choose to allocate Account Value  is
5% of Net Premium, and percentages must be in whole numbers.
    
 
   
    You  may change the allocation of future Net Premium at any time pursuant to
written or telephone request to the  Service Center. Telephone requests will  be
honored  only if we  have a properly completed  telephone authorization form for
you on file. We and our agents and affiliates will not be responsible for losses
resulting from acting upon telephone requests reasonably believed to be genuine.
We will use reasonable procedures  to confirm that instructions communicated  by
telephone  are genuine. The  procedures we follow  for transactions initiated by
telephone include requirements that you identify yourself by name and identify a
personal identification  number.  For  additional  protection,  all  changes  in
allocation  percentages by telephone may be  recorded. An allocation change will
be effective as of  the date the  Service Center receives  the request for  that
change.  The  Policy  also  permits certain  transfers  of  Account  Value among
Sub-Accounts. (See "ACCOUNT VALUE -- Transfer Privileges.")
    
 
MODIFIED ENDOWMENT CONTRACTS
 
    Federal income tax  law provides special  rules for the  income taxation  of
proceeds  from life insurance  policies that are  defined as "Modified Endowment
Contracts." If your Policy is a Modified Endowment Contract, some or all of  the
Policy  loans, surrenders, partial surrenders  and other distributions under the
Policy will likely be taxable and subject to an additional 10% tax. Whether your
Policy is a Modified Endowment Contract depends primarily upon whether you  have
paid  Premiums  in excess  of  a prescribed  "7-pay"  limit or  undertaken other
actions with respect to the Policy. For further discussion of this determination
and the rules that  will apply, see  "FEDERAL TAX STATUS  -- Taxation of  Policy
Proceeds."
 
   
    At  the time  a Premium is  received that  would, in our  opinion, cause the
Policy to  become a  Modified Endowment  Contract based  on reasonable  industry
interpretations,  the Company will so  notify the Owner and  will not credit the
Premium unless it has received specific instructions from the Owner to do so. If
such instructions  are  not  received  within  24 hours  of  the  date  we  send
notification to the Owner, the Premium will be immediately returned.
    
 
                                 DEATH BENEFIT
 
DEATH BENEFIT COMPLIANCE TEST
 
    The  Policy must  satisfy either  of two  death benefit  compliance tests in
order to qualify as  life insurance under Section  7702 of the Internal  Revenue
Code:  the Cash Value Accumulation Test or the Guideline Premium Test. Each test
effectively requires that the Policy's Death Benefit must always be equal to  or
greater  than the Account  Value multiplied by a  certain percentage (the "Death
Benefit Percentage"). Thus,  the Policy has  been structured so  that your  Base
Death  Benefit may increase above your Specified  Face Amount in order to comply
with the applicable test. The Death Benefit Percentage for the Guideline Premium
 
                                       16
<PAGE>
Test varies  only  by age.  The  Death Benefit  Percentage  for the  Cash  Value
Accumulation  Test varies by age and sex. As a general matter, the Death Benefit
Percentages for the  Guideline Premium Test  are lower than  those for the  Cash
Value Accumulation Test. The Guideline Premium Test also imposes maximum Premium
limits whereas the Cash Value Accumulation Test does not.
 
    You must select and specify one of the two death benefit compliance tests in
your application. Once your policy is issued, you may not change this selection.
In  general,  where maximum  accumulation of  Account  Value during  the initial
Policy Years is a  primary objective, the Cash  Value Accumulation Test is  more
appropriate.  Where your  primary objective  is the  most economically efficient
method of obtaining a specified amount  of coverage, the Guideline Premium  Test
is  generally  more  appropriate.  Since your  selection  of  the  death benefit
compliance test depends on  complex factors and may  not be changed, you  should
consult with a qualified tax adviser before making this election.
 
DEATH BENEFIT OPTIONS
 
    The  Policy provides the following two death benefit options for determining
the Base Death Benefit. You must select and specify one of the two death benefit
options in your  application. You may  change your death  benefit option in  the
manner described below.
 
    Option  A -- Specified Face Amount. The Base Death Benefit is the greater of
the Specified Face  Amount, or the  Account Value multiplied  by the  applicable
Death Benefit Percentage.
 
    Option B -- Specified Face Amount Plus Account Value. The Base Death Benefit
is  the greater  of the  Specified Face  Amount plus  the Account  Value, or the
Account Value multiplied by the applicable Death Benefit Percentage. Option B is
not  available  if  the  death  benefit  compliance  test  is  the  Cash   Value
Accumulation Test.
 
    At  any  time  the  Base  Death Benefit  is  defined  as  the  Account Value
multiplied by  the  applicable Death  Benefit  Percentage, and  the  Base  Death
Benefit  less the Account  Value exceeds the  Total Face Amount,  we reserve the
right to distribute Account Value  to you as a  partial surrender to the  extent
necessary so that the Base Death Benefit less the Account Value equals the Total
Face  Amount. You will not have the option of providing evidence of insurability
to maintain your level of death benefit.
 
BENEFITS AT DEATH
 
   
    The Policy Proceeds will be  paid as they become due  upon the death of  the
Insured  prior to Maturity.  We will make  payment when we  receive Due Proof of
that death.  The Policy  Proceeds equal  the amount  of the  Base Death  Benefit
decreased  by the amount  of any outstanding  Policy Debt, and  increased by the
amounts payable under  any APB Rider  Death Benefit and  any other  supplemental
benefits.  The Death Benefit used  to determine Policy Proceeds  is based on the
Specified Face Amount,  Total Face Amount  and Account Value  in effect, on  the
date of death.
    
 
CHANGES IN THE DEATH BENEFIT OPTION
 
    If  the  death benefit  compliance  test you  have  chosen is  the Guideline
Premium Test, you may change  the death benefit option  either from Option A  to
Option B, or from Option B to Option A. If the death benefit compliance test you
have chosen is the Cash Value Accumulation Test, only Option A is available, and
you  may not change to Option B. Changes in the death benefit option are subject
to our underwriting rules in effect at the time of change. Requests for a change
must be made in writing to our Service Center. The effective date of the  change
will  be the Policy Anniversary on or next following the date of receipt of your
request.
 
    If the  death benefit  option  change is  from Option  B  to Option  A,  the
Specified  Face Amount  will be  increased by  the Account  Value. If  the death
benefit option change is from  Option A to Option  B, the Specified Face  Amount
will  be reduced by  the Account Value. In  either case, the  amount of the Base
Death Benefit at the time of change will not be altered, but the change in death
benefit option will affect the determination of the Base Death Benefit from that
point on. Under  the Guideline Premium  Test, a change  in death benefit  option
could  cause  total  Premiums theretofore  paid  to exceed  the  maximum premium
limitation determined under the test. The  change also could reduce the  maximum
premium  limitation for future Premium payments.  If the change results in total
Premiums paid exceeding the maximum premium
 
                                       17
<PAGE>
limitation, the Company will require you to undertake a partial surrender of the
Policy (see "DEATH  BENEFIT --  Partial Surrender"  and "FEDERAL  TAX STATUS  --
Taxation  of Policy Proceeds"). You should consult a qualified tax adviser prior
to changing the death benefit option.
 
APB RIDER
 
   
    The Policy can be  issued with an APB  Rider, which provides life  insurance
coverage,  annually renewable to Attained  Age 100, on the  life of the Insured.
The amount of  coverage under the  APB Rider,  the APB Rider  Death Benefit,  is
initially  the APB Rider Face Amount that you have the flexibility to specify in
your Policy. Subsequently, the amount of the APB Rider Death Benefit is adjusted
automatically by the Company; if the Base Death Benefit under the Policy exceeds
the Specified Face  Amount (or for  death benefit Option  B, the Specified  Face
Amount  plus Account  Value) as a  result of  an increase in  Account Value (see
"DEATH BENEFIT -- Death Benefit Compliance  Test"), the APB Rider Death  Benefit
will be reduced by an equivalent amount, under the formula set forth below.
    
 
    The APB Rider Death Benefit is the greater of zero or the result of (a) less
(b) where:
 
        (a) is the APB Rider Face Amount, and
 
        (b) is the excess, if any, of the Base Death Benefit over
 
            - the Specified Face Amount for death benefit Option A policies, or
 
            - the Specified Face Amount plus the Account Value for death benefit
              Option B policies.
 
   
    The  cost of  the APB  Rider is  included in  the Monthly  Cost of Insurance
deduction. (See "CHARGES, DEDUCTIONS AND REFUNDS -- Monthly Cost of Insurance.")
Two otherwise  identical policies  with the  same Total  Face Amount  will  have
different  Target Premiums depending on the mixture of Specified Face Amount and
APB Rider Face Amount.  The policy with  more APB Rider  will have lower  Target
Premium (see "DEFINITIONS -- Target Premium") and consequently, lower sales load
deductions  (see "CHARGES, DEDUCTIONS AND  REFUNDS"); however, conversion rights
do not  apply to  the APB  Rider (see  "GENERAL PROVISIONS  -- Conversion")  and
guaranteed  maximum cost of insurance rates  associated with the APB Rider Death
Benefit exceed  those  associated  with the  Base  Death  Benefit  (see"CHARGES,
DEDUCTIONS AND REFUNDS -- Monthly Cost of Insurance").
    
 
    An  APB Rider  will terminate  on the earliest  of the  following dates: (1)
receipt of your written request for termination, (2) lapse of the Policy because
of insufficient value, or (3) termination of the Policy.
 
MINIMUM FACE AMOUNT
 
    The sum of  the Specified Face  Amount and  the APB Rider  Face Amount,  the
Total  Face Amount, generally must be at least equal to a minimum of $50,000, of
which the Specified Face Amount must be  at least equal to a minimum of  $5,000.
The  Company reserves the  right to waive  these minimums and  also reserves the
right to offer the Policy only in  conjunction with an APB Rider with a  certain
APB Rider Face Amount.
 
CHANGES IN FACE AMOUNT
 
    After  the end of the  first Policy Year, you  may change the Specified Face
Amount and, if it is part of the  Policy, the APB Rider Face Amount. Unless  you
specify  otherwise, a  change in  the Policy's Total  Face Amount  will first be
applied, to the extent  possible, to the  APB Rider Face  Amount. You must  send
your  request for a change to our Service Center, in writing. The Effective Date
of Coverage for changes is:
 
    - for any increase in coverage, the Monthly Anniversary Day that falls on or
      next follows the  date we  approve the supplemental  application for  such
      increase, and
 
    - for any decrease in coverage, the Monthly Anniversary Day that falls on or
      next follows the date we receive your request.
 
                                       18
<PAGE>
DECREASES IN FACE AMOUNT
 
    The  Specified  Face  Amount  may  not decrease  to  less  than  the minimum
Specified Face Amount.  A decrease in  Specified Face Amount  or APB Rider  Face
Amount  may not decrease the  Policy's Total Face Amount  to an amount less than
the minimum Total Face Amount. A decrease in face amount will be applied to  the
initial face amount and to each increase in face amount in the following order:
 
    - first, to the most recent increase;
 
    - second,  to the next most recent increases in reverse chronological order;
      and
 
    - finally, to the initial face amount.
 
    If you have chosen the Guideline  Premium Test, a decrease in the  Specified
Face Amount or APB Rider Face Amount could cause total Premiums theretofore paid
to exceed the maximum premium limitation determined under the test. The decrease
also  will reduce the maximum premium limitation for future Premium payments. If
the decrease  results  in total  Premiums  paid exceeding  the  maximum  premium
limitation, the Company will require you to undertake a partial surrender of the
Policy  (see"DEATH  BENEFIT --  Partial Surrender"  and  "FEDERAL TAX  STATUS --
Taxation of Policy Proceeds"). You should consult a qualified tax adviser  prior
to decreasing the Specified Face Amount or APB Rider Face Amount.
 
INCREASES IN FACE AMOUNT
 
    An  increase in  the face  amount is  subject to  our underwriting  rules in
effect at the time of  the increase. You may be  required to submit evidence  of
the Insured's insurability satisfactory to us. Moreover, you should consult with
a  qualified adviser concerning  whether your insurable  interest in the Insured
will support such an increase. (See "THE POLICY -- Application and Issuance of a
Policy.")
 
                                 ACCOUNT VALUE
 
    The Account Value  is the  sum of  the amounts  in each  Sub-Account of  the
Variable  Account  with respect  to your  Policy,  plus the  amount of  the Loan
Account. The  Account Value  varies depending  upon the  Premiums paid,  Expense
Charges  Applied to Premium,  Mortality and Expense  Risk Percentage deductions,
Monthly Expense Charges,  Monthly Cost  of Insurance charges,  Policy loans  and
loan  repayments,  Partial  Surrenders,  fees,  and  the  Net  Investment Factor
(determined as provided below) for the Sub-Accounts to which your Account  Value
is allocated.
 
    We  measure  the amounts  in the  Sub-Accounts  in terms  of Units  and Unit
Values. On any given day, the amount you  have in a Sub-Account is equal to  the
Unit  Value  multiplied  by  the  number  of  Units  credited  to  you  in  that
Sub-Account. The Units for each Sub-Account will have different Unit Values.
 
    Amounts allocated to  a Sub-Account will  be used to  purchase Units of  the
Sub-Account.  Units  are redeemed  when you  make partial  surrenders, undertake
Policy loans or  transfer amounts  from a Sub-Account,  and for  payment of  the
Mortality  and Expense Risk Charge, the  Monthly Expense Charge, and the Monthly
Cost of Insurance Charge. The number  of Units of each Sub-Account purchased  or
redeemed  is determined by dividing the dollar  amount of the transaction by the
Unit Value  for  the  Sub-Account.  The Unit  Value  for  each  Sub-Account  was
initially  established at  $10.00. The Unit  Value for  any subsequent Valuation
Date is equal to the Unit Value  for the preceding Valuation Date multiplied  by
the  Net Investment Factor.  The Unit Value  of a Sub-Account  for any Valuation
Date is  determined as  of the  close of  the Valuation  Period ending  on  that
Valuation Date.
 
    Transactions are processed on the date we receive a Premium at Our Principal
Office  or  any acceptable  written  or telephonic  request  is received  at the
Service Center. If your Premium or request is  received on a date that is not  a
Valuation Date, or after the close of the New York Stock Exchange on a Valuation
Date, the transaction will be processed on the next subsequent Valuation Date.
 
ACCOUNT VALUE IN THE SUB-ACCOUNTS
 
    The  Account Value attributable to each  Sub-Account of the Variable Account
on the Investment Start Date equals:
 
    - that portion of Net Premium received and allocated to the Sub-Account,
 
                                       19
<PAGE>
   
    less
    
 
    - the Monthly Expense Charges due on  the Issue Date and subsequent  Monthly
      Anniversary Days through the Investment Start Date, and
 
    - the  Monthly Cost of Insurance deductions  due from the Issue Date through
      the Investment Start Date.
 
    The Account Value attributable to  each Sub-Account of the Variable  Account
on subsequent Valuation Dates is equal to:
 
    - the  Account  Value  attributable  to  the  Sub-Account  on  the preceding
      Valuation Date  multiplied by  that Sub-Account's  Net Investment  Factor,
      less  the Daily Risk  Percentage multiplied by  the number of  days in the
      Valuation Period multiplied by the Account Value in the Sub-Account,
 
    plus
 
    - that portion  of Net  Premium received  and allocated  to the  Sub-Account
      during the current Valuation Period,
 
    - any amounts transferred by you to the Sub-Account from another Sub-Account
      during the current Valuation Period,
 
    - that portion of any loan repayment allocated to the Sub-Account during the
      current Valuation Period, and
 
   
    - that  portion  of  any interest  credited  on  the Loan  Account  which is
      allocated to the Sub-Account during the current Valuation Period,
    
 
    less
 
    - any amounts transferred by you from the Sub-Account to another Sub-Account
      during the current Valuation Period,
 
    - that portion  of  any partial  surrenders  deducted from  the  Sub-Account
      during the current Valuation Period,
 
    - that  portion of any  Policy loan transferred from  the Sub-Account to the
      Loan Account during the current Valuation Period,
 
    - if a Monthly Anniversary Day  occurs during the current Valuation  Period,
      that  portion  of the  Monthly Expense  Charge for  the Policy  month just
      beginning charged to the Sub-Account,
 
    - if a Monthly Anniversary Day  occurs during the current Valuation  Period,
      that  portion of the Monthly  Cost of Insurance for  the Policy month just
      ending charged to the Sub-Account, and
 
    - if you surrender during the current Valuation Period, that portion of  the
      pro-rata  Monthly Cost  of Insurance for  the Policy month  charged to the
      Sub-Account.
 
NET INVESTMENT FACTOR
 
    The Net Investment  Factor is  an index  applied to  measure the  investment
performance  of a  Sub-Account from  one Valuation Period  to the  next. The Net
Investment Factor may be greater  or less than or  equal to one; therefore  your
Account  Value allocated to the Sub-Account may increase, decrease or remain the
same.
 
    The Net Investment Factor for each  Sub-Account for any Valuation Period  is
determined by dividing (a) by (b) where
 
    (a) is the net result of:
 
        (1)  the  net  asset value  of  a  Fund share  held  in  the Sub-Account
           determined as of the end of the Valuation Period, plus
 
        (2) the per share amount of any dividend or other distribution  declared
           on  Fund  shares held  in  the Sub-Account  if  the"ex-dividend" date
           occurs during the Valuation Period, plus or minus
 
                                       20
<PAGE>
        (3) a per  share credit or  charge with  respect to any  taxes paid,  or
           reserved  for by  the Company during  the Valuation  Period which are
           determined by the Company to be attributable to the operation of  the
           Sub-Account  (no federal  income taxes  are applicable  under present
           law); and
 
    (b) is  the  net  asset value  of  a  Fund share  held  in  the  Sub-Account
       determined as of the end of the preceding Valuation Period.
 
ACCOUNT VALUE IN THE LOAN ACCOUNT
 
    The Account Value in the Loan Account is zero on the Investment Start Date.
 
    The  Account Value in the Loan Account on any day after the Investment Start
Date equals:
 
    - the Account Value in the Loan  Account on the preceding day credited  with
      interest  at the rate specified in the Policy as the "interest credited on
      Loan Account rate" of 4%,
 
    plus
 
    - any amount transferred from  Sub-Accounts to the  Loan Account for  Policy
      loans requested on that day,
 
    less
 
    - any loan repayments made on that day, and
 
    - if  that  day  is a  Policy  Anniversary,  any amount  transferred  to the
      Sub-Accounts by  which  the Loan  Account  Value exceeds  the  outstanding
      Policy loan.
 
TRANSFER PRIVILEGES
 
   
    Subject  to our rules as they may exist  from time to time and to any limits
that may be imposed by the Funds,  including those set forth in the Policy,  you
may  at any time transfer to another Sub-Account all or a portion of the Account
Value allocated  to  a  Sub-Account.  We will  make  transfers  pursuant  to  an
authorized  written  or  telephone  request  to  the  Service  Center. Telephone
requests will  be  honored  only  if we  have  a  properly  completed  telephone
authorization form for you on file. We and our agents and affiliates will not be
responsible  for losses resulting from acting upon telephone requests reasonably
believed to  be genuine.  We  will use  reasonable  procedures to  confirm  that
instructions communicated by telephone are genuine. The procedures we follow for
transactions  initiated  by  telephone include  requirements  that  you identify
yourself by name and identify a personal identification number. Transfers may be
requested by indicating the  transfer of either a  specified dollar amount or  a
specified  percentage of the Sub-Account's value from which the transfer will be
made. If  you  request  a  transfer  based on  a  specified  percentage  of  the
Sub-Account's  value, that percentage  will be converted into  a request for the
transfer of a  specified dollar  amount based  on application  of the  specified
percentage to the Sub-Account's value at the time the request is received.
    
 
    These  transfer privileges are subject to  our consent. We reserve the right
to impose  limitations on  transfers, including,  but not  limited to:  (1)  the
minimum  amount that  may be  transferred; and (2)  the minimum  amount that may
remain in a Sub-Account following a transfer from that Sub-Account. In addition,
transfer privileges are subject to any  restrictions that may be imposed by  the
Funds.
 
SURRENDER
 
    You  may surrender the Policy for the  Cash Surrender Value at any time. The
Cash Surrender  Value is  the Account  Value, decreased  by the  balance of  any
outstanding  Policy Debt,  increased by the  Sales Load Refund  at Surrender, if
any.
 
PARTIAL SURRENDER
 
    You may make a Partial Surrender of  the Policy once each Policy Year  after
the  first Policy  Year by  written request to  the Service  Center. The maximum
amount of any Partial Surrender is the Account Value decreased by the balance of
any outstanding Policy Debt. Unless you provide evidence satisfactory to us that
the Insured is  still an acceptable  risk based on  our underwriting limits  and
standards,  the Total  Face Amount  will be reduced  to the  extent necessary so
that:
 
    - the Death Benefit  less the  Account Value immediately  after the  Partial
      Surrender,
 
                                       21
<PAGE>
    does not exceed
 
    - the  Death Benefit less  the Account Value  immediately before the Partial
      Surrender.
 
    If you provide such evidence, you will have the option of keeping the  Death
Benefit  equal to what  it was immediately  prior to the  Partial Surrender. The
Specified Face Amount remaining in force after the Partial Surrender must be  no
lower  than  the minimum  Specified  Face Amount.  A  Partial Surrender  may not
decrease the Policy's Total Face Amount to an amount less than the minimum Total
Face Amount.
 
ALLOCATION OF PARTIAL SURRENDER
 
    You may  allocate  the  Partial  Surrender among  the  Sub-Accounts  of  the
Variable  Account.  If  you do  not  specify  the allocation,  then  the Partial
Surrender will be allocated among the  Sub-Accounts in the same proportion  that
the  Account Value of each  Sub-Account bears to the  aggregate Account Value of
all Sub-Accounts on the date of Partial Surrender.
 
INSUFFICIENT VALUE
 
    If, on a Valuation Date, the Account Value less the outstanding Policy  Debt
is  less than  or equal to  zero, then the  Policy will terminate  for no value,
subject to the grace period.
 
GRACE PERIOD
 
    If,  on  a  Valuation  Date,  your  Policy  will  terminate  by  reason   of
insufficient  value, we will allow a grace  period. This grace period will allow
61 calendar days from that Valuation Date for the payment of a Net Premium  that
is  sufficient to cover the deductions  from the Account Value. These deductions
include the Monthly Cost of Insurance, the Monthly Expense Charge and the  Daily
Risk  Percentage charge. Notice of Premium due will be mailed to your last known
address or the last known address of any assignee of record. We will assume that
your last known address is  the address shown on  the application (or notice  of
assignment),  unless we receive written notice of  a change in address in a form
satisfactory to us.  If the Premium  due is not  paid within 61  days after  the
beginning  of the grace period, then the  Policy and all rights to benefits will
terminate without  value at  the  end of  the 61  day  period. The  Policy  will
continue  to remain in  force during this  grace period. If  the Policy Proceeds
become payable  during  the grace  period,  then  any overdue  Monthly  Cost  of
Insurance and Monthly Expense Charge will be deducted from the amount payable by
us.
 
                        CHARGES, DEDUCTIONS AND REFUNDS
 
EXPENSE CHARGES DEDUCTED AS A PERCENT OF PREMIUM
 
    The  Expense Charges Applied to  Premium will be the  sum of the charges for
premium tax,  the  federal  deferred  acquisition  cost  ("DAC")  tax,  and  the
applicable  sales  load  rates.  The  Expense  Charges  Applied  to  Premium are
multiplied by each  Premium you pay  and the  result will be  deducted from  the
Premium payment.
 
    All states and a few cities and municipalities impose taxes on premiums paid
for  life insurance. These charges vary from 2% to 4% of premium in most states,
depending on the state of residence  of the Owner (Kentucky currently charges  a
tax  of 7%  of premium).  The premium  tax percentage  rate charged  against the
Premium on your Policy will be determined  from time to time and will equal  the
rate  we expect to pay for premium taxes in your state of residence. In no event
will the premium tax rate exceed 4%, except that for Kentucky Policy Owners,  in
no  event  will the  premium tax  rate exceed  9%.  In the  event your  state of
residence changes, the premium tax rate will be adjusted to reflect the rate for
the new state of residence.
 
    We  also  make  a  deduction  of  1.25%  of  Premium,  which  is  the   rate
approximately  equal to our expenses in paying federal DAC taxes associated with
the Policies. The charge for DAC tax  expenses is guaranteed not to exceed  this
rate.
 
    A  sales  load rate  of 8.75%  is deducted  from Premium  paid up  to Target
Premium for each of the first seven Policy Years. A sales load rate of 2.25%  is
deducted  from Premium paid  in excess of  Target Premium for  each of the first
seven Policy Years. The  amount of Target Premium  is specified in your  Policy.
All  Premium paid in a Policy Year is aggregated to determine which portion of a
Premium exceeds Target Premium. There is no sales load imposed after the seventh
Policy Year. The sales  load rates are guaranteed  not to exceed these  amounts.
The  sales load  is designed  primarily to  compensate us  for a  portion of the
expenses
 
                                       22
<PAGE>
incurred in distributing the Policy,  including agent compensation, the cost  of
prospectuses, and advertising. We may reduce or waive the sales load for certain
group   or  sponsored  arrangements  or  corporate  purchasers.  (See  "CHARGES,
DEDUCTIONS, AND REFUNDS -- Reduction of Charges.")
 
SALES LOAD REFUND AT SURRENDER
 
    If you surrender your Policy during the first three Policy Years, a  portion
of  the sales load charged against the  Premium payments made in the Policy Year
of surrender will be refunded.  We will refund 6% of  Premium paid up to  Target
Premium,  and the entire  sales load charged  against Premium paid  in excess of
Target Premium. The refund only applies to  Premiums paid in the Policy Year  of
surrender  (rather than applying  to Premiums paid since  issue). This refund is
not available for  partial surrenders or  Policy loans. There  is no refund  for
surrenders occurring after the third Policy Year.
 
EXPENSE CHARGES DEDUCTED AS A PERCENT OF ASSETS
 
   
    We  deduct  a daily  charge  from the  assets  of the  Variable  Account for
mortality and expense risks we assume in connection with the Policy. The  amount
of  the daily charge  is the Daily  Risk Percentage multiplied  by the net asset
value of the Variable Account. The  Daily Risk Percentage will be determined  by
us  from time to  time based on  our expectations of  future interest, mortality
experience, persistency, expenses and taxes. During the first ten Policy  Years,
the  Daily Risk  Percentage is  currently .0020471%,  which is  equivalent to an
annual rate of  0.75%; beginning  in the eleventh  Policy Year,  the Daily  Rate
Percentage  decreases to  .0009572%, which  is equivalent  to an  annual rate of
0.35%. In no  event will the  Daily Risk Percentage  exceed .0024548%, which  is
equivalent to an annual rate of .90%.
    
 
   
    The  Company does not  take any federal,  state or local  taxes into account
when determining  the Net  Investment Factor  (see "FEDERAL  TAX STATUS  --  Tax
Treatment  of the Company  and the Variable  Account"). We reserve  the right to
impose charges for such taxes.
    
 
   
EXPENSES OF THE UNDERLYING FUNDS
    
 
   
    Because the Variable  Account purchases  shares of the  Funds, your  Account
Value will reflect investment management fees and other expenses incurred by the
Funds.  The following table illustrates these fees  and expenses paid by each of
the Portfolios  of  Funds  as  a  percentage of  average  net  assets  based  on
information  for the  year ended December  31, 1995, except  as indicated. These
fees and expenses are more fully described in the accompanying prospectuses. The
data with respect to the Funds' annual expenses have been provided to us by  the
Funds. We have not independently verified such data.
    
 
   
                                   FEE TABLE
       Annual Fund Expenses (as a percentage of Fund average net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                                            TOTAL ANNUAL
                                                         MANAGEMENT FEES   OTHER EXPENSES     EXPENSES
                                                         ---------------   --------------   ------------
<S>                                                      <C>               <C>              <C>
MFS/Sun Life Capital Appreciation Series                      0.75%             0.08%           0.83%
MFS/Sun Life Emerging Growth Series                           0.75%             0.25%           1.00%
MFS/Sun Life Government Securities Series                     0.55%             0.08%           0.63%
MFS/Sun Life Total Return Series                              0.70%             0.06%           0.76%
MFS/Sun Life World Growth Series                              0.75%             0.32%           1.07%
Fidelity VIP II Contrafund Portfolio                          0.61%             0.11%           0.72%(1)
Fidelity VIP Equity-Income Portfolio                          0.51%             0.10%           0.61%
Fidelity VIP Growth Portfolio                                 0.61%             0.09%           0.70%
Fidelity VIP High Income Portfolio                            0.60%             0.11%           0.71%(1)
Fidelity VIP II Index 500 Portfolio                           0.00%             0.28%           0.28%(2)
Fidelity VIP Money Market Portfolio                           0.24%             0.09%           0.33%
Neuberger & Berman AMT Limited Maturity Bond Portfolio        0.65%             0.10%           0.75%
Neuberger & Berman AMT Partners Porfolio                      0.85%             0.30%           1.15%
JPM Bond Portfolio                                            0.30%             0.45%           0.75%(3)
JPM Equity Portfolio                                          0.40%             0.50%           0.90%(3)
JPM Small Company Portfolio                                   0.60%             0.55%           1.15%(3)
Templeton Stock Fund                                          0.47%             0.19%           0.66%(4)
</TABLE>
    
 
- ----------
   
(1)A  portion of the brokerage commissions the  Fund paid was used to reduce its
   expenses. Without this  reduction total  operating expenses  would have  been
   0.71% for the High Income Portfolio (brokerage commissions were paid, but the
   ratio was not affected) and 0.73% for the Contrafund Portfolio.
    
   
(2) The  Fund's  expenses  were  voluntarily reduced  by  the  Fund's investment
    adviser. Absent reimbursement,  management fees, other  expenses, and  total
    expenses would have been 0.28%, 0.19% and 0.47%, respectively.
    
 
                                       23
<PAGE>
   
(3) This  information reflects current fees and expenses, restated to reflect an
    agreement by Morgan Guaranty Trust Company of New York, an affiliate of  the
    adviser,  to reimburse the Fund to the extent certain expenses exceed in any
    fiscal year 0.75%, 0.90% and  1.15% of the average  daily net assets of  JPM
    Bond  Portfolio,  JPM  Equity  Portfolio and  JPM  Small  Company Portfolio,
    respectively.
    
   
(4) On December 3, 1996, the Fund's Board of Trustees approved a new  investment
    management  agreement (the  "Proposed Agreement")  between the  Fund and its
    investment manager, Templeton Investment Counsel, Inc. ("TICI"), subject  to
    shareholder  approval. Shareholders of record as of the close of business on
    December 9, 1996 are entitled to vote at the February 10, 1997 shareholders'
    meeting. The Proposed Agreement provides for an increase in the rate of  the
    investment  management fee payable by the Fund  to TICI as follows: 0.75% up
    to $200 million,  0.675% up  to $1.3 billion,  and 0.60%  over $1.3  billion
    (based  on average daily net assets of the Fund). The net asset value of the
    Fund  was  $644,448,634  as  of  December  31,  1996.  If  approved  by  the
    shareholders,  the Proposed Agreement would be effective on May 1, 1997. Any
    investments in the Fund prior to May  1, 1997 will be affected after May  1,
    1997  by the increased investment advisory  fee if the proposed agreement is
    approved by the shareholders.
    
 
EXPENSE CHARGES DEDUCTED ON A PER POLICY BASIS
 
    We deduct a Monthly Expense Charge of $13.75 at the beginning of each  month
during  the  first Policy  Year  and $7.50  for  months thereafter.  The Monthly
Expense Charge will be determined from time to time based on our expectations of
future expenses. However, the  Monthly Expense Charge will  not be greater  than
$13.75  in any Policy month. This charge  is designed to reimburse us for actual
administrative costs we incur, and we do  not expect to make a profit from  this
charge.   The  Monthly  Expense   Charge  deduction  will   be  allocated  among
Sub-Accounts in the same proportion that  the Account Value of each  Sub-Account
bears  to the aggregate  Account Value of all  Sub-Accounts immediately prior to
the deduction.
 
MONTHLY COST OF INSURANCE
 
   
    We deduct a  Monthly Cost  of Insurance charge  from your  Account Value  to
cover anticipated costs of providing insurance coverage. This charge is made, in
arrears,  at the end of  each Policy Month. If you  surrender your Policy on any
day other than a Monthly  Anniversary Day, a pro-rata  charge will be made.  The
Monthly  Cost of Insurance deduction will be allocated among Sub-Accounts in the
same proportion  that  the  Account  Value of  each  Sub-Account  bears  to  the
aggregate Account Value of all Sub-Accounts immediately prior to the deduction.
    
 
    The Monthly Cost of Insurance deduction is the sum of
 
    - the monthly cost of insurance rate (described below )multiplied by the Net
      Amount  at Risk  (as defined  below) divided by  1000; the  "Net Amount at
      Risk" equals the Base Death Benefit at the end of the Policy Month  before
      the  deduction of the Monthly Cost of  Insurance less the Account Value at
      the end of the Policy  Month before the deduction  of the Monthly Cost  of
      Insurance;
 
    - the  monthly cost of  insurance rate for  the APB Rider  Death Benefit, if
      any, times the APB Rider Death Benefit divided by 1000;
 
    - the monthly rider cost for any other riders that are a part of the Policy;
 
    - the flat extra,  if any,  specified in the  Policy, times  the Total  Face
      Amount divided by 1000.
 
The  Account Value deduction occurs  first to the initial  Total Face Amount and
second to successive increases.
 
    The monthly cost  of insurance rates  are based  on the length  of time  the
Policy  has  been in  force and  the Insured's  sex (in  the case  of Non-Unisex
Policies), Issue  Age, Class  and table  rating,  if any.  The monthly  cost  of
insurance  rates for the Base Death Benefit  and the APB Rider Death Benefit are
currently the same but may differ in  the future. The monthly cost of  insurance
rates  will be determined by  us from time to time  based on our expectations of
future experience  with  respect  to  mortality,  persistency,  interest  rates,
expenses and taxes. However, the maximum monthly cost of insurance rates for the
Base  Death Benefit for Insureds  that are not rated  substandard risks will not
exceed the monthly rates based on the 1980 CSO Mortality Tables A (for male  and
unisex)  and G (for  females). Generally, the maximum  monthly cost of insurance
rates for  the  APB  Rider  Death  Benefit  for  Insureds  that  are  not  rated
substandard  risks will not exceed  125% of the monthly  rates based on the 1980
CSO Mortality  Tables A  (for male  and  unisex) and  G (for  females).  Monthly
 
                                       24
<PAGE>
cost  of insurance rates for Classes with  substandard risk ratings are based on
multiples of these tables. Flat extras apply only with respect to certain  types
of  substandard  risk Classes,  and, if  applicable, will  be specified  in your
Policy.
 
REDUCTION OF CHARGES
 
    We reserve the right to reduce  any of the charges and deductions  described
in  this section in connection  with the sale of any  Policy when it is expected
that the nature  of the  sale will  result in  savings of  costs underlying  the
charge or deduction. We will determine the propriety and amount of the reduction
in  our discretion. We  may modify the qualification  requirements that enable a
sale to receive  such a reduction  as experience is  gained. Any such  reduction
will not be unfairly discriminatory against the interests of any Policy Owner.
 
                                  POLICY LOANS
 
    You  may request a Policy loan of up to 90% of your Account Value, decreased
by the balance of  any outstanding Policy  Debt on the date  the Policy loan  is
made.  Account Value equal to the amount  of the Policy loan will be transferred
from the Sub-Accounts to the Loan Account  on the date the Policy loan is  made.
You  may allocate the Policy loan among  the Sub-Accounts. If you do not specify
the allocation, then the Policy loan will be allocated among the Sub-Accounts in
the same proportion  that the  Account Value of  each Sub-Account  bears to  the
aggregate Account Value of all Sub-Accounts immediately prior to the loan.
 
    Interest  on the Policy loan  will accrue daily at  the Policy loan interest
rate of 5% in Policy Years one  through ten and 4.25% thereafter. This  interest
shall be due and payable to us in arrears on each Policy Anniversary. Any unpaid
interest  will be added to the principal amount as an additional Policy loan and
will bear interest at the same rate and  in the same manner as the prior  Policy
loan.
 
    All  funds we receive  from you will  be credited to  your Policy as Premium
unless we have  received written notice,  in form satisfactory  to us, that  the
funds  are for loan repayment. In the event  you have a loan against the Policy,
it is  generally advantageous  to repay  the  loan rather  than make  a  Premium
payment  because Premium payments incur  expense charges whereas loan repayments
do not. Loan repayments will first reduce the outstanding balance of the  Policy
loan  and  then  accrued but  unpaid  interest  on such  loans.  We  will accept
repayment of any Policy loan at any time before Maturity. The amount of the loan
repayment up to the outstanding balance  of the Policy loan will be  transferred
from  the Loan Account to the Sub-Accounts.  You may allocate the loan repayment
among the Sub-Accounts.  If you  do not specify  the allocation,  then the  loan
repayment  will be allocated among the  Sub-Accounts in the same proportion that
the Account Value of each Sub-Account bears to the total Account Value less  the
Loan Account immediately prior to the loan repayment.
 
                               GENERAL PROVISIONS
 
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
 
   
    Shares  of any  or all  of the  Portfolios may  not always  be available for
purchase by the  Sub-Accounts of  the Variable Account,  or we  may decide  that
further investment in any such shares is no longer appropriate. In either event,
shares  of other  registered open  end investment  companies or  unit investment
trusts may be  substituted both for  Portfolio shares already  purchased by  the
Variable  Account and/or as the security to be purchased in the future, provided
that these substitutions have been approved, if required, by the Securities  and
Exchange  Commission. In addition, the investment policy of the Variable Account
will not be changed  without the approval of  the Insurance Commissioner of  the
State  of Delaware. We also  reserve the right to  eliminate or combine existing
Sub-Accounts or to  transfer assets between  Sub-Accounts. In the  event of  any
substitution  or other act  pursuant to this provision,  we may make appropriate
amendment to the Policy to reflect the substitution.
    
 
ALTERATION
 
   
    Our sales  representatives do  not have  the authority  to either  alter  or
modify  the Policy or to waive any of its provisions. The only persons with this
authority are our president, actuary, secretary, or one of our vice presidents.
    
 
                                       25
<PAGE>
ASSIGNMENTS
 
    During the lifetime  of the  Insured, you  may assign  all or  some of  your
rights under the Policy. All assignments must be filed at our Service Center and
must  be  in  written form  satisfactory  to  us. The  assignment  will  then be
effective as of the date you signed the form, subject to any action taken before
it was received  by us at  our Service Center.  We are not  responsible for  the
validity or legal effect of any assignment.
 
CHANGE IN THE OPERATION OF THE VARIABLE ACCOUNT
 
    At  our election, and subject  to any necessary vote  by those having voting
rights, the Variable Account  may be operated  as a unit  investment trust or  a
management  company under  the Investment Company  Act of 1940.  It is currently
registered as an investment company under the Investment Company Act of 1940 and
may be deregistered  in the  event registration is  no longer  required. In  the
event  of any change in  the operation of the  Variable Account pursuant to this
provision, we may make appropriate amendment to the Policy to reflect the change
and take such other  action as may  be necessary and  appropriate to effect  the
change.
 
CONVERSION
 
   
    You  may convert  the Policy into  a flexible premium  universal life policy
offered by Sun Life Assurance Company of Canada during the first 24 months after
the Issue Date while the Policy is in  force. Choice of a new policy is  subject
to  our approval and  will be restricted  to those policies  that offer the same
Class and rating as  your Policy. The  new policy will be  issued with the  same
Class  and rating as the Policy  without evidence of the insured's insurability.
The conversion provision  does not apply  to the APB  Rider, if any,  or to  any
supplemental benefits that may be attached to the Policy. Riders or supplemental
benefits will terminate automatically when the Policy is converted.
    
 
DEFERRAL OF PAYMENT
 
    We  will usually pay any  amount due from the  Variable Account within seven
days after the Valuation Date following our receipt of written notice or, in the
case of death of  the Insured, Due  Proof of such death.  Payment of any  amount
payable  from the  Variable Account on  death, surrender,  partial surrender, or
Policy loan may be postponed whenever:
 
    - the New  York Stock  Exchange  ("NYSE") is  closed, other  than  customary
      weekend  and  holiday  closing,  or  trading  on  the  NYSE  is  otherwise
      restricted,
 
    - the Securities and Exchange Commission, by order, permits postponement for
      the protection of Policy Owners, or
 
    - an  emergency  exists  as  determined  by  the  Securities  and   Exchange
      Commission,  as a result of which disposal of securities is not reasonably
      practicable, or it is not reasonably practicable to determine the value of
      the assets of the Variable Account.
 
ENTIRE CONTRACT
 
    The  entire  contract  with  us  consists  of  the  Policy,  including   the
Application  and any attached copies  of supplemental applications for increases
in the face amount. Any illustrations prepared in connection with the Policy  do
NOT  form a  part of our  contract with you  and are intended  solely to provide
information about possible future performance, based solely on data available at
the time such illustrations are prepared.
 
ILLUSTRATIONS
 
    Upon request, we  will provide you  with an illustration  of future  Account
Value  and Death  Benefits. This  illustration will  be furnished  to you  for a
nominal fee not to exceed $25.
 
INCONTESTABILITY
 
    All statements made in the Application or in a supplemental application  are
representations  and  not  warranties. We  will  rely on  these  statements when
approving the issuance, increase in face amount, increase in Base Death  Benefit
over Premium paid, or change in death benefit option of the Policy. No statement
can  be used by us  in defense of a  claim unless the statement  was made in the
application or in a supplemental application. In the absence of fraud, after the
Policy has been in force during the lifetime of the Insured for a period of  two
years  from  its Issue  Date, we  cannot  contest it  except for  non-payment of
 
                                       26
<PAGE>
   
Premiums in  accordance  with the  Insufficient  Value provision.  However,  any
increase  in the Total Face Amount which  is effective after the Issue Date will
be incontestable only after such increase has been in force during the  lifetime
of  the  Insured for  two  years from  the effective  date  of coverage  of such
increase. Any increase in  Base Death Benefit over  Premium paid or increase  in
Base  Death Benefit due to  a death benefit option  change will be incontestable
only after such increase has  been in force during  the lifetime of the  Insured
for two years from the date of the increase.
    
 
MATURITY
 
    If the Insured is living and the Policy is in force on the date of Maturity,
the  Cash  Surrender Value  is payable  to  you. It  is possible  that insurance
coverage may not  continue to Maturity,  even if planned  periodic Premiums  are
paid in a timely manner.
 
MISSTATEMENT OF AGE OR SEX (NON-UNISEX POLICY)
 
    If  the age or  (in the case of  a Non-Unisex Policy) sex  of the Insured is
stated incorrectly  in  the Application,  the  amounts  payable by  us  will  be
adjusted as follows:
 
   
    - Misstatement  discovered at death: The  Death Benefit will be recalculated
      to that which would be purchased by the most recently charged Monthly Cost
      of Insurance rate for the correct age or (for a Non-Unisex Policy) sex.
    
 
    - Misstatement  discovered  prior  to  death:  The  Account  Value  will  be
      recalculated from the Issue Date using the Monthly Cost of Insurance rates
      based on the correct age or (for a Non-Unisex Policy) sex.
 
MODIFICATION
 
    Upon notice to you, we may modify the Policy if such modification:
 
    - is  necessary to make the  Policy or the Variable  Account comply with any
      law or regulation issued by a governmental agency to which the Company  or
      the Variable Account is subject, or
 
    - is  necessary to  assure continued qualification  of the  Policy under the
      Internal Revenue Code or other federal  or state laws as a life  insurance
      policy, or
 
    - is  necessary to reflect a change in the operation of the Variable Account
      or the Sub-Accounts, or
 
    - adds, deletes or otherwise changes Sub-Account options.
 
   
We also reserve the right to modify  certain provisions of the Policy as  stated
in  those  provisions.  In the  event  of  any such  modification,  we  may make
appropriate amendment to the Policy to reflect such modification.
    
 
NONPARTICIPATING
 
    The Policy does not pay dividends.
 
PROCEDURE
 
    You do not need the consent of a Beneficiary or a contingent Owner in  order
to  exercise any of your rights. However, you must give us written notice of the
requested action. The request must be filed at our Service Center and must be in
written form satisfactory  to us. Your  request will then,  except as  otherwise
specified  in  the Policy,  be effective  as of  the date  you signed  the form,
subject to any action taken before it was received by us at our Service Center.
 
REPORT TO OWNER
 
    We will send you a  report at least once each  Policy Year. The report  will
show  current Policy values,  Premiums paid, and deductions  made since the last
report. It  will also  show the  balance  of any  outstanding Policy  loans  and
accrued interest on such loans. There is no charge for this report.
 
RIGHTS OF BENEFICIARY
 
    The  Beneficiary has no rights in the Policy until the death of the Insured.
If a Beneficiary  is alive at  that time,  the Beneficiary will  be entitled  to
payment of the Policy Proceeds as they become due.
 
RIGHTS OF OWNER
 
    While  the Insured is alive,  unless you have assigned  any of these rights,
you may:
 
                                       27
<PAGE>
    - transfer ownership to a new Owner;
 
    - name a contingent  Owner who will  automatically become the  Owner of  the
      Policy if you die before the Insured;
 
    - change or revoke a contingent Owner;
 
    - change or revoke a Beneficiary;
 
    - exercise all other rights in the Policy;
 
    - increase  or decrease the Specified Face  Amount or APB Rider Face Amount,
      subject to the provisions of the Policy;
 
    - change the death benefit option, subject to the provisions of the Policy.
 
When you transfer your rights to a new Owner, you automatically revoke any prior
contingent Owner  designation.  When  you  want to  change  or  revoke  a  prior
Beneficiary  designation, you have to  specify that action. You  do not affect a
prior Beneficiary when  you merely  transfer ownership,  or change  or revoke  a
contingent Owner designation.
 
SPLITTING UNITS
 
    We  reserve the right to  split or combine the  value of Units. In effecting
any such change,  strict equity  will be  preserved and  no change  will have  a
material effect on the benefits or other provisions of the Policy.
 
SUICIDE
 
   
    In  most states,  if the  Insured, whether  sane or  insane, commits suicide
within two years after the  Issue Date, we will not  pay any part of the  Policy
Proceeds. We will refund to you the Premiums paid, less the amount of any Policy
Debt and any Partial Surrenders.
    
 
TERMINATION
 
    The  Policy terminates on the earlier of the date we receive your request to
surrender, the expiration date of the grace period (see "Account Value --  Grace
Period"), the date of death of the Insured, or the date of Maturity.
 
VOTING RIGHTS
 
    To the extent required by law, we will vote shares of the Funds held by each
Sub-Account  in accordance  with instructions  received from  Policy Owners with
Account Value allocated to the relevant Sub-Account. Each person having a voting
interest will be  provided with proxy  materials of the  relevant Fund  together
with  an appropriate form with which to give us voting instructions. Shares held
in each Sub-Account for which no timely instructions are received will be  voted
in  proportion to the instructions received from all persons with an interest in
such Sub-Account who  furnish us  with voting  instructions. We  will also  vote
shares  held in the Separate Account that  we own and which are not attributable
to Policies in the same proportion.
 
    We will determine the number of votes as to which you have the right to give
voting instructions as  of the record  date established for  the relevant  Fund.
This  number is determined by dividing your Account Value in the Sub-Account, if
any, by the net asset value of one share in the corresponding Fund in which  the
assets of the Sub-Account are invested.
 
    We  may, when required by  state insurance regulatory authorities, disregard
voting instructions if the instructions require  that the shares be voted so  as
(1) to cause a change in the subclassification or investment objective of one or
more  of  the Funds;  or (2)  to  approve or  disapprove an  investment advisory
contract for a Fund. In addition, we may disregard voting instructions in  favor
of  any  change in  the  investment policies  or  in any  investment  advisor or
principal  underwriter   initiated   by   Policy  Owners   or   the   Board   of
Trustees/Directors  any of the Funds. Our disapproval of any such change must be
reasonable and, in  the case of  a change in  investment policies or  investment
adviser,  based on a good faith determination that such change would be contrary
to state  law or  otherwise is  inappropriate  in light  of the  objectives  and
purposes  of the Fund. In the event  we disregard voting instructions, a summary
of and the reasons for that action will be included in the next periodic  report
to Policy Owners.
 
                                       28
<PAGE>
    If  the Investment  Company Act  of 1940 or  any rules  thereunder should be
amended or if the present interpretation  of the Investment Company Act of  1940
or  such rules should change, and as a  result the Company determines that it is
permitted to  vote shares  in its  own right,  whether or  not such  shares  are
attributable to the Policies, we reserve the right to do so.
 
                          DISTRIBUTION OF THE POLICIES
 
    The  Policy will be sold by licensed  insurance agents in those states where
the Policy may be lawfully sold. Such agents will be registered  representatives
of  broker-dealers registered under the Securities  Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. ("NASD") and who
have entered  into distribution  agreements  with the  Company and  the  General
Distributor,  Sun Investment Services Company ("Sun Investment"). Sun Investment
is a corporation organized under the laws of Delaware on August 6, 1970, and  is
a  wholly-owned subsidiary  of the  Company. Sun  Investment is  a broker-dealer
registered under the  Securities Exchange Act  of 1934  and is a  member of  the
NASD.  As such,  it serves  as the principal  underwriter for  the Policies. Sun
Investment  is  located  at  One  Sun  Life  Executive  Park,  Wellesley  Hills,
Massachusetts 02181.
 
    The  maximum commission payable  by us will  be 15% of  Premium in the first
Policy Year and  9% of  Premium in  Policy Years  two through  seven. A  maximum
commission  rate of 0.10% of Account Value  in the Sub-Accounts for Policy Years
one through seven and 0.20% of Account Value in the Sub-Accounts thereafter  may
also be paid.
 
    We  may  also  pay  expense allowances,  bonuses,  and  training allowances.
Registered representatives  who meet  specified production  levels may  qualify,
under  our sales  incentive programs, to  receive non-cash  compensation such as
expense-paid trips, expense-paid educational seminars and merchandise.
 
                         OTHER CONTRACTUAL ARRANGEMENTS
 
ADMINISTRATION
 
    We have entered into a contract with  Andesa TPA, Inc. (1605 N. Cedar  Crest
Blvd.,  Suite 502, Allentown, Pennsylvania,  18104-2351) under which Andesa TPA,
Inc. has  agreed to  perform certain  administrative functions  relating to  the
Policies  and the Variable Account. These functions include, among other things,
maintaining records of the name, address, taxpayer identification number, Policy
number and  Account  Value  of  each  Policy  and  other  pertinent  information
necessary  for the administration  of the Policies.  Andesa TPA, Inc.  is not an
affiliate of the Company.
 
CUSTODIAN
 
    We are the custodian of the assets of the Variable Account. We will purchase
shares in connection with  amounts allocated to  the Sub-Accounts in  accordance
with  the instructions of the  Owner, redeem shares for  the purposes of meeting
the contractual obligations of the Variable Account and pay charges relative  to
the Variable Account. The shares of the Funds purchased by the Variable Account,
to  the extent  represented by  separate certificates,  will be  kept physically
segregated and held separate from the assets of our General Account or any other
separate account.
 
REINSURANCE
 
    We intend to reinsure a portion of the risks assumed under the Policies. You
will not have any  rights against the reinsurer(s);  we remain fully liable  for
the benefits under the Policy.
 
                               FEDERAL TAX STATUS
 
    The  discussion contained  herein is  general in  nature, is  based upon the
Company's understanding of current federal income  tax laws and is not  intended
as  tax advice. Congress  has the power  to enact legislation  affecting the tax
treatment of life insurance  contracts, and such legislation  -- as well as  any
new judicial or administrative interpretation of federal income tax law-could be
applied  retroactively.  Also, because  the Internal  Revenue  Code of  1986, as
amended (the "Code"), is not in force  in the Commonwealth of Puerto Rico,  some
references  in this discussion will not apply to Policies issued in Puerto Rico.
Any person contemplating the purchase of a Policy or any transaction involving a
Policy should consult a
 
                                       29
<PAGE>
qualified tax adviser. THE COMPANY DOES  NOT MAKE ANY REPRESENTATION OR  PROVIDE
ANY  GUARANTEE REGARDING THE TAX STATUS, FEDERAL,  STATE OR LOCAL, OF ANY POLICY
OR ANY TRANSACTION INVOLVING THE POLICIES.
 
TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT
 
    The Company is taxed as a life  insurance company under Subchapter L of  the
Code.  Although  the  operations  of  the  Variable  Account  are  accounted for
separately from other operations of the  Company for purposes of federal  income
taxation,  the  Variable  Account  currently  is  not  separately  taxable  as a
regulated investment company or other taxable entity.
 
    Taxes paid  or reserved  for by  the Company  that are  attributable to  the
earnings  of the Variable Account could  affect the Net Investment Factor, which
affects your Account Value (see "ACCOUNT VALUE -- Net Investment Factor).  Under
existing  federal income tax  law, however, the  income (consisting primarily of
interest, dividends  and net  capital gains)  of the  Variable Account,  to  the
extent  that it is applied to increase reserves under the Policy, is not taxable
to the  Company. Similarly,  no  significant state  or  local income  taxes  are
attributable  to the  earnings of the  Variable Account.  Therefore, the Company
currently does not  take any  federal, state or  local taxes  into account  when
determining  the Net Investment Factor. The  Company may take taxes into account
when determining the Net Investment Factor in  future years if, due to a  change
in  law,  a change  in the  Company's tax  status or  otherwise, such  taxes are
attributable to the earnings of the Variable Account.
 
TAXATION OF POLICY PROCEEDS
 
    Section 7702 of the  Code provides that,  if certain tests  are met, a  life
insurance  policy will be treated as a life insurance contract for tax purposes.
Provided that the Owner  has an insurable interest  in the Insured, the  Company
believes  that the Policy meets  these tests, and hence  should receive the same
federal income tax treatment  as a fixed life  insurance contract. As such:  (1)
the  Death Benefit will be  eligible for exclusion from  the gross income of the
Beneficiary under Section 101 of the Code; and (2) the Owner will not be  deemed
to  be  in  constructive receipt  of  the  increases in  Cash  Surrender Values,
including additions attributable to  interest, dividends, appreciation or  gains
realized  upon transfers among  the Sub-Accounts, under  the Policy until actual
receipt thereof.  CORPORATE OWNERS,  HOWEVER, MIGHT  BE SUBJECT  TO  ALTERNATIVE
MINIMUM  TAX ON THE ANNUAL  INCREASES IN CASH SURRENDER  VALUES AND ON THE DEATH
BENEFIT.
 
    To qualify as a life insurance contract under Section 7702 of the Code,  the
Policy  must satisfy certain actuarial requirements. Section 7702 specifies that
the required actuarial calculations be based on mortality charges that meet  the
reasonable  mortality  charge  requirements set  forth  in the  Code,  and other
charges  reasonably  expected  to  be   actually  paid.  The  law  relating   to
reasonableness  standards for mortality and other  charges is based on statutory
language and certain IRS pronouncements that do not address all relevant issues.
Accordingly, although the Company believes that the mortality and other  charges
that are used in the calculations (including those used with respect to Policies
issued  to so-called "sub-standard risks")  meet the applicable requirements, it
cannot offer complete  assurance. It  is possible that  future regulations  will
contain  standards that  would require the  Company to modify  the mortality and
other charges used in  the calculations, and the  Company reserves the right  to
make any such modifications.
 
    For  a variable contract  like the Policy  to qualify as  life insurance for
federal income tax purposes, it also must comply with the diversification  rules
found  in  Code  Section 817  and  the regulations  promulgated  thereunder. The
Company believes that  the Variable  Account complies  with the  diversification
requirements  prescribed by Treas. Reg.  Section 1.817-5. When these regulations
were proposed, the preamble to the regulations stated that the Internal  Revenue
Service  may promulgate guidelines  under which a variable  contract will not be
treated as a life insurance contract for tax purposes if the owner has excessive
control over  the  investments underlying  the  contract. Although  the  Company
believes  that  the  Owner  does  not have  excessive  control  over  the assets
underlying the Policy, it cannot offer complete assurance prior to the  issuance
of  such  guidelines,  which  may have  retroactive  effect.  If  guidelines are
promulgated, the Company  will take  any action (including  modification of  the
Policy or the Variable Account) necessary to comply with the guidelines.
 
                                       30
<PAGE>
    Upon  the complete surrender or  lapse of a Policy,  the amount by which the
sum of the Policy's Cash Surrender Value and any unpaid Policy Debt exceeds  the
Owner's  Investment  in the  Policy (as  defined below)  is treated  as ordinary
income subject  to  tax. Any  loss  incurred  upon surrender  generally  is  not
deductible.
 
    For  purposes of the  preceding paragraph and  the following paragraphs, the
term Investment in the Policy means (i) the aggregate amount of any Premiums  or
other  consideration paid for a Policy, minus (ii) the aggregate amount received
under a Policy which is excluded from gross income of the Owner (other than loan
amounts), plus (iii) the amount of any loan from, or secured by,a Policy that is
a Modified Endowment Contract (defined below) to the extent that such amount  is
included  in the gross income  of the Owner. The repayment  of a Policy loan (or
the payment of interest on a loan) does not affect Investment in the Policy.
 
    The tax consequences of distributions from, and loans taken from or  secured
by,  a Policy depend on whether the Policy is classified as a Modified Endowment
Contract under Section 7702A of the Code. Due to the flexibility of the  payment
of  premiums and other rights  you have under the  Policy, classification of the
Policy as  a  Modified  Endowment  Contract  will  depend  upon  the  individual
operation  of each  Policy. A  Policy is  a Modified  Endowment Contract  if the
aggregate amount paid under the Policy at any time during the first seven Policy
Years exceeds the sum of the net level premiums that would have been paid on  or
before  such time if the  Policy provided for paid  up future benefits after the
payment of seven  level annual  premiums. If there  is a  reduction in  benefits
during the first seven Policy Years, the foregoing computation is made as if the
Policy  originally had been issued  at the reduced benefit  level. If there is a
"material change" to  the Policy,  the seven  year testing  period for  Modified
Endowment  Contract status is  restarted. A life  insurance contract received in
exchange for a Modified  Endowment Contract also will  be treated as a  Modified
Endowment Contract.
 
    The  Company has  undertaken measures to  prevent payment of  a Premium from
inadvertently causing the Policy  to become a  Modified Endowment Contract  (see
"PREMIUM PAYMENTS -- Modified Endowment Contracts"). In general, an Owner should
consult a qualified tax adviser before undertaking any transaction involving the
Policy  to determine whether such transaction would cause the Policy to become a
Modified Endowment Contract.
 
    Provided  that  a  Policy  is  not  a  Modified  Endowment  Contract,   cash
distributions  from the Policy are  treated first as a  nontaxable return of the
Owner's Investment in  the Policy  and then as  a distribution  of the  Policy's
inside  buildup, which  is subject  to tax. (An  exception to  this general rule
occurs in the case that a cash  distribution is made in connection with  certain
reductions  in the Death Benefit under the  Policy in the first fifteen contract
years. Such  a cash  distribution  is taxed  in whole  or  in part  as  ordinary
income.)  Loans from, or secured  by, a Policy that  is not a Modified Endowment
Contract generally are  treated as  bona fide  indebtedness, and  hence are  not
included in the gross income of the Owner.
 
    If  a Policy is a Modified Endowment Contract, distributions from the Policy
are treated as  ordinary income subject  to tax up  to the amount  equal to  the
excess  of the  Account Value (which  includes unpaid  policy loans) immediately
before the distribution over the Investment in the Policy. Loans taken from,  or
secured by, such a Policy, as well as due but unpaid interest thereon, are taxed
in the same manner as distributions from the Policy. A 10 percent additional tax
is  imposed  on the  portion of  any distribution  from, or  loan taken  from or
secured by, a  Modified Endowment  Contract that  is included  in income  except
where the distribution or loan is made on or after the Owner attains age 59 1/2,
is  attributable to  the Owner's becoming  disabled, or  is part of  a series of
substantially equal periodic payments for the  life (or life expectancy) of  the
Owner  or the  joint lives  (or joint  life expectancies)  of the  Owner and the
Owner's Beneficiary. These exceptions  likely do not apply  where the Policy  is
not owned by an individual (or held in trust for an individual). For purposes of
the  computations described in this  paragraph, all Modified Endowment Contracts
issued by the Company (or its affiliates) to the same Owner during any  calendar
year are treated as one Modified Endowment Contract.
 
    Because  there are limits  on the deductibility of  policy loan interest, an
Owner should consult  a qualified  tax adviser  regarding the  deducting of  any
Policy loan interest.
 
                                       31
<PAGE>
    An  Owner generally will not recognize gain  upon the exchange of the Policy
for another life  insurance policy issued  by the Company  or another  insurance
company, except to the extent that the Owner receives cash in the exchange or is
relieved  of Policy indebtedness as  a result of the  exchange. In no event will
the gain recognized exceed the amount by which the Policy's Account Value (which
includes unpaid Policy loans) exceeds the Owner's Investment in the Policy.
 
    A transfer  of  the  Policy,  a  change  in  the  Owner,  a  change  in  the
Beneficiary,  certain other  changes to  the Policy  and particular  uses of the
Policy (including use in  a so called "split-dollar"  arrangement) may have  tax
consequences  depending  upon the  particular  circumstances and  should  not be
undertaken prior to consulting  with a qualified tax  adviser. For instance,  if
the  Owner transfers the Policy or designates a new Owner in return for valuable
consideration (or, in some cases, if  the transferor is relieved of a  liability
as  a result of the transfer), then the  Death Benefit payable upon the death of
the Insured may in certain circumstances be includible in taxable income to  the
extent  that  the Death  Benefit exceeds  the prior  consideration paid  for the
transfer and any Premiums and other amounts subsequently paid by the transferee.
Further, in such a case, if the consideration received exceeds the  transferor's
Investment  in the  Policy, the  difference will be  taxed to  the transferor as
ordinary income.
 
    Federal estate  and  state  and  local estate,  inheritance  and  other  tax
consequences of ownership or receipt of Policy proceeds depend on the individual
circumstances of each Owner or Beneficiary.
 
                 THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS
 
    The  directors  and  principal officers  of  the Company  are  listed below,
together with information  as to  their ages,  dates of  election and  principal
business  occupations during  the last five  years (if other  than their present
business occupations). Except as otherwise indicated, the directors and officers
of the Company  who are  associated with Sun  Life Assurance  Company of  Canada
and/or  its subsidiaries have been associated with Sun Life Assurance Company of
Canada for  more than  five  years either  in the  position  shown or  in  other
positions.
 
JOHN D. MCNEIL, 62, Chairman and Director (1982*)
150 King Street West
Toronto, Ontario, Canada M5H 1J9
 
    He  is Chairman and a  Director of Sun Life  Assurance Company of Canada and
Sun Life Insurance and Annuity Company of New York; a Director of  Massachusetts
Financial  Services Company;  President and  a Director  of Sun  Growth Variable
Annuity Fund,  Inc.;  Chairman and  a  Trustee  of MFS/Sun  Life  Series  Trust;
Chairman  and  a Member  of  the Boards  of  Managers of  Money  Market Variable
Account, High  Yield Variable  Account, Capital  Appreciation Variable  Account,
Government  Securities  Variable  Account, World  Governments  Variable Account,
Total Return  Variable  Account and  Managed  Sectors Variable  Account;  and  a
Director of Shell (Canada) Limited and Canadian Pacific, Ltd.
 
   
DONALD A. STEWART, 50, President and Director (1996*)
150 King Street West
Toronto, Ontario, Canada M5H 1J9
    
 
   
    He  is President and a Director of Sun Life Assurance Company of Canada, and
Sun Life  Insurance  and  Annuity  Company  of  New  York;  and  a  Director  of
Massachusetts  Casualty  Insurance  Company,  Massachusetts  Financial  Services
Company; and a Director  of Spectrum United Holdings  Inc., Sun Life  Investment
Management Limited; and Sun Life of Canada UK Holdings, plc.
    
 
DAVID D. HORN, 55, Senior Vice President and General Manager and Director (1970,
1985*)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
 
    He is Senior Vice President and General Manager for the United States of Sun
Life  Assurance Company of Canada; Chairman and  President and a Director of Sun
Investment Services Company; Senior Vice
 
- ---------
* Year elected director.
 
                                       32
<PAGE>
President and a Director of Sun Life Insurance and Annuity Company of New  York;
Vice  President  and  a Director  of  Sun  Growth Variable  Annuity  Fund, Inc.;
President and  a Director  of Sun  Benefit Services  Company, Inc.,  Sun  Canada
Financial  Co.,  and Sun  Life  Financial Services  Limited;  a Director  of Sun
Capital Advisers,  Inc.;  Chairman  and a  Director  of  Massachusetts  Casualty
Insurance  Company; a Trustee of MFS/ Sun Life Series Trust; and a Member of the
Boards of  Managers  of  Money  Market Variable  Account,  High  Yield  Variable
Account,  Capital Appreciation Variable  Account, Government Securities Variable
Account, World Governments Variable Account,  Total Return Variable Account  and
Managed Sectors Variable Account.
 
ANGUS A. MACNAUGHTON, 65, Director (1985*)
Metro Tower, Suite 1170,
950 Tower Lane
Foster City, California 94404
 
    He is President of Genstar Investment Corporation and a Director of Sun Life
Assurance Company of Canada, Sun Life Insurance and Annuity Company of New York,
Canadian Pacific, Ltd., Stelco, Inc. and Varian Associates, Inc.
 
JOHN S. LANE, 61, Director (1991*)
150 King Street West
Toronto, Ontario, Canada M5H 1J9
 
    He  is Senior Vice  President, Investments of Sun  Life Assurance Company of
Canada; and a Director of Sun Investment Services Company, Sun Capital Advisers,
Inc. and Sun Life Insurance and Annuity Company of New York.
 
   
RICHARD B. BAILEY, 69, Director (1983*)
500 Boylston Street
Boston, Massachusetts 02116
    
 
    He is a Director of Sun Life Insurance and Annuity Company of New York and a
Director/Trustee of certain Funds in the  MFS Family of Funds. Prior to  October
1,  1991, he  was Chairman  and a  Director of  Massachusetts Financial Services
Company.
 
A. KEITH BRODKIN, 61, Director (1990*)
500 Boylston Street
Boston, Massachusetts 02116
 
    He is Chairman and a Director of Massachusetts Financial Services Company; a
Director of  Sun  Life  Insurance  and  Annuity  Company  of  New  York;  and  a
Director/Trustee and/or Officer of the Funds in the MFS Family of Funds.
 
M. COLYER CRUM, 64, Director (1986*)
Harvard Business School
Soldiers Field Road
Boston, Massachusetts 02163
 
    He is a Professor at the Harvard Business School; and a Director of Sun Life
Assurance Company of Canada, Sun Life Insurance and Annuity Company of New York,
Merrill  Lynch Ready Assets Trust, Merrill Lynch Basic Value Fund, Inc., Merrill
Lynch Special Value Fund, Inc., Merrill Lynch Capital Fund, Inc., Merrill  Lynch
U.S.A. Government Reserves, Merrill Lynch Natural Resources Trust, Merrill Lynch
U.S.  Treasury  Money Fund,  MuniVest  California Insured  Fund,  Inc., MuniVest
Florida Fund, Inc., MuniVest  Michigan Insured Fund,  Inc., MuniVest New  Jersey
Fund,Inc., MuniVest New York Insured Fund, Inc., MuniYield Florida Insured Fund,
MuniYield  Insured  Fund  II,  Inc.,  MuniYield  Michigan  Insured  Fund,  Inc.,
MuniYield New Jersey Insured  Fund, Inc., MuniYield New  York Insured Fund  III,
Inc. and MuniYield Pennsylvania Fund.
 
- ---------
* Year elected director.
 
                                       33
<PAGE>
   
ROBERT A. BONNER, 52, Vice President, Pensions (1986)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
    
 
   
    He is Vice President, Individual Insurance for the United States of Sun Life
Assurance Company of Canada.
    
 
   
ROBERT E. MCGINNESS, 55, Vice President and Counsel (1983)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
    
 
   
    He  is Vice President and Chief Compliance  Officer for the United States of
Sun Life Assurance Company of Canada; Vice President and Counsel and a  Director
of  Sun  Investment Services  Company and  Sun  Benefit Services  Company, Inc.;
Secretary and  a  Director  of New  London  Trust,  F.S.B.; and  a  Director  of
Massachusetts Casualty Insurance Company.
    
 
C. JAMES PRIEUR, 45, Vice President, Investments (1993)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
 
    He  is  Vice  President,  Investments  for the  United  States  of  Sun Life
Assurance Company  of  Canada; Vice  President,  Investments of  Sun  Investment
Services  Company and Sun Life Insurance and  Annuity Company of New York; and a
Director of Sun Capital Advisers, Inc., New London Trust, F.S.B. and Sun  Canada
Financial Co.
 
   
S. CAESAR RABOY, 60, Senior Vice President and Deputy General Manager (1991)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
    
 
   
    He is Senior Vice President and Deputy General Manager, Individual Insurance
for  the United  States of  Sun Life  Assurance Company  of Canada;  Senior Vice
President and Deputy General Manager of  Sun Life Insurance and Annuity  Company
of New York; and Senior Vice President and Deputy General Manager and a Director
of Sun Life Financial Services Limited. Prior to 1990 he was President and Chief
Operating Officer of Connecticut Mutual Life Insurance Company.
    
 
ROBERT P. VROLYK, 43, Vice President and Actuary (1986)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
 
    He  is Vice President, Finance  for the United States  of Sun Life Assurance
Company of Canada; Vice  President, Controller and Actuary  of Sun Life  Annuity
Company of New York; a Director of Massachusetts Casualty Insurance Company; and
Vice President and a Director of Sun Canada Financial Co.
 
   
MARGARET SEARS MEAD, 46, Assistant Vice President and Secretary (1996)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
    
 
    She  is Assistant Vice  President and Counsel  for the Unites  States of Sun
Life Assurance Company of Canada and Secretary of Sun Life Insurance and Annuity
Company of New York.
 
L. BROCK THOMSON, 55, Vice President and Treasurer (1974)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
 
    He is Vice President, Portfolio Management for the United States of Sun Life
Assurance Company  of Canada;  Vice President  and Treasurer  of Sun  Investment
Services Company, Sun Capital Advisers, Inc., Sun Benefit Services Company, Inc.
and  Sun Life Insurance and Annuity Company of New York; and Assistant Treasurer
of Massachusetts Casualty Insurance Company.
 
- ---------
* Year elected director.
 
                                       34
<PAGE>
    The directors, officers  and employees of  the Company are  covered under  a
commercial  blanket bond  and a  liability policy.  The directors,  officers and
employees  of  Massachusetts  Financial  Services  Company  and  Sun  Investment
Services  Company are  covered under  a fidelity  bond and  errors and omissions
policy.
 
    No shares of the Company are owned by any executive officer or director. The
Company is a wholly-owned  subsidiary of Sun Life  Assurance Company of  Canada,
150 King Street West, Toronto, Ontario, Canada M5H 1J9.
 
                                STATE REGULATION
 
   
    The  Company is subject to the laws  of the State of Delaware governing life
insurance companies  and  to regulation  by  the Commissioner  of  Insurance  of
Delaware.  An annual statement is filed with the Commissioner of Insurance on or
before March 1st in each year relating to the operations of the Company for  the
preceding  year and its financial  condition on December 31st  of such year. Its
books and records are  subject to review or  examination by the Commissioner  or
his  agents at any time and a full examination of its operations is conducted at
periodic intervals.
    
 
    The Company is  also subject to  the insurance laws  and regulations of  the
other  states and jurisdictions in which it  is licensed to operate. The laws of
the  various   jurisdictions   establish   supervisory   agencies   with   broad
administrative powers with respect to licensing to transact business, overseeing
trade  practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates  on life insurance policy loans  and
minimum  rates for  accumulation of surrender  values, prescribing  the form and
content of required financial statements and regulating the type and amounts  of
investments  permitted.  Each insurance  company  is required  to  file detailed
annual reports with supervisory agencies in  each of the jurisdictions in  which
it  does business and its operations and  accounts are subject to examination by
such agencies at regular intervals.
 
    In addition, many states regulate affiliated groups of insurers, such as the
Company,  its  parent  and  its  affiliates,  under  insurance  holding  company
legislation.  Under such  laws, inter-company  transfers of  assets and dividend
payments from insurance subsidiaries may be subject to prior notice or approval,
depending on  the  size  of such  transfers  and  payments in  relation  to  the
financial positions of the companies involved.
 
    Under  insurance guaranty fund laws in  most states, insurers doing business
therein can  be  assessed (up  to  prescribed limits)  for  policyholder  losses
incurred  by insolvent  companies. The amount  of any future  assessments of the
Company under these laws cannot be reasonably estimated. However, most of  these
laws  do  provide that  an assessment  may be  excused or  deferred if  it would
threaten an insurer's own  financial strength and many  permit the deduction  of
all or a portion of any such assessment from any future premium or similar taxes
payable.
 
   
    Although  the federal  government generally  does not  directly regulate the
business of insurance, federal initiatives often have an impact on the  business
in  a  variety  of  ways.  Current  and  proposed  federal  measures  which  may
significantly affect the insurance business include employee benefit regulation,
removal of barriers preventing  banks from engaging  in the insurance  business,
tax law changes affecting the taxation of insurance companies, the tax treatment
of  insurance products  and its impact  on the relative  desirability of various
personal investment vehicles, and  proposed legislation to  prohibit the use  of
gender in determining insurance and pension rates and benefits.
    
 
                               LEGAL PROCEEDINGS
 
    There  are no pending legal proceedings  affecting the Variable Account. The
Company and its subsidiaries are engaged in various kinds of routine  litigation
which,  in  management's  judgment,  is  not  of  material  importance  to their
respective total assets or material with respect to the Variable Account.
 
                                 LEGAL MATTERS
 
   
    The organization of the Company, its authority to issue the Policies and the
validity of  the  form of  the  Policies have  been  passed upon  by  Robert  E.
McGinness, Esq., Vice President and Counsel of the Company.
    
 
                                       35
<PAGE>
   
                                    EXPERTS
    
 
   
    Actuarial  matters  concerning  the policy  have  been examined  by  John E.
Coleman, FSA, MAAA, Product Officer for Corporate Markets of Sun Life  Assurance
Company  of  Canada,  as  stated in  his  opinion  filed as  an  exhibit  to the
registration statement.
    
 
                                  ACCOUNTANTS
 
   
    The statement of condition of the  Variable Account as of December 23,  1996
and  the financial statements of  the Company as of  December 31, 1995 and 1994,
and for  the years  ended December  31, 1995,  1994 and  1993 included  in  this
Prospectus  have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein, and are included in reliance upon  the
reports  of such firm  given upon their  authority as experts  in accounting and
auditing.
    
 
                            REGISTRATION STATEMENTS
 
    A registration statement  has been  filed with the  Securities and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933 as amended, with
respect to the  Policies offered by  this Prospectus. This  Prospectus does  not
contain  all the  information set  forth in  the registration  statement and the
exhibits filed as part of the registration statement, to all of which  reference
is  hereby made  for further  information concerning  the Variable  Account, the
Company, MFS/Sun Life Series Trust,  Fidelity Variable Insurance Products  Fund,
Fidelity  Variable  Insurance  Products  Fund II,  Neuberger  &  Berman Advisers
Management Trust, JPM Series Trust II, Templeton Variable Products Series  Fund,
and  the Policy.  Statements found  in this  Prospectus as  to the  terms of the
Policies and other  legal instruments are  summaries, and reference  is made  to
such instruments as filed.
 
                              FINANCIAL STATEMENTS
 
   
    The  financial  statements  of  the  Company  which  are  included  in  this
Prospectus, should be considered only as  bearing on the ability of the  Company
to  meet its  obligations with  respect to the  death benefit  and the Company's
assumption of the mortality and expense risks. They should not be considered  as
bearing on the investment performance of the shares of the MFS Series Fund, VIP,
VIP  II, AMT, JPM, and  TVPSF held in the  Sub-Accounts of the Variable Account.
The Variable Account value  of the interests of  Owners and Beneficiaries  under
the Policies is affected primarily by the investment results of those funds.
    
 
                                       36
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT G
 
STATEMENT OF CONDITION--DECEMBER 23, 1996
   
<TABLE>
<CAPTION>
ASSETS:
<S>                                                             <C>        <C>        <C>
  Investments in Fidelity Variable Insurance Products Fund:      Shares      Cost       Value
                                                                ---------  ---------  ---------
    Fidelity VIP Money Market Portfolio.......................    100,000  $ 100,000  $ 100,000
                                                                           ---------  ---------
        Net Assets............................................             $ 100,000  $ 100,000
                                                                           ---------  ---------
                                                                           ---------  ---------
 
NET ASSETS:
 
<CAPTION>
                                                                                        Value
                                                                                      ---------
<S>                                                             <C>        <C>        <C>
   Net Assets Applicable to Sponsor...........................                        $ 100,000
                                                                                      ---------
        Net Assets............................................                        $ 100,000
                                                                                      ---------
                                                                                      ---------
    Value per Unit (10,000 units).............................                        $      10
                                                                                      ---------
                                                                                      ---------
</TABLE>
    
 
   
                      SEE NOTES TO STATEMENT OF CONDITION.
    
 
                                       37
<PAGE>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT G
 
   
NOTES TO STATEMENT OF CONDITION
    
 
1.  ORGANIZATION
Sun  Life  of  Canada (U.S.)  Variable  Account  G (the  "Variable  Account"), a
separate account of Sun  Life Assurance Company of  Canada (U.S.), the  Sponsor,
was  established on July 25, 1996 as  a funding vehicle for the variable portion
of certain individual variable life insurance contracts. The Variable Account is
registered with  the Securities  and Exchange  Commission under  the  Investment
Company Act of 1940 as a unit investment trust.
 
   
Net  assets  applicable to  the  Sponsor represent  seed  money provided  by the
Sponsor in exchange for units in the Variable Account.
    
 
   
The  assets  of  the  Variable  Account  are  divided  into  Sub-Accounts.  Each
Sub-Account  is invested in shares of certain Portfolios of one of the following
mutual funds as specified by the prospectus: MFS/Sun Life Series Trust, Fidelity
Variable Insurance Products Fund, Fidelity Variable Insurance Products Fund  II,
Neuberger  & Berman Advisers Management Trust, JPM Series Trust II and Templeton
Variable Products Series Fund.
    
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
INVESTMENT VALUATIONS--
 
   
Investments in shares of an investment portfolio of one of the mutual funds  are
recorded at their net asset value.
    
 
FEDERAL INCOME TAX STATUS--
 
   
The operations of the Variable Account are part of the operations of the Sponsor
and  are not taxed separately; the Variable  Account is not taxed as a regulated
investment company. The Sponsor qualifies  for the federal income tax  treatment
granted  to life insurance companies under  Subchapter L of the Internal Revenue
Code. Under existing federal income tax law, investment income and capital gains
earned by the  Variable Account on  contract owner reserves  are not subject  to
tax.
    
 
   
INDEPENDENT AUDITORS' REPORT
    
 
   
TO THE CONTRACT OWNERS PARTICIPATING IN SUN LIFE OF CANADA (U.S.) VARIABLE
ACCOUNT G
AND THE BOARD OF DIRECTORS OF SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.):
    
 
   
We  have audited the accompanying  statement of condition of  Sun Life of Canada
(U.S.) Variable Account G (the "Variable Account") as of December 23, 1996. This
financial statement is the responsibility  of management. Our responsibility  is
to express an opinion on this financial statement based on our audit.
    
 
   
We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial   statements  are  free  of   material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation with the custodian of securities  held for the Variable Account  as
of December 23, 1996. An audit also includes assessing the accounting principles
used  and significant  estimates made by  management, as well  as evaluating the
overall financial statement presentation. We  believe that our audits provide  a
reasonable basis for our opinion.
    
 
   
In  our  opinion,  such financial  statement  presents fairly,  in  all material
respects, the financial position of the Variable Account as of December 23, 1996
in conformity with generally accepted accounting principles.
    
 
   
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 10, 1997
    
 
                                       38
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
BALANCE SHEETS
 
   
<TABLE>
<CAPTION>
                                                                                 (UNAUDITED)    (SEE NOTE BELOW)
                                                                                SEPTEMBER 30,     DECEMBER 31,
                                                                                     1996             1995
                                                                                --------------  -----------------
                                                                                           (IN 000'S)
<S>                                                                             <C>             <C>
ASSETS
    Bonds                                                                        $  2,286,265    $     2,846,067
    Preferred stock                                                                         0              1,149
    Mortgage loans                                                                    994,222          1,066,911
    Investments in subsidiaries                                                       147,687            138,282
    Real estate                                                                        96,514             95,575
    Other invested assets                                                              47,139             38,387
    Policy loans                                                                       39,966             38,355
    Cash                                                                               (5,957)           (20,280)
    Investment income due and accrued                                                  47,704             62,720
    Funds withheld on reinsurance assumed                                             865,487            741,091
    Due from separate accounts                                                        201,814            148,675
    Other assets                                                                       61,549             26,346
                                                                                --------------  -----------------
    General account assets                                                          4,782,390          5,183,278
                                                                                --------------  -----------------
    Unitized separate account assets                                                6,412,150          5,275,808
    Non-unitized separate account assets                                            2,003,032          2,040,596
                                                                                --------------  -----------------
                                                                                 $ 13,197,572    $    12,499,682
                                                                                --------------  -----------------
                                                                                --------------  -----------------
LIABILITIES
    Policy reserves                                                              $  2,063,481    $     1,937,301
    Annuity and other deposits                                                      1,997,088          2,290,656
    Policy benefits in process of payment                                               3,484              5,884
    Accrued expenses and taxes                                                         56,300             44,114
    Other liabilities                                                                  56,030             36,082
    Due to (from) parent and affiliates--net                                            3,562              9,498
    Interest maintenance reserve                                                       26,716             25,217
    Asset valuation reserve                                                            54,300             42,099
                                                                                --------------  -----------------
    General account liabilities                                                     4,260,961          4,390,851
                                                                                --------------  -----------------
    Unitized separate account liabilities                                           6,412,125          5,275,783
    Non-unitized separate account liabilities                                       2,003,032          2,040,596
                                                                                --------------  -----------------
                                                                                   12,676,118         11,707,230
                                                                                --------------  -----------------
CAPITAL STOCK AND SURPLUS
    Capital Stock--Par value $1,000:
       Authorized 10,000 shares,
        issued and outstanding 5,900 shares                                             5,900              5,900
    Surplus                                                                           515,554            786,552
                                                                                --------------  -----------------
    Total capital stock and surplus                                                   521,454            792,452
                                                                                --------------  -----------------
                                                                                 $ 13,197,572    $    12,499,682
                                                                                --------------  -----------------
                                                                                --------------  -----------------
</TABLE>
    
 
Note: The balance sheet at December 31, 1995 has been taken from the audited
financial statements at that date.
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       39
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
STATEMENTS OF OPERATIONS
 
   
<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                               SEPTEMBER 30,
                                                 UNAUDITED
                                           ----------------------
                                              1996        1995
                                           ----------  ----------
                                                 (IN 000'S)
 <S>                                       <C>         <C>
 INCOME
     Premiums and annuity considerations   $   60,473  $   70,663
     Annuity and other deposit funds           97,803     103,761
     Transfers to separate accounts--net      (31,581)       (852)
     Net investment income                     86,663      96,878
     Amortization of interest maintenance
      reserve                                     613        (125)
     Realized losses on investments            (2,884)       (361)
     Mortality and expense risk charges        21,194      15,981
     Other income--net                         13,848       7,608
                                           ----------  ----------
                                              246,129     293,553
 BENEFITS AND EXPENSES
     Increase (decrease) in liability for
      annuity and other deposit funds         (77,847)     30,216
     Increase in policy reserves               36,087      33,641
     Death, surrender benefits, and
      annuity payments                         48,742      51,526
     Annuity and other deposit fund
      withdrawals                             177,255     111,556
     Transfers to (from) non-unitized
      separate account                         (2,110)      3,655
                                           ----------  ----------
                                              182,127     230,594
     Operating expenses                         9,532       8,617
     Commissions                               30,943      24,759
     Dividends                                  6,188       3,887
     Taxes, licenses and fees                     672        (425)
                                           ----------  ----------
                                              229,462     267,432
     Net income from operations before
      surplus note interest and equity in
      income of subsidiaries                   16,667      26,121
     Surplus note interest                     (5,432)     (7,788)
                                           ----------  ----------
     Net income from operations before
      equity in income of subsidiaries
      and federal income tax                   11,235      18,333
     Equity in income of subsidiaries          23,474      19,593
     Federal income tax expense                (7,019)    (14,201)
                                           ----------  ----------
 NET INCOME                                $   27,690  $   23,725
                                           ----------  ----------
                                           ----------  ----------
</TABLE>
    
 
                  SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS.
 
                                       40
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
STATEMENTS OF OPERATIONS
 
   
<TABLE>
<CAPTION>
                                             NINE MONTHS ENDED
                                               SEPTEMBER 30,
                                                 UNAUDITED
                                           ----------------------
                                              1996        1995
                                           ----------  ----------
                                                 (IN 000'S)
 <S>                                       <C>         <C>
 INCOME
     Premiums and annuity considerations   $  200,672  $  199,730
     Annuity and other deposit funds          327,986     622,587
     Transfers from (to) separate
      accounts--net                           (89,323)     27,870
     Net investment income                    262,271     269,529
     Amortization of interest maintenance
      reserve                                     994         439
     Realized losses on investments            (4,325)     (2,421)
     Mortality and expense risk charges        59,490      44,046
     Other income--net                         53,959       7,605
                                           ----------  ----------
                                              811,724   1,169,385
 BENEFITS AND EXPENSES
     Increase (decrease) in liability for
      annuity and other deposit funds        (293,567)     41,351
     Increase in policy reserves              126,179     119,218
     Death, surrender benefits, and
      annuity payments                        141,416     139,547
     Annuity and other deposit fund
      withdrawals                             723,536     363,881
     Transfers to (from) non-unitized
      separate account                        (80,815)    337,203
                                           ----------  ----------
                                              616,749   1,001,200
     Operating expenses                        31,578      27,356
     Commissions                               93,938      82,694
     Dividends                                 19,480      16,598
     Taxes, licenses and fees                   2,145       4,537
                                           ----------  ----------
                                              763,890   1,132,385
     Net income from operations before
      surplus note interest and equity in
      income of subsidiaries                   47,834      37,000
     Surplus note interest                    (17,636)    (23,363)
                                           ----------  ----------
     Net income from operations before
      equity in income of subsidiaries
      and federal income tax                   30,198      13,637
     Equity in income of subsidiaries          61,068      40,259
     Federal income tax expense               (14,136)    (21,525)
                                           ----------  ----------
 NET INCOME                                $   77,130  $   32,371
                                           ----------  ----------
                                           ----------  ----------
</TABLE>
    
 
                  SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS.
 
                                       41
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
STATEMENTS OF CAPITAL STOCK AND SURPLUS
 
   
<TABLE>
<CAPTION>
                                                                                 NINE MONTHS ENDED
                                                                                   SEPTEMBER 30,
                                                                                     UNAUDITED
                                                                               ----------------------
                                                                                  1996        1995
                                                                               ----------  ----------
                                                                                     (IN 000'S)
 
<S>                                                                            <C>         <C>
CAPITAL STOCK                                                                  $    5,900  $    5,900
PAID-IN SURPLUS                                                                   199,355     199,355
SURPLUS NOTES
    Balance, beginning of period                                                  650,000     335,000
    Paid during period                                                           (335,000)          0
                                                                               ----------  ----------
    Balance, end of period                                                        315,000     335,000
                                                                               ----------  ----------
UNASSIGNED SURPLUS
    Balance, beginning of period                                                  (62,801)    (84,767)
    Net income                                                                     77,130      32,371
    Change in non-admitted assets                                                    (877)     (2,435)
    Unrealized gains (losses) on real estate                                          (51)      1,096
    Change in and transfers of separate account surplus                                 0          (1)
    Change in asset valuation reserve                                             (12,202)     (7,990)
                                                                               ----------  ----------
    Balance, end of period                                                          1,199     (61,726)
                                                                               ----------  ----------
TOTAL SURPLUS                                                                     515,554     472,629
                                                                               ----------  ----------
TOTAL CAPITAL STOCK AND SURPLUS                                                $  521,454  $  478,529
                                                                               ----------  ----------
                                                                               ----------  ----------
</TABLE>
    
 
                  SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS.
 
                                       42
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
STATEMENTS OF CASH FLOWS
 
   
<TABLE>
<CAPTION>
                                               NINE MONTHS ENDED
                                                 SEPTEMBER 30,
                                                   UNAUDITED
                                            ------------------------
                                               1996         1995
                                            -----------  -----------
                                                   (IN 000'S)
 <S>                                        <C>          <C>
 Cash flows from operating activities:
     Net income from operations before
      surplus note interest and equity in
      income of subsidiaries                $    47,832  $    37,001
     Adjustments to reconcile net income
      from operations to net cash provided
      by (used in) operating activities:
     Increase (decrease) in liability for
      annuity and other deposit funds          (293,567)      41,351
     Increase in policy reserves                126,180      119,218
     Increase in investment income due and
      accrued                                    15,015          590
     Net accrual and amortization of
      discount and premium on investments         1,518        1,820
     Realized losses on investments               4,325        2,421
     Change in non-admitted assets                 (877)      (2,435)
     Change in funds withheld on
      reinsurance                              (124,396)    (121,103)
     Other                                       (8,532)     (12,626)
                                            -----------  -----------
 Net cash provided by (used in) operating
   activities                                  (232,502)      66,237
                                            -----------  -----------
 Cash flows from investing activities:
     Proceeds from sale and maturity of
      investments                               985,589    1,295,015
     Purchase of investments                   (624,195)  (1,288,636)
     Net change in short-term investments       211,770      (58,997)
     Investment in subsidiaries                  (1,000)
     Dividends from subsidiaries                 27,298       13,077
                                            -----------  -----------
 Net cash provided by (used in) investing
   activities                                   599,462      (39,541)
                                            -----------  -----------
 Cash flows from financing activities:
     Repayment of surplus notes                (335,000)           0
     Payment of interest on surplus note        (17,636)     (23,363)
     Repayment of seed capital                        0        4,036
                                            -----------  -----------
 Net cash used in financing activities         (352,636)     (19,327)
                                            -----------  -----------
 Increase in cash during the period              14,323        7,369
 Cash balance, beginning of period              (20,280)     (11,460)
                                            -----------  -----------
 Cash balance, end of period                $    (5,957) $    (4,091)
                                            -----------  -----------
                                            -----------  -----------
</TABLE>
    
 
                  SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS.
 
                                       43
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
   
1.  BASIS OF PRESENTATION
    
   
The accompanying interim financial statements  of Sun Life Assurance Company  of
Canada  (U.S.) ("the Company") are prepared on the basis of accounting practices
prescribed or  permitted  by  the  State of  Delaware  Department  of  Insurance
(statutory  financial statements). The accompanying  financial statements do not
include  all  of  the  footnote  disclosures  required  for  complete  financial
statements.  In the opinion of management, all adjustments (consisting of normal
recurring accruals)  considered  necessary for  a  fair presentation  have  been
included.  The  accompanying  interim  financial  statement  should  be  read in
conjunction with the Company's annual financial statements.
    
 
   
Results of nine months ended September  30, 1996 are not necessarily  indicative
of the results that may be expected for the year ending December 31, 1996.
    
 
   
The   Financial   Accounting   Standards  Board   (FASB)   has   issued  certain
pronouncements relating to  mutual life  insurance companies,  and wholly  owned
subsidiaries  of mutual life  insurance companies effective  for years beginning
after December  15, 1995.  Such pronouncements  will no  longer allow  statutory
financial  statements  to  be described  as  being prepared  in  conformity with
generally accepted accounting principles (GAAP). Upon the effective date of  the
pronouncements, in order for their financial statements to be described as being
prepared  in conformity with  GAAP, mutual life  insurance companies, and wholly
owned subsidiaries of mutual life insurance companies will be required to  adopt
all  applicable accounting  principles promulgated  by the  FASB in  any general
purpose financial statements that they may issue. If the Company issues  general
purpose statutory financial statements for 1996 and reissues statutory financial
statement  for prior years, the  independent auditor will be  able to express an
opinion regarding  the presentation  of any  statutory financial  statements  in
accordance  with accounting  practices prescribed or  permitted by  the State of
Delaware Department of  Insurance but will  be required to  issue an adverse  or
qualified   opinion  on  any  statutory  financial  statements  regarding  their
presentation in conformity with GAAP. The Company has not quantified the effects
of the application of the GAAP pronouncements on its financial statements.
    
 
2.  MANAGEMENT AND SERVICE CONTRACTS
Expenses under the agreement with the parent which enables the parent to provide
certain services amounted  to approximately $3,294,000  and $13,562,000 for  the
three and nine month periods in 1996 and $3,673,000 and $13,708,000 for the same
periods in 1995.
 
3.  INVESTMENTS IN SUBSIDIARIES
The  following  is combined  unaudited summarized  financial information  of the
subsidiaries as of  September 30, 1996  and 1995  and for the  nine months  then
ended:
 
<TABLE>
<CAPTION>
                                                                                       1996         1995
                                                                                    -----------  -----------
                                                                                           (IN 000'S)
<S>                                                                                 <C>          <C>
Intangible assets                                                                   $    10,668  $    12,676
Other assets, net of liabilities                                                        140,119      133,093
                                                                                    -----------  -----------
Total net assets                                                                    $   150,787  $   145,769
                                                                                    -----------  -----------
Total income                                                                        $   513,021  $   426,027
Total expenses                                                                         (439,852)    (381,082)
Income tax expense                                                                      (32,437)     (20,905)
                                                                                    -----------  -----------
Net income                                                                          $    40,732  $    24,040
                                                                                    -----------  -----------
                                                                                    -----------  -----------
</TABLE>
 
                                       44
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS IN SUBSIDIARIES (CONTINUED):
The  following  is combined  unaudited summarized  financial information  of the
subsidiaries for the three months ended September 30, 1995 and 1994:
 
<TABLE>
<S>                                                                 <C>        <C>
Total income                                                        $ 183,931  $ 140,805
Total expenses                                                       (154,191)  (119,698)
Income tax expense                                                    (12,983)   (11,217)
                                                                    ---------  ---------
Net income                                                          $  16,757  $   9,890
                                                                    ---------  ---------
                                                                    ---------  ---------
</TABLE>
 
In determining  the  equity in  income  of  subsidiaries for  the  periods,  the
Registrant has excluded federal income tax expenses of approximately $10,355,000
and  $25,365,000  for  the  three  month and  nine  month  periods  in  1996 and
$9,703,000 and $16,219,000 for the same periods in 1995.
 
The change  in equity  in income  of  subsidiaries reported  in the  summary  of
operations, differs from the net income above, due to federal income taxes and a
minority shareholder interest not held by the Registrant.
 
4.  SURPLUS NOTES
The Registrant repaid $335,000,000 of surplus notes to its parent on January 16,
1996 after having received permission from the Delaware Department of Insurance.
 
                                       45
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
 
5.  INVESTMENT INCOME
Net investment income consisted of:
 
<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                                      ----------------------
                                                                                         1996        1995
                                                                                      ----------  ----------
                                                                                             (000'S)
<S>                                                                                   <C>         <C>
Interest income from bonds                                                            $  135,661  $  150,962
Interest income from mortgage loans                                                       71,410      74,888
Interest income from policy loans                                                          2,043       2,026
Real estate investment income                                                              7,958       9,150
Interest income on funds withheld                                                         51,589      41,267
Other                                                                                      1,124       1,723
                                                                                      ----------  ----------
    Gross investment income                                                           $  269,785  $  280,016
Investment expenses                                                                        7,514      10,487
                                                                                      ----------  ----------
                                                                                      $  262,271  $  269,529
                                                                                      ----------  ----------
                                                                                      ----------  ----------
</TABLE>
 
   
<TABLE>
<CAPTION>
                                                                                        THREE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                                      ----------------------
                                                                                         1996        1995
                                                                                      ----------  ----------
                                                                                             (000'S)
<S>                                                                                   <C>         <C>
Interest income from bonds                                                            $   42,418  $   52,665
Interest income from mortgage loans                                                       23,271      24,227
Interest income from policy loans                                                            711         671
Real estate investment income                                                              2,966       3,752
Interest income on funds withheld                                                         19,886      20,447
Other                                                                                        (53)         39
                                                                                      ----------  ----------
    Gross investment income                                                           $   89,199  $  101,801
Investment expenses                                                                        2,536       4,923
                                                                                      ----------  ----------
                                                                                      $   86,663  $   96,878
                                                                                      ----------  ----------
                                                                                      ----------  ----------
</TABLE>
    
 
                                       46
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                              ------------------------------
                                                                                   1995            1994
                                                                              --------------  --------------
                                                                                        (IN 000'S)
<S>                                                                           <C>             <C>
ASSETS
    Bonds                                                                     $    2,846,067  $    2,471,152
    Preferred stock                                                                    1,149               0
    Mortgage loans                                                                 1,066,911       1,120,981
    Investments in subsidiaries                                                      138,282         134,807
    Real estate                                                                       95,574          89,487
    Other invested assets                                                             38,387          26,036
    Policy loans                                                                      38,355          36,584
    Cash                                                                             (20,280)        (11,459)
    Investment income due and accrued                                                 62,719          56,096
    Funds withheld on reinsurance assumed                                            741,091         566,693
    Due from separate accounts                                                       148,675         132,496
    Other assets                                                                      26,349          27,683
                                                                              --------------  --------------
    General account assets                                                         5,183,279       4,650,556
                                                                              --------------  --------------
    Unitized separate account assets                                               5,275,808       4,061,821
    Non-unitized separate account assets                                           2,040,596       1,425,445
                                                                              --------------  --------------
                                                                              $   12,499,683  $   10,137,822
                                                                              --------------  --------------
                                                                              --------------  --------------
LIABILITIES
    Policy reserves                                                           $    1,937,302  $    1,765,326
    Annuity and other deposits                                                     2,290,656       2,277,104
    Policy benefits in process of payment                                              5,884           5,796
    Accrued expenses and taxes                                                        44,114          12,386
    Other liabilities                                                                 36,080          50,087
    Due to parent and affiliates--net                                                  9,498          41,881
    Interest maintenance reserve                                                      25,218          18,140
    Asset valuation reserve                                                           42,099          28,409
                                                                              --------------  --------------
    General account liabilities                                                    4,390,851       4,199,129
                                                                              --------------  --------------
    Unitized separate account liabilities                                          5,275,784       4,057,759
    Non-unitized separate account liabilities                                      2,040,596       1,425,445
                                                                              --------------  --------------
                                                                                  11,707,231       9,682,333
                                                                              --------------  --------------
CAPITAL STOCK AND SURPLUS
    Capital Stock--Par value $1,000:
       Authorized 10,000 shares,
        issued and outstanding 5,900 shares                                            5,900           5,900
    Surplus                                                                          786,552         449,589
                                                                              --------------  --------------
    Total capital stock and surplus                                                  792,452         455,489
                                                                              --------------  --------------
                                                                              $   12,499,683  $   10,137,822
                                                                              --------------  --------------
                                                                              --------------  --------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       47
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                YEARS ENDED DECEMBER 31,
                                           ----------------------------------
                                              1995        1994        1993
                                           ----------  ----------  ----------
 <S>                                       <C>         <C>         <C>
                                                       (IN 000'S)
 INCOME
     Premiums and annuity considerations   $  274,244  $  313,025  $  469,157
     Annuity and other deposit funds          722,327     699,189   1,205,680
     Transfers from separate
      accounts--net                            21,455     102,213         350
     Net investment income                    366,598     337,747     253,496
     Amortization of interest maintenance
      reserve                                     899       3,316       2,703
     Realized losses on investments            (1,434)     (6,166)    (12,403)
     Expense allowance on reinsurance
      ceded                                         0           0       8,475
     Mortality and expense risk charges        60,954      52,338      42,981
     Other income--net                         16,666      33,377      46,102
                                           ----------  ----------  ----------
                                            1,461,709   1,535,039   2,016,541
 BENEFITS AND EXPENSES
     Increase (decrease) in liability for
      annuity and other deposit funds          13,552     (69,542)    894,128
     Increase in policy reserves              171,976     219,334     589,559
     Death, surrender benefits, and
      annuity payments                        189,744     166,889     128,902
     Annuity and other deposit fund
      withdrawals                             531,928     540,352     146,260
     Transfers to non-unitized separate
      account                                 331,403     455,688      28,070
                                           ----------  ----------  ----------
                                            1,238,603   1,312,721   1,786,919
     Operating expenses                        37,492      32,231      24,170
     Commissions                              108,672     150,011     204,016
     Dividends                                 25,722      22,928       8,074
     Taxes, licenses and fees                   4,774       4,649       4,180
                                           ----------  ----------  ----------
                                            1,415,263   1,522,540   2,027,359
                                           ----------  ----------  ----------
     Net income (loss) from operations
      before surplus note interest and
      equity in income of subsidiaries         46,446      12,499     (10,818)
     Surplus note interest                    (31,813)    (31,150)    (26,075)
                                           ----------  ----------  ----------
     Net income (loss) from operations
      before equity in income of
      subsidiaries and federal income tax      14,633     (18,651)    (36,893)
     Equity in income of subsidiaries          59,875      62,629      62,640
     Federal income tax expense               (38,593)    (42,521)    (22,491)
                                           ----------  ----------  ----------
 NET INCOME                                $   35,915  $    1,457  $    3,256
                                           ----------  ----------  ----------
                                           ----------  ----------  ----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       48
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
STATEMENTS OF CAPITAL STOCK AND SURPLUS
 
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                            ----------------------------------
                                                               1995        1994        1993
                                                            ----------  ----------  ----------
                                                                        (IN 000'S)
 
<S>                                                         <C>         <C>         <C>
CAPITAL STOCK                                               $    5,900  $    5,900  $    5,900
PAID-IN SURPLUS                                                199,355     199,355     199,355
SURPLUS NOTES
    Balance, beginning of year                                 335,000     335,000     265,000
    Issued during year                                         315,000           0      70,000
                                                            ----------  ----------  ----------
    Balance, end of year                                       650,000     335,000     335,000
                                                            ----------  ----------  ----------
UNASSIGNED SURPLUS
    Balance, beginning of year                                 (84,766)    (57,067)    (57,485)
    Net income                                                  35,915       1,457       3,256
    Writedown of goodwill                                            0     (18,397)          0
    Change in non-admitted assets                               (2,270)     (1,485)       (191)
    Unrealized gains (losses) on real estate                     2,009        (671)     (4,440)
    Change in and transfers of separate account
     surplus                                                        (1)       (227)        117
    Change in asset valuation reserve                          (13,690)     (8,376)      1,676
                                                            ----------  ----------  ----------
    Balance, end of year                                       (62,803)    (84,766)    (57,067)
                                                            ----------  ----------  ----------
TOTAL SURPLUS                                                  786,552     449,589     477,288
                                                            ----------  ----------  ----------
TOTAL CAPITAL STOCK AND SURPLUS                             $  792,452  $  455,489  $  483,188
                                                            ----------  ----------  ----------
                                                            ----------  ----------  ----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       49
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                            -------------------------------------
                                               1995         1994         1993
                                            -----------  -----------  -----------
 <S>                                        <C>          <C>          <C>
                                                         (IN 000'S)
 Cash flows from operating activities:
     Net income (loss) from operations
      before surplus note interest and
      equity in income of subsidiaries      $    46,446  $    12,499  $   (10,818)
     Adjustments to reconcile net income
      (loss) from operations to net cash
      provided by (used in) operating
      activities:
     Increase (decrease) in liability for
      annuity and other deposit funds            13,552      (69,542)     894,128
     Increase in policy reserves                171,976      219,334      589,559
     Increase in investment income due and
      accrued                                    (6,623)      (2,736)     (21,746)
     Net accrual and amortization of
      discount and premium on investments         3,127        7,272        5,911
     Realized losses on investments               1,434        6,166       12,403
     Change in non-admitted assets               (2,270)      (1,485)        (191)
     Change in funds withheld on
      reinsurance                              (174,398)    (199,826)  (1,087,862)
     Other                                      (11,160)     (71,746)      24,953
                                            -----------  -----------  -----------
 Net cash provided by (used in) operating
   activities                                    42,084     (100,064)     406,337
                                            -----------  -----------  -----------
 Cash flows from investing activities:
     Proceeds from sale and maturity of
      investments                             1,705,685    1,596,851    1,173,345
     Purchase of investments                 (1,820,843)  (1,491,159)  (1,618,587)
     Net change in short-term investments      (254,897)     (20,543)     (38,782)
     Investment in subsidiaries                  (6,000)      (4,894)     (15,250)
     Dividends from subsidiaries                 37,927       37,444       42,520
                                            -----------  -----------  -----------
 Net cash provided by (used in) investing
   activities                                  (338,128)     117,699     (456,754)
                                            -----------  -----------  -----------
 Cash flows from financing activities:
     Issue of surplus notes                     315,000            0       70,000
     Payment of interest on surplus notes       (31,813)     (31,150)     (26,075)
     Repayment of seed capital                    4,036            0            0
                                            -----------  -----------  -----------
 Net cash provided by (used in) financing
   activities                                   287,223      (31,150)      43,925
                                            -----------  -----------  -----------
 Decrease in cash during the year                (8,821)     (13,515)      (6,492)
 Cash balance, beginning of year                (11,459)       2,056        8,548
                                            -----------  -----------  -----------
 Cash balance, end of year                  $   (20,280) $   (11,459) $     2,056
                                            -----------  -----------  -----------
                                            -----------  -----------  -----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       50
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
GENERAL--
 
Sun  Life Assurance Company of Canada (U.S.)  (the Company) is incorporated as a
life insurance company and is currently engaged in the sale of individual  fixed
and  variable annuities,  group fixed and  variable annuities  and group pension
contracts. The Company  also underwrites  a block of  individual life  insurance
business  through a  reinsurance contract  with its  parent. Sun  Life Assurance
Company of Canada (the parent company)  is a mutual life insurance company.  The
Company,  which is  domiciled in the  State of Delaware,  prepares its financial
statements in  accordance  with  statutory accounting  practices  prescribed  or
permitted  by the State  of Delaware Insurance  Department. Statutory accounting
practices are  considered to  be generally  accepted accounting  principles  for
mutual  insurance companies  and subsidiaries of  mutuals. Prescribed accounting
practices include  a variety  of  publications of  the National  Association  of
Insurance  Commissioners (NAIC), as well as  state laws, regulations and general
administrative rules. Permitted  accounting practices  encompass all  accounting
practices  not so prescribed. The permitted  accounting practices adopted by the
Company are  not  material  to  the financial  statements.  Preparation  of  the
financial   statements  requires  management  to   make  certain  estimates  and
assumptions.
 
    Assets in the balance sheets are stated at values prescribed or permitted to
be reported by state regulatory authorities. Bonds are carried at cost  adjusted
for  amortization of premium or accrual of discount. Investments in subsidiaries
are carried  on  the equity  basis.  Mortgage loans  acquired  at a  premium  or
discount are carried at amortized values and other mortgage loans at the amounts
of the unpaid balances. Real estate investments are carried at the lower of cost
or  appraised value,  adjusted for accumulated  depreciation, less encumbrances.
Depreciation of buildings and improvements is calculated using the straight line
method over the  estimated useful  life of the  property. For  life and  annuity
contracts,  premiums are recognized as revenues  over the premium paying period,
whereas commissions  and  other  costs  applicable to  the  acquisition  of  new
business  are  charged  to  operations  as  incurred.  Furniture  and  equipment
acquisitions are capitalized  but treated as  nonadmitted assets. Furniture  and
equipment  depreciation is calculated  on a straight line  basis over the useful
life of the assets.
 
MANAGEMENT AND SERVICE CONTRACTS--
 
The Company has  an agreement with  its parent company  which provides that  the
parent company will furnish, as requested, personnel as well as certain services
and  facilities on  a cost  reimbursement basis.  Expenses under  this agreement
amounted  to  approximately  $20,293,000  in  1995,  $18,452,000  in  1994,  and
$13,883,000 in 1993.
 
REINSURANCE--
 
The Company has agreements with the parent company which provide that the parent
company  will  reinsure the  mortality risks  of  the individual  life insurance
contracts sold by the Company. Under  these agreements basic death benefits  and
supplementary  benefits  are  reinsured on  a  yearly renewable  term  basis and
coinsurance basis, respectively. Reinsurance transactions under these agreements
had the effect of decreasing income from operations by approximately $2,184,000,
$2,138,000, and $1,046,000,  for the  years ended  December 31,  1995, 1994  and
1993, respectively.
 
    Effective  January 1, 1991,  the Company entered into  an agreement with the
parent company under which 100% of certain fixed annuity contracts issued by the
Company  were  reinsured.  Effective  December  31,  1993  this  agreement   was
terminated.  This agreement had the effect  of decreasing income from operations
by approximately $9,930,000 in 1993.
 
    Effective January 1, 1991,  the Company entered into  an agreement with  the
parent company under which certain individual life insurance contracts issued by
the parent company were reinsured by the
 
                                       51
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Company on a 90% coinsurance basis. Also, effective January 1, 1991, the Company
entered into an agreement with the parent company which provides that the parent
company  will reinsure the mortality risks in  excess of $500,000 per policy for
the  individual  life  insurance  contracts  assumed  by  the  Company  in   the
reinsurance  agreement described above.  Such death benefits  are reinsured on a
yearly renewable  term basis.  These  agreements had  the effect  of  increasing
income  from  operations by  approximately $11,821,000  in 1995,  and decreasing
income by  approximately  $29,188,000,  and  $43,591,000  for  the  years  ended
December 31, 1994 and 1993, respectively.
 
    The  life reinsurance assumed  agreement requires the  reinsurer to withhold
funds in amounts equal to the reserves assumed.
 
    The following are summarized pro-forma results of operations of the  Company
for  the  years ended  December 31,  1995, 1994  and 1993  before the  effect of
reinsurance transactions with the parent company.
 
<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                                               ----------------------------------------
                                                                   1995          1994          1993
                                                               ------------  ------------  ------------
                                                                              (IN 000'S)
<S>                                                            <C>           <C>           <C>
Income:
    Premiums, annuity deposits and other revenues              $    890,560  $    962,320  $    762,553
    Net investment income and realized gains (losses)               306,893       304,155       293,557
                                                               ------------  ------------  ------------
    Subtotal                                                      1,197,453     1,266,475     1,056,110
                                                               ------------  ------------  ------------
Benefits and Expenses:
    Policyholder benefits                                         1,030,342     1,092,192       926,827
    Other expenses                                                  130,302       130,457        85,575
                                                               ------------  ------------  ------------
    Subtotal                                                      1,160,644     1,222,649     1,012,402
                                                               ------------  ------------  ------------
Income from operations                                         $     36,809  $     43,826  $     43,708
                                                               ------------  ------------  ------------
                                                               ------------  ------------  ------------
</TABLE>
 
    The Company  has  an agreement  with  an unrelated  company  which  provides
reinsurance  of  certain  individual  life  insurance  contracts  on  a modified
coinsurance basis  and under  which  all deficiency  reserves related  to  these
contracts  are reinsured. Reinsurance transactions  under this agreement had the
effect of decreasing income  from operations by  $1,599,000 in 1995,  increasing
income  from  operations  by  $1,854,000  in  1994  and  decreasing  income from
operations by $390,000 in 1993.
 
SEPARATE ACCOUNTS--
 
The Company has  established unitized  separate accounts  applicable to  various
classes  of contracts providing for variable benefits. Contracts for which funds
are invested in separate accounts include variable life insurance and individual
and group qualified and non-qualified variable annuity contracts.
 
    Assets and liabilities of the  separate accounts, representing net  deposits
and  accumulated  net  investment earnings  less  fees, held  primarily  for the
benefit of contract  holders are  shown as  separate captions  in the  financial
statements. Assets held in the separate accounts are carried at market values.
 
    Deposits  to all  separate accounts  are reported  as increases  in separate
account liabilities and are not reported as revenues. Mortality and expense risk
charges and surrender  fees incurred by  the separate accounts  are included  in
income of the Company.
 
                                       52
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
    The  Company  has established  a non-unitized  separate account  for amounts
allocated to the  fixed portion of  certain combination fixed/variable  deferred
annuity  contracts. The  assets of  this account  are available  to fund general
account liabilities and general account assets are available to fund liabilities
of this account.
 
    Any difference between the assets  and liabilities of the separate  accounts
is  treated as payable to or receivable from the general account of the Company.
Amounts payable to the general account of the Company were $148,675,000 in  1995
and $132,496,000 in 1994.
 
OTHER--
 
Income on investments is recognized on the accrual method.
 
    The reserves for life insurance and annuity contracts, developed by accepted
actuarial  methods,  have  been  established  and  maintained  on  the  basis of
published mortality tables  using assumed interest  rates and valuation  methods
that  will  provide reserves  at least  as great  as those  required by  law and
contract provisions.
 
    Net income reported in the Company's statutory Annual Statement differs from
net income reported in these  financial statements. Dividends from  subsidiaries
are  included in  income and undistributed  income (losses)  of subsidiaries are
included as  gains  (losses)  in  unassigned surplus  in  the  statutory  Annual
Statement. Both the dividends and the undistributed income (losses) are included
in net income in these financial statements.
 
    Investments in non-insurance subsidiaries are carried at their stockholders'
equity  value,  determined  in  accordance  with  generally  accepted accounting
principles. Investments in insurance subsidiaries are carried at their statutory
surplus values.
 
    Certain reclassifications  have been  made in  the 1993  and 1994  financial
statements to conform to the classifications used in 1995.
 
2.  INVESTMENTS IN SUBSIDIARIES:
The  Company  owns  all of  the  outstanding shares  of  Massachusetts Financial
Services Company (MFS), Sun Life Insurance and Annuity Company of New York  (Sun
Life  (N.Y.)), Sun Investment  Services Company (Sunesco),  Sun Benefit Services
Company, Inc. (Sunbesco), Massachusetts  Casualty Insurance Company (MCIC),  New
London  Trust, F.S.B. (NLT),  Sun Capital Advisers, Inc.  (Sun Capital), and Sun
Life Finance Corporation (Sunfinco).
 
    Effective January 1,  1994, NLT acquired  all of the  outstanding shares  of
Danielson  Federal Savings and Loan Association of Danielson, Connecticut. These
two banks have been merged into a newly formed federally chartered savings  bank
now called New London Trust, F.S.B.
 
    MFS,  a registered investment  adviser, serves as  investment adviser to the
mutual funds in the MFS  family of funds and  certain mutual funds and  separate
accounts established by the Company, and the MFS Asset Management Group provides
investment advice to substantial private clients.
 
    Clarendon  Insurance Agency, Inc., a  wholly-owned subsidiary of MFS, serves
as the distributor of certain variable  contracts issued by the Company and  Sun
Life  (N.Y.). Sun  Life (N.Y.) is  engaged in  the sale of  individual fixed and
variable annuity contracts and group life and disability insurance contracts  in
the state
 
                                       53
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
2.  INVESTMENTS IN SUBSIDIARIES (CONTINUED):
of  New York. Sunesco is a registered investment adviser and broker-dealer. MCIC
is a  life insurance  company  which issues  only individual  disability  income
policies.  Sun Capital, a registered  investment adviser, Sunfinco, and Sunbesco
are currently inactive.
 
    In 1994, the Company reduced its carrying value of MCIC by $18,397,000,  the
unamortized  amount of  goodwill. The  reduction was  accounted for  as a direct
charge to surplus.
 
    During 1995, 1994 and 1993, the Company contributed capital in the following
amounts to its subsidiaries:
 
<TABLE>
<CAPTION>
                                              1995         1994         1993
                                           ----------   ----------   ----------
<S>                                        <C>          <C>          <C>
MCIC                                       $6,000,000   $6,000,000   $6,000,000
Sun Capital                                         0            0      250,000
New London Trust                                    0            0    9,000,000
</TABLE>
 
    Summarized combined financial information  of the Company's subsidiaries  as
of December 31, 1995, 1994 and 1993 and for the years then ended, follows:
 
<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                           -------------------------------
                                             1995       1994       1993
                                           ---------  ---------  ---------
                                                     (IN 000'S)
 <S>                                       <C>        <C>        <C>
 Intangible assets                         $  12,174  $  13,485  $  14,891
 Other assets, net of liabilities            126,108    121,321    112,332
                                           ---------  ---------  ---------
 Total net assets                          $ 138,282  $ 134,806  $ 127,223
                                           ---------  ---------  ---------
                                           ---------  ---------  ---------
 Total income                              $ 570,794  $ 495,097  $ 424,324
 Operating expenses                         (504,070)  (425,891)  (355,679)
 Income tax expense                          (31,193)   (29,374)   (24,507)
                                           ---------  ---------  ---------
 Net income                                $  35,531  $  39,832  $  44,138
                                           ---------  ---------  ---------
                                           ---------  ---------  ---------
</TABLE>
 
3.  STOCK, SURPLUS NOTES, CONTRIBUTIONS AND NOTE RECEIVABLE:
The  Company has issued surplus  notes to its parent  of $335,000,000 during the
years 1982 through  1993 at interest  rates between 7.25%  and 10%. The  Company
subsequently  repaid all  principal and  interest associated  with these surplus
notes on January 16, 1996. On December 19, 1995 the Company issued surplus notes
totalling $315,000,000 to an  affiliate, Sun Canada  Financial Co., at  interest
rates  between 5.75% and 7.25%. Of these  notes, $157,500,000 will mature in the
year 2007, and  $157,500,000 will  mature in the  year 2015.  Interest on  these
notes  is payable  semi-annually. Principal  and interest  on surplus  notes are
payable only to  the extent  that the  Company meets  specified requirements  as
regards  free surplus exclusive of the principal amount and accrued interest, if
any, on these notes; and, in the case of principal repayments, with the  consent
of the Delaware Insurance Commissioner. Interest payments require the consent of
the  Delaware  Insurance  Commissioner  after  December  31,  1993.  Payment  of
principal and interest on the notes issued in 1995 also requires the consent  of
the Canadian Office of the Superintendent of Financial Institutions. The Company
expensed  $31,813,000,  $31,150,000 and  $26,075,000 in  respect of  interest on
surplus notes for the years 1995,  1994 and 1993, respectively. On December  19,
1995,  the parent borrowed $120,000,000 at 5.6  % through a short term note from
the Company maturing on  January 16, 1996. The  note, which is classified  under
short-term  bonds at  December 31,  1995, was  repaid in  full by  the parent at
maturity.
 
                                       54
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
4.  BONDS:
The amortized cost and estimated market value of investments in debt  securities
are as follows:
 
<TABLE>
<CAPTION>
                                                         DECEMBER 31, 1995
                                          ------------------------------------------------
                                                        GROSS        GROSS      ESTIMATED
                                          AMORTIZED   UNREALIZED   UNREALIZED     MARKET
                                             COST       GAINS        LOSSES       VALUE
                                          ----------  ----------   ----------   ----------
 
<S>                                       <C>         <C>          <C>          <C>
                                                             (IN 000'S)
Long-term bonds:
    United States government and
     government agencies and authorities  $  467,597   $ 22,783     $   443     $  489,937
    States, provinces and political
     subdivisions                              2,252         81           0          2,333
    Foreign governments                       38,303      4,551           6         42,848
    Public utilities                         513,704     45,466         203        558,967
    Transportation                           215,786     22,794       2,221        236,359
    Finance                                  225,074     13,846          84        238,836
    All other corporate bonds              1,045,745     67,371       7,415      1,105,701
                                          ----------  ----------   ----------   ----------
        Total long-term bonds              2,508,461    176,892      10,372      2,674,981
Short-term bonds:
    U.S. Treasury Bills, bankers
     acceptances and commercial paper        337,606          0           0        337,606
                                          ----------  ----------   ----------   ----------
                                          $2,846,067   $176,892     $10,372     $3,012,587
                                          ----------  ----------   ----------   ----------
                                          ----------  ----------   ----------   ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                         DECEMBER 31, 1994
                                          -----------------------------------------------
                                                        GROSS       GROSS      ESTIMATED
                                          AMORTIZED   UNREALIZED  UNREALIZED     MARKET
                                             COST       GAINS       LOSSES       VALUE
                                          ----------  ---------   ----------   ----------
 
<S>                                       <C>         <C>         <C>          <C>
                                                            (IN 000'S)
Long-term bonds:
    United States government and
     government agencies and authorities  $  444,100   $ 5,017     $11,010     $  438,107
    States, provinces and political
     subdivisions                                252         0          17            235
    Foreign governments                       20,965       147         187         20,925
    Public utilities                         458,839    11,414      11,619        458,633
    Transportation                           215,478     5,099       9,444        211,133
    Finance                                  193,355     3,734       4,010        193,080
    All other corporate bonds              1,055,455    15,785      31,171      1,040,069
                                          ----------  ---------   ----------   ----------
        Total long-term bonds              2,388,444    41,196      67,458      2,362,182
Short-term bonds:
    U.S. Treasury Bills, bankers
     acceptances and commercial paper         82,708         0           0         82,708
                                          ----------  ---------   ----------   ----------
                                          $2,471,152   $41,196     $67,458     $2,444,890
                                          ----------  ---------   ----------   ----------
                                          ----------  ---------   ----------   ----------
</TABLE>
 
                                       55
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
4.  BONDS (CONTINUED):
    The  amortized cost and estimated market value of bonds at December 31, 1995
and 1994  are shown  below  by contractual  maturity. Expected  maturities  will
differ  from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1995
                                           ----------------------
                                                       ESTIMATED
                                           AMORTIZED      FAIR
                                              COST       VALUE
                                           ----------  ----------
 <S>                                       <C>         <C>
                                                 (IN 000'S)
 Maturities are:
     Due in one year or less               $  678,775  $  681,119
     Due after one year through five
      years                                   844,446     866,230
     Due after five years through ten
      years                                   256,552     269,549
     Due after ten years                      884,187   1,000,908
                                           ----------  ----------
                                            2,663,960   2,817,806
     Mortgage-backed securities               182,107     194,781
                                           ----------  ----------
                                           $2,846,067  $3,012,587
                                           ----------  ----------
                                           ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1994
                                           ----------------------
                                                       ESTIMATED
                                           AMORTIZED      FAIR
                                              COST       VALUE
                                           ----------  ----------
 <S>                                       <C>         <C>
                                                 (IN 000'S)
 Maturities are:
     Due in one year or less               $  209,875  $  209,527
     Due after one year through five
      years                                   953,222     930,578
     Due after five years through ten
      years                                   319,858     311,360
     Due after ten years                      877,062     885,462
                                           ----------  ----------
                                            2,360,017   2,336,927
     Mortgage-backed securities               111,135     107,963
                                           ----------  ----------
                                           $2,471,152  $2,444,890
                                           ----------  ----------
                                           ----------  ----------
</TABLE>
 
    Proceeds from sales of investments in debt securities during 1995, 1994, and
1993 were  $1,510,553,000, $1,390,974,000,  and $911,644,000,  gross gains  were
$24,757,000,  $15,025,000,  and $43,674,000  and  gross losses  were $5,742,000,
$30,041,000 and $687,000, respectively.
 
    Long-term bonds at December 31, 1995 and 1994 included $20,000,000 of  bonds
issued  to the Company  by a subsidiary  company, MFS, during  1987. These bonds
will mature in 2000.
 
    Bonds included above with an amortized cost of approximately $2,059,000  and
$1,561,000  at December  31, 1995 and  1994, respectively, were  on deposit with
governmental authorities as required by law.
 
    At year end  1995, the  Company had  outstanding mortgage-backed  securities
(MBS)  forward commitments amounting to a par value of $137,675,000 to be funded
through the sale of certain short-term securities shown above.
 
                                       56
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
5.  SECURITIES LENDING:
The Company  has a  securities lending  program operated  on its  behalf by  the
Company's  primary  custodian,  Chemical Bank  of  New York.  The  custodian has
indemnified the Company against losses arising from this program. The total  par
value of securities out on loan was $250,729,000 at December 31, 1995.
 
6.  MORTGAGE LOANS:
The  Company invests  in commercial first  mortgage loans  throughout the United
States. The  Company  monitors  the  condition of  the  mortgage  loans  in  its
portfolio.  In those cases  where mortgages have  been restructured, appropriate
provisions have been made. In those cases where, in management's judgement,  the
mortgage loans' values are impaired, appropriate losses are recorded.
 
    The  following  table  shows  the geographic  distribution  of  the mortgage
portfolio.
 
<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------
                                              1995        1994
                                           ----------  -----------
                                                 (IN 000'S)
 <S>                                       <C>         <C>
 California                                $  153,811   $  131,953
 Massachusetts                                 83,999      101,932
 Pennsylvania                                 141,468      136,778
 Ohio                                          83,915       79,478
 Washington                                    91,900       90,422
 Michigan                                      69,125       75,592
 New York                                      81,480       93,178
 All other                                    361,213      411,648
                                           ----------  -----------
                                           $1,066,911   $1,120,981
                                           ----------  -----------
                                           ----------  -----------
</TABLE>
 
    The Company has restructured  mortgage loans totalling $49,846,000,  against
which there are provisions of $8,799,000 at December 31, 1995.
 
    The  Company has made commitments of mortgage  loans on real estate into the
future. The outstanding commitments for these mortgages amount to $13,100,000 at
December 31, 1995.
 
                                       57
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
7.  INVESTMENTS--GAINS AND LOSSES:
 
<TABLE>
<CAPTION>
                                            YEARS ENDED DECEMBER 31,
                                           --------------------------
                                            1995     1994      1993
                                           -------  -------  --------
                                                   (IN 000'S)
 <S>                                       <C>      <C>      <C>
 Net realized gains (losses) (pre-tax):
 Bonds                                     $(2,300) $     0  $      0
 Mortgage loans                                418   (5,689)   (9,975)
 Stocks                                          0        0       445
 Real estate                                   391     (334)   (2,873)
 Other assets                                   57     (143)        0
                                           -------  -------  --------
                                           $(1,434) $(6,166) $(12,403)
                                           -------  -------  --------
                                           -------  -------  --------
 Changes in unrealized gains (losses):
 Bonds                                     $     0  $     0  $     84
 Mortgage loans                             (1,574)       0         0
 Real estate                                 3,583     (671)   (4,113)
 Stocks                                          0        0      (411)
                                           -------  -------  --------
                                           $ 2,009  $  (671) $ (4,440)
                                           -------  -------  --------
                                           -------  -------  --------
</TABLE>
 
    Realized capital gains  and losses on  bonds and mortgages  which relate  to
changes  in levels of interest rate risk  are charged or credited to an interest
maintenance reserve and  amortized into  income over  the remaining  contractual
life  of the security  sold. The realized  capital gains and  losses credited or
charged to the  interest maintenance  reserve were  a credit  of $12,714,000  in
1995,  a charge of $14,070,000 in 1994 and  a credit of $40,993,000 in 1993. All
gains and losses are net of applicable taxes.
 
8.  INVESTMENT INCOME:
Net investment income consisted of:
 
<TABLE>
<CAPTION>
                                             YEARS ENDED DECEMBER 31,
                                           ----------------------------
                                             1995      1994      1993
                                           --------  --------  --------
                                                    (IN 000'S)
 <S>                                       <C>       <C>       <C>
 Interest income from bonds                $205,445  $200,339  $204,405
 Interest income from mortgage loans         99,753   106,347    99,790
 Interest income from policy loans            2,777     2,670     2,503
 Real estate investment income               10,693     8,649     8,593
 Interest income on funds withheld           57,373    30,741    19,420
 Other                                        2,627     1,418       645
                                           --------  --------  --------
     Gross investment income                378,668   350,164   335,356
 Investment expenses                         12,070    12,417    12,679
 Interest expense on funds withheld               0         0    69,181
                                           --------  --------  --------
                                           $366,598  $337,747  $253,496
                                           --------  --------  --------
                                           --------  --------  --------
</TABLE>
 
                                       58
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
9.  DERIVATIVES:
The Company uses derivative instruments  for interest risk management  purposes,
including  hedges  against  specific  interest rate  risk  and  to  minimize the
Company's exposure  to fluctuations  in  interest rates.  The Company's  use  of
derivatives  has  included  U.S. Treasury  futures,  conventional  interest rate
swaps, and forward spread lock interest rate swaps.
 
    In the case  of interest  rate futures, gains  or losses  on contracts  that
qualify  as hedges  are deferred  until the  earliest of  the completion  of the
hedging transaction,  determination that  the transaction  will no  longer  take
place,  or determination that the hedge  is no longer effective. Upon completion
of the  hedge, gains  or  losses are  deferred in  IMR  and amortized  over  the
remaining life of the hedged assets. At December 31, 1995, there were no futures
contracts outstanding.
 
    In  the  case of  interest  rate and  foreign  currency swap  agreements and
forward spread lock interest rate swap agreements, gains or losses on terminated
swaps are deferred in IMR and amortized  over the shorter of the remaining  life
of  the  hedged  asset or  the  remaining term  of  the swap  contract.  The net
differential to be paid or received  on interest rate swaps is recorded  monthly
as interest rates change.
 
<TABLE>
<CAPTION>
                                                         SWAPS OUTSTANDING
                                                        AT DECEMBER 31, 1995
                                                  --------------------------------
                                                      NOTIONAL        MARKET VALUE
                                                  PRINCIPAL AMOUNTS   OF POSITIONS
                                                  -----------------   ------------
                                                             (IN 000'S)
 <S>                                              <C>                 <C>
 Conventional interest rate swaps                      $367,000          $3,275
 Foreign currency swap                                    2,745             290
 Forward spread lock swaps                             $ 50,000          $  112
</TABLE>
 
    The  market values of interest rate swaps and forward spread lock agreements
are primarily obtained  from dealer quotes.  The market value  is the  estimated
amount that the Company would receive or pay on termination or sale, taking into
account  current interest rates and the  current creditworthiness of the counter
parties. The  Company  is exposed  to  potential credit  loss  in the  event  of
non-performance  by  counterparties.  The  counterparties  are  major  financial
institutions and management believes that  the risk of incurring losses  related
to credit risk is remote.
 
10. LEVERAGED LEASES:
The  Company is a lessor in a  leveraged lease agreement entered into on October
21, 1994 under which equipment having an estimated economic life of 25-40  years
was leased for a term of 9.75 years. The Company's equity investment represented
22.9%  of the purchase price of the equipment. The balance of the purchase price
was furnished by third party long-term debt financing, secured by the  equipment
and non-recourse to the Company. At the end of the lease term, the Master Lessee
may exercise a fixed price purchase option to purchase the equipment.
 
                                       59
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
10. LEVERAGED LEASES (CONTINUED):
    The  Company's  net  investment  in  leveraged  leases  is  composed  of the
following elements:
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER
                                                                   31,
                                                           --------------------
                                                             1995       1994
                                                           ---------  ---------
                                                                (IN 000'S)
 <S>                                                       <C>        <C>
 Lease contracts receivable                                $ 111,611  $ 121,716
 Less non-recourse debt                                     (111,594)  (121,699)
                                                           ---------  ---------
                                                                  17         17
 Estimated residual value of leased assets                    41,150     41,150
 Less unearned and deferred income                           (13,132)   (15,292)
                                                           ---------  ---------
 Investment in leveraged leases                               28,035     25,875
 Less fees                                                      (213)      (237)
                                                           ---------  ---------
 Net investment in leveraged leases                        $  27,822  $  25,638
                                                           ---------  ---------
                                                           ---------  ---------
</TABLE>
 
    The  net  investment  is  classified   as  other  invested  assets  in   the
accompanying balance sheets.
 
11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES:
Withdrawal  characteristics  of  general account  and  separate  account annuity
reserves and deposits:
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1995
                                                           ----------------------
                                                             AMOUNT    % OF TOTAL
                                                           ----------  ----------
                                                                 (IN 000'S)
 <S>                                                       <C>         <C>
 Subject to discretionary withdrawal--with adjustment
     --with market value adjustment                        $3,796,596      36.36%
     --at book value less surrender charges (surrender
      charge >5%)                                           4,066,126      38.94
     --at book value (minimal or no charge or adjustment)   1,278,215      12.24
 Not subject to discretionary withdrawal provision          1,301,259      12.46
                                                           ----------  ----------
 Total annuity actuarial reserves and deposit liabilities  $10,442,196    100.00%
                                                           ----------  ----------
                                                           ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1994
                                                           ----------------------
                                                             AMOUNT    % OF TOTAL
                                                           ----------  ----------
                                                                 (IN 000'S)
 <S>                                                       <C>         <C>
 Subject to discretionary withdrawal--with adjustment
     -- with market value adjustment                       $3,083,623      35.98%
     -- at book value less surrender charges (surrender
      charge > 5%)                                          2,915,460      34.02
     -- at book value (minimal or no charge or
      adjustment)                                           1,252,843      14.62
 Not subject to discretionary withdrawal provision          1,318,092      15.38
                                                           ----------  ----------
 Total annuity actuarial reserves and deposit liabilities  $8,570,018     100.00%
                                                           ----------  ----------
                                                           ----------  ----------
</TABLE>
 
12. RETIREMENT PLANS:
The Company participates with its  parent company in a non-contributory  defined
benefit  pension plan covering essentially all employees. The benefits are based
on years of service and compensation.
 
                                       60
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
12. RETIREMENT PLANS (CONTINUED):
    The funding policy for the pension plan is to contribute an amount which  at
least satisfies the minimum amount required by ERISA. The Company is charged for
its  share of the pension cost based upon its covered participants. Pension plan
assets consist principally of  a variable accumulation fund  contract held in  a
separate account of the parent company.
 
    On  January 1, 1994,  the Company adopted  Statement of Financial Accounting
Standards No.  87, which  is in  accordance with  generally accepted  accounting
principles.
 
    The  following table sets forth the funded  status for the pension plan (for
the parent, Sun Life (U.S.), Sun Life  (N.Y.) and Sunesco) at December 31,  1995
and 1994:
 
<TABLE>
<CAPTION>
                                                           TOTAL PENSION PLAN
                                                           ------------------
                                                             1995      1994
                                                           --------  --------
 
                                                               (IN 000'S)
 <S>                                                       <C>       <C>
 Actuarial present value of benefit obligations:
 Vested benefit obligation                                 $(40,949) $(38,157)
 Accumulated benefit obligation                             (42,452)  (39,686)
                                                           --------  --------
                                                           --------  --------
 Projected benefit obligation for service rendered to
  date                                                     $(60,885) $(53,494)
 Plan assets at fair value                                  117,178   101,833
                                                           --------  --------
 Difference between plan assets and projected benefit
  obligation                                                 56,293    48,339
 Unrecognized net gain from past experience different
  from that assumed and effects of changes in assumptions    (9,016)   (1,238)
 Unrecognized net asset at January 1, 1994, being
  recognized over 17 years                                  (30,842)  (32,898)
                                                           --------  --------
 Prepaid pension cost included in other assets             $ 16,435  $ 14,203
                                                           --------  --------
                                                           --------  --------
</TABLE>
 
    The components of the 1995 and 1994 pension cost for the pension plan were:
 
<TABLE>
<CAPTION>
                                                             TOTAL PENSION
                                                                 PLAN
                                                           -----------------
                                                             1995     1994
                                                           --------  -------
 
                                                              (IN 000'S)
 <S>                                                       <C>       <C>
 Service cost                                              $  3,389  $ 2,847
 Interest cost                                                4,050    3,770
 Actual return on plan assets                               (16,388)  (8,294)
 Net amortization and deferral                                6,715     (818)
                                                           --------  -------
 Net pension income                                        $ (2,234) $(2,495)
                                                           --------  -------
                                                           --------  -------
</TABLE>
 
    The Company's share of the group's accrued pension cost at December 31, 1995
and  1994 was  $420,000 and $417,000,  respectively. The Company's  share of net
periodic pension cost was $3,000 and $417,000, respectively.
 
    The discount rate and rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation were
7.5% and 4.5%, respectively. The expected long-term rate of return on assets was
7.5%.
 
                                       61
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
12. RETIREMENT PLANS (CONTINUED):
    The Company also participates  with its parent and  certain affiliates in  a
401(k)  savings plan  for which  substantially all  employees are  eligible. The
Company matches, up to specified amounts, employees' contributions to the  plan.
Employer  contributions were $185,000, $152,000 and $124,000 for the years ended
December 31, 1995, 1994, and 1993, respectively.
 
13. OTHER POST-RETIREMENT BENEFIT PLANS:
In addition to pension benefits the Company provides certain health, dental, and
life insurance benefits ("post-retirement  benefits") for retired employees  and
dependents.  Substantially all employees may  become eligible for these benefits
if they reach  normal retirement age  while working for  the Company, or  retire
early  upon satisfying an  alternate age plus  service condition. Life insurance
benefits are generally set at a fixed amount.
 
    Effective January  1,  1993,  the Company  adopted  Statement  of  Financial
Accounting  Standards (SFAS) No. 106,  "Employers Accounting for Post-retirement
Benefits other than Pensions". SFAS No.  106 requires the Company to accrue  the
estimated  cost  of  retiree  benefit payments  during  the  years  the employee
provides services. SFAS No. 106 allows  recognition of the cumulative effect  of
the liability in the year of adoption or the amortization of the obligation over
a period of up to 20 years. The Company has elected to recognize this obligation
of  approximately $400,000 over a period of  ten years. The Company's cash flows
are  not  affected  by  implementation  of  this  standard,  but  implementation
decreased  net income  by $142,000, $114,000,  and $120,000 for  the years ended
December 31, 1995,  1994 and 1993,  respectively. The Company's  post-retirement
health care plans currently are not funded.
 
    The  following table  sets forth the  plan's funded  status, reconciled with
amounts recognized in the Company's balance sheet:
 
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                               ----------------
                                                                1995     1994
                                                               -------  -------
                                                                  (IN 000'S)
 <S>                                                           <C>      <C>
 Accumulated post-retirement benefit obligation:
   --Retirees                                                    $   0    $   0
   --Fully eligible active plan participants                      (601)    (444)
   --Other active plan participants                                  0        0
                                                               -------  -------
   --Accumulated post-retirement benefit obligation in excess
    of plan assets                                                (601)    (444)
   --Unrecognized gains from past experience                       (55)    (110)
   --Unrecognized transition obligation                            280      320
                                                               -------  -------
   --Accrued post-retirement benefit cost                        $(376)   $(234)
                                                               -------  -------
                                                               -------  -------
 Net periodic post-retirement benefit cost components:
   --Service cost--benefits earned                               $  65    $  49
   --Interest cost on accumulated post-retirement benefit
    obligation                                                      42       33
   --Amortization of transition obligation                          40       40
   --Net amortization and deferral                                  (5)      (8)
                                                               -------  -------
   --Net periodic post-retirement benefit cost                   $ 142    $ 114
                                                               -------  -------
                                                               -------  -------
</TABLE>
 
    The discount  rate  used  in  determining  the  accumulated  post-retirement
benefit  obligation was 7.5% in 1995 and 8% in 1994, and the assumed health care
cost trend rate  was 12.0% graded  to 6% over  10 years after  which it  remains
constant.
 
                                       62
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
13. OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED):
    The  health care cost trend rate assumption  has a significant effect on the
amounts reported. To illustrate, increasing  the assumed health care cost  trend
rates  by one percentage  point in each year  would increase the post-retirement
benefit obligation as of December 31, 1995 by $149,000 and the estimated service
and interest cost components  of the net  periodic post-retirement benefit  cost
for 1995 by $29,000.
 
14. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The  following table presents the carrying  amounts and estimated fair values of
the Company's financial instruments at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
                                                 DECEMBER 31, 1995
                                           ------------------------------
                                                              ESTIMATED
                                           CARRYING AMOUNT    FAIR VALUE
                                           ---------------   ------------
                                                     (IN 000'S)
 <S>                                       <C>               <C>
 ASSETS
 Bonds                                         2,846,067       3,012,586
 Mortgages                                     1,066,911       1,111,895
 Real estate                                      95,575          98,437
 LIABILITIES
 Insurance reserves                              124,066         124,066
 Individual annuities                            434,261         431,263
 Pension products                              2,227,882       2,265,386
 Derivatives                                          --           3,387
 
<CAPTION>
 
                                                 DECEMBER 31, 1994
                                           ------------------------------
                                                              ESTIMATED
                                           CARRYING AMOUNT    FAIR VALUE
                                           ---------------   ------------
                                                     (IN 000'S)
 <S>                                       <C>               <C>
 ASSETS
 Bonds                                        $2,471,152      $2,444,890
 Mortgages                                     1,120,981       1,107,012
 Real estate                                      89,487          91,072
 LIABILITIES
 Insurance reserves                              129,302         129,302
 Individual annuities                            475,557         476,570
 Pension products                              2,772,618       2,668,382
 Derivatives                                          --               1
</TABLE>
 
    The major methods  and assumptions  used in  estimating the  fair values  of
financial instruments are as follows:
 
    The  fair values of short-term bonds are estimated to be the amortized cost.
The fair values  of long-term  bonds which are  publicly traded  are based  upon
market  prices or  dealer quotes.  For privately  placed bonds,  fair values are
estimated using prices  for publicly  traded bonds  of similar  credit risk  and
maturity and repayment characteristics.
 
    The  fair values of  the Company's general  account reserves and liabilities
under investment-type contracts (insurance,  annuity and pension contracts  that
do not involve mortality or morbidity risks) are estimated using discounted cash
flow analyses or surrender values. Those contracts that are deemed to have short
term guarantees have a carrying amount equal to the estimated market value.
 
                                       63
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
14. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):
    The  fair values of mortgages are estimated by discounting future cash flows
using current  rates at  which similar  loans would  be made  to borrowers  with
similar credit ratings and for the same remaining maturities.
 
15. STATUTORY INVESTMENT VALUATION RESERVES:
The asset valuation reserve (AVR) provides a reserve for losses from investments
in  bonds, stocks,  mortgage loans, real-estate  and other  invested assets with
related increases or decreases being recorded directly to surplus.
 
    Realized capital gains  and losses on  bonds and mortgages  which relate  to
changes  in levels of interest rate risk  are charged or credited to an interest
maintenance  reserve  (IMR)  and  amortized  into  income  over  the   remaining
contractual life of the security sold.
 
    The  tables shown below present changes in the major elements of the AVR and
IMR.
 
<TABLE>
<CAPTION>
                                                 1995             1994
                                           ----------------  ---------------
                                             AVR      IMR      AVR     IMR
                                           -------  -------  -------  ------
                                              (IN 000'S)       (IN 000'S)
 <S>                                       <C>      <C>      <C>      <C>
 Balance, beginning of year                $28,409  $18,140  $20,033  $31,414
 Realized capital gains (losses), net of
  tax                                       (1,524)   7,977   (1,320) (9,958)
 Amortization of investment gains                0     (897)       0  (3,316)
 Unrealized investment gains (losses)        3,650        0   (3,537)      0
 Required by formula                        11,564        0   13,233       0
                                           -------  -------  -------  ------
 Balance, end of year                      $42,099  $25,218  $28,409  $18,140
                                           -------  -------  -------  ------
                                           -------  -------  -------  ------
</TABLE>
 
16. FEDERAL INCOME TAXES:
The Company and its subsidiaries file a consolidated federal income tax  return.
Federal  income  taxes  are calculated  for  the consolidated  group  based upon
amounts determined to be  payable as a result  of operations within the  current
year.  No provision is recognized for timing differences which may exist between
financial  statement  and  taxable  income.  Such  timing  differences   include
reserves,  depreciation and accrual  of market discount  on bonds. Cash payments
for  federal  income  taxes  were  approximately  $12,429,000,  $43,200,000  and
$25,000,000 for the years ended December 31, 1995, 1994 and 1993, respectively.
 
17. RISK-BASED CAPITAL:
Effective December 31, 1993 the NAIC adopted risk-based capital requirements for
life  insurance companies. The risk-based  capital requirements provide a method
for measuring the  minimum acceptable  amount of  adjusted capital  that a  life
insurer  should have, as determined under statutory accounting practices, taking
into account  the risk  characteristics  of its  investments and  products.  The
Company has met the minimum risk-based capital requirements for 1995 and 1994.
 
18. NEW ACCOUNTING PRONOUNCEMENT:
In  April, 1993,  the Financial  Accounting Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of   Generally  Accepted   Accounting
Principles   to  Mutual  Life  Insurance  and  Other  Enterprises."  Under  this
interpretation, annual financial statements of mutual life insurance enterprises
for fiscal  years beginning  after  December 15,  1992,  shall provide  a  brief
description  that  financial  statements  prepared  on  the  basis  of statutory
accounting practices will no longer be described as prepared in conformity  with
 
                                       64
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada)
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
18. NEW ACCOUNTING PRONOUNCEMENT (CONTINUED):
   
generally   accepted  accounting  principles.  In  January  1995,  Statement  of
Financial Accounting Standards No. 120 (SFAS No. 120) "Accounting and  Reporting
by  Mutual Life  Insurance Enterprises  for Certain  Long Duration Participating
Contracts" was issued. SFAS No. 120 delays the effective date of  interpretation
No. 40 until fiscal years beginning after December 15, 1995.
    
 
INDEPENDENT AUDITORS' REPORT
 
TO THE BOARD OF DIRECTORS AND STOCKHOLDER
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
WELLESLEY HILLS, MASSACHUSETTS
 
    We  have  audited  the accompanying  balance  sheets of  Sun  Life Assurance
Company of  Canada  (U.S.) (a  wholly-owned  subsidiary of  Sun  Life  Assurance
Company  of Canada) as of December 31, 1995 and 1994, and the related statements
of operations, capital stock and surplus, and  cash flows for each of the  three
years  in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express  an
opinion on these financial statements based on our audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In  our opinion, such  financial statements present  fairly, in all material
respects, the financial  position of  the Company as  of December  31, 1995  and
1994, and the results of its operations and its cash flows for each of the three
years  in  the period  ended  December 31,  1995,  in conformity  with generally
accepted accounting principles.
 
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 1996
 
                                       65
<PAGE>
                                   APPENDIX A
                        ILLUSTRATIONS OF DEATH BENEFITS,
                    ACCOUNT VALUES AND CASH SURRENDER VALUES
<PAGE>
                                   APPENDIX A
               ILLUSTRATIONS OF DEATH BENEFITS, SURRENDER VALUES
                            AND ACCUMULATED PREMIUMS
 
    The  Tables on the  following pages illustrate  the way in  which a Policy's
Death Benefit,  Account  Value and  Cash  Surrender  Value could  vary  over  an
extended  period of  time. They  assume that all  Premiums are  allocated to and
remain in the  Variable Account for  the entire  period shown and  are based  on
hypothetical   gross  annual  investment  returns   for  the  Portfolios  (i.e.,
investment  income  and  capital  gains  and  losses,  realized  or  unrealized)
equivalent  to constant gross annual  rates of 0%, 6%,  and 12% over the periods
indicated.
 
    All Tables illustrate a Policy where the Insured is a male, Issue Age 45, in
the preferred (non-tobacco) rate class.  These illustrations all assume a  Total
Face  Amount of $500,000 and payment of  an annual Premium of $12,600. Tables 1,
2, 5 & 6  assume a Specified Face  Amount of $500,000. Tables  3 and 4 assume  a
Specified  Face Amount  of $50,000  and an  APB Rider  Face Amount  of $450,000.
Tables 1 and 2 are based on guaranteed issue underwriting, Death Benefit  Option
A,  the Cash Value  Accumulation Test and  a Specified Face  Amount of $500,000.
Tables 3 and 4  are based on  the same assumptions, except  that the Total  Face
Amount  reflects a Specified Face Amount of $50,000 and an APB Rider Face Amount
of $450,000.  Tables 5  and 6  are  based on  full medical  underwriting,  Death
Benefit  Option B, the  Guideline Premium Test,  and a Specified  Face Amount of
$500,000. Tables 1, 3 and 5 differ from Tables 2, 4 and 6, respectively, only in
that Tables  1, 3  and 5  reflect the  deduction of  current Policy  charges  as
outlined  below, while Tables 2, 4 and 6 reflect the deduction of Policy charges
at the guaranteed maximum  rates (except that Kentucky  Policy Owners will  have
higher premium tax deductions than those reflected).
 
    The Account Values and Death Benefits would be different from those shown if
the  gross annual  investment rates of  return averaged  0%, 6%, and  12% over a
period of years,  but fluctuated  above or  below such  averages for  individual
Policy  Years. The values would also be different depending on the allocation of
a Policy's total Account Value among  the Sub-Accounts of the Variable  Account,
if  the actual rates  of return averaged  0%, 6% or  12%, but the  rates of each
Portfolio varied above and below such averages.
 
   
    The amounts  shown for  the  Death Benefits  and  Account Values  take  into
account  all  charges  and deductions  imposed  under  the Policy  based  on the
assumptions set forth in the Tables.  These include: Expense Charges Applied  to
Premium,  assuming a premium  tax rate of  2% for Tables  1, 3 and  5 and 4% for
Tables 2,  4 and  6. The  Daily  Risk Percentage  charged against  the  Separate
Account  for mortality and expense  risks, at an effective  annual rate of 0.75%
for the first 10 Policy  Years and 0.35% thereafter for  Tables 1, 3 and 5,  and
0.90%  for all Policy Years for Tables 2, 4 and 6; the Monthly Expense Charge of
$13.75 per month for the  first Policy Year and  $7.50 per month thereafter  for
Tables  1, 3 and 5, and  $13.75 per month for all  Policy Years for Tables 2, 4,
and 6; and the Monthly Cost of Insurance based on current charges for Tables  1,
3 and 5, and guaranteed charges for Tables 2, 4, and 6.
    
 
    The  amounts  shown in  the Tables  also take  into account  the Portfolios'
advisory fees and operating expenses, which are assumed to be at an annual  rate
of 0.76% of the average daily net assets of each Portfolio. This is based upon a
simple  average of the advisory fees and  expenses of all the Portfolios for the
most recent  fiscal year  taking into  account any  applicable expense  caps  or
expense  reimbursement arrangements. Actual fees  and expenses of the Portfolios
may be more or  less than 0.76%, will  vary from year to  year, and will  depend
upon  how Account Value is allocated  among the Sub-Accounts. See the individual
prospectus for each Portfolio for more information on Portfolio expenses.
 
    The gross annual rates of investment return of 0%, 6% and 12% correspond  to
net annual rates of -1.50%, 4.46%, and 10.41%, respectively, during the first 10
Policy Years and -1.11%, 4.87%, and 10.85%, respectively, thereafter taking into
account  the current Daily Risk Percentage and  the assumed 0.76% charge for the
Portfolio's advisory fees and operating expenses; and -1.65%, 4.30% and  10.25%,
respectively taking into account the guaranteed Daily Risk Percentage.
 
                                      A-1
<PAGE>
    The  hypothetical returns shown in the Tables do not reflect any charges for
income taxes against the Separate Account  since no charges are currently  made.
If,  in the future, such  charges are made, in  order to produce the illustrated
death benefits and cash values, the gross annual investment rate of return would
have to exceed 0%, 6%, or 12% by a sufficient amount to cover the tax charges.
 
    The second column of each Table  shows the amount which would accumulate  if
an  amount equal to each Premium were invested and earned interest, after taxes,
at 5% per year, compounded annually.
 
    We will furnish upon  request a comparable Table  using any specific set  of
circumstances.  In addition to a Table assuming Policy charges at their maximum,
we will furnish a Table assuming current Policy charges.
 
                                      A-2
<PAGE>
                                    TABLE 1
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                             SUN LIFE CORPORATE VUL
 
                          MALE, PREFERRED, GI, AGE 45
                         $500,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM: $12,600.00
                             DEATH BENEFIT OPTION A
                          CASH VALUE ACCUMULATION TEST
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                                                                                     HYPOTHETICAL 12%
                                  HYPOTHETICAL 0%                      HYPOTHETICAL 6%               GROSS INVESTMENT
                              GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN                RETURN
            PREMIUMS                NET -1.50%                            NET 4.46%                     NET 10.41%
            PAID PLUS   -----------------------------------  -----------------------------------  ----------------------
            INTEREST       CASH                                 CASH                                 CASH
 POLICY       AT 5%      SURRENDER     ACCOUNT      DEATH     SURRENDER     ACCOUNT      DEATH     SURRENDER    ACCOUNT
  YEAR      PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT      VALUE       VALUE
- ---------  -----------  -----------  -----------  ---------  -----------  -----------  ---------  -----------  ---------
<S>        <C>          <C>          <C>          <C>        <C>          <C>          <C>        <C>          <C>
        1      13,230       10,925       10,169     500,000      11,565       10,809     500,000      12,204      11,448
        2      27,121       20,651       19,895     500,000      22,559       21,803     500,000      24,544      23,788
        3      41,708       30,026       29,270     500,000      33,837       33,081     500,000      37,962      37,206
        4      57,023       38,380       38,380     500,000      44,741       44,741     500,000      51,905      51,905
        5      73,104       47,270       47,270     500,000      56,845       56,845     500,000      68,072      68,072
        6      89,989       55,980       55,980     500,000      69,454       69,454     500,000      85,902      85,902
        7     107,719       64,535       64,535     500,000      82,616       82,616     500,000     105,603     105,603
        8     126,335       74,029       74,029     500,000      97,516       97,516     500,000     128,601     128,601
        9     145,881       83,314       83,314     500,000     113,039      113,039     500,000     153,994     153,994
       10     166,406       92,406       92,406     500,000     129,232      129,232     500,000     182,060     182,060
       11     187,956      101,678      101,678     500,000     146,682      146,682     500,000     213,923     213,923
       12     210,584      110,709      110,709     500,000     164,902      164,902     500,000     249,222     249,222
       13     234,343      119,502      119,502     500,000     183,943      183,943     500,000     288,090     288,090
       14     259,290      128,052      128,052     500,000     203,856      203,856     500,000     330,859     330,859
       15     285,484      136,404      136,404     500,000     224,739      224,739     500,000     377,956     377,956
       16     312,989      144,417      144,417     500,000     246,552      246,552     500,000     429,661     429,661
       17     341,868      152,125      152,125     500,000     269,395      269,395     501,922     486,444     486,444
       18     372,191      159,539      159,539     500,000     293,163      293,163     532,725     548,811     548,811
       19     404,031      166,616      166,616     500,000     317,799      317,799     563,520     617,238     617,238
       20     437,463      173,376      173,376     500,000     343,345      343,345     594,418     692,332     692,332
   Age 60     285,484      136,404      136,404     500,000     224,739      224,739     500,000     377,956     377,956
   Age 65     437,463      173,376      173,376     500,000     343,345      343,345     594,418     692,332     692,332
   Age 70     631,430      201,236      201,236     500,000     484,908      484,908     751,233   1,190,109   1,190,109
   Age 75     878,986      216,310      216,310     500,000     650,644      650,644     914,467   1,968,491   1,968,491
 
<CAPTION>
 
 POLICY       DEATH
  YEAR       BENEFIT
- ---------  -----------
<S>        <C>
        1      500,000
        2      500,000
        3      500,000
        4      500,000
        5      500,000
        6      500,000
        7      500,000
        8      500,000
        9      500,000
       10      500,000
       11      500,000
       12      529,453
       13      595,687
       14      666,134
       15      741,247
       16      821,144
       17      906,317
       18      997,280
       19    1,094,486
       20    1,198,605
   Age 60      741,247
   Age 65    1,198,605
   Age 70    1,843,748
   Age 75    2,766,675
</TABLE>
 
(1) Assumes a $12,600.00 premium is paid  at the beginning of each Policy  Year.
    Values  will be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans have been made. Excessive loans or  withdrawals
    may cause this Policy to lapse due to insufficient Policy Value.
 
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN ARE  ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED  A REPRESENTATION OF  PAST OR FUTURE  INVESTMENT RATES OF  RETURN.
ACTUAL  INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY  OWNER,
AND  THE DIFFERENT INVESTMENT RATES OF RETURN  FOR THE FUNDS. THE CASH SURRENDER
VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF  THE
ACTUAL  RATES OF  INVESTMENT RETURN AVERAGED  0%, 6%,  AND 12% OVER  A PERIOD OF
YEARS, BUT  FLUCTUATED ABOVE  AND  BELOW THOSE  AVERAGES FOR  INDIVIDUAL  POLICY
YEARS.  THEY WOULD ALSO BE  DIFFERENT IF ANY POLICY  LOANS OR PARTIAL SURRENDERS
WERE MADE. NO  REPRESENTATIONS CAN  BE MADE THAT  THESE HYPOTHETICAL  INVESTMENT
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
 
                                      A-3
<PAGE>
                                    TABLE 2
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                             SUN LIFE CORPORATE VUL
 
                          MALE, PREFERRED, GI, AGE 45
                         $500,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM: $12,600.00
                             DEATH BENEFIT OPTION A
                          CASH VALUE ACCUMULATION TEST
                           GUARANTEED POLICY CHARGES
<TABLE>
<CAPTION>
                                                                                                     HYPOTHETICAL 12%
                                  HYPOTHETICAL 0%                      HYPOTHETICAL 6%               GROSS INVESTMENT
                              GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN                RETURN
            PREMIUMS                NET -1.65%                            NET 4.30%                     NET 10.25%
            PAID PLUS   -----------------------------------  -----------------------------------  ----------------------
            INTEREST       CASH                                 CASH                                 CASH
 POLICY       AT 5%      SURRENDER     ACCOUNT      DEATH     SURRENDER     ACCOUNT      DEATH     SURRENDER    ACCOUNT
  YEAR      PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT      VALUE       VALUE
- ---------  -----------  -----------  -----------  ---------  -----------  -----------  ---------  -----------  ---------
<S>        <C>          <C>          <C>          <C>        <C>          <C>          <C>        <C>          <C>
        1      13,230        9,035        8,279     500,000       9,615        8,859     500,000      10,197       9,441
        2      27,121       17,037       16,281     500,000      18,715       17,959     500,000      20,466      19,710
        3      41,708       24,758       24,002     500,000      28,061       27,305     500,000      31,646      30,890
        4      57,023       31,441       31,441     500,000      36,906       36,906     500,000      43,081      43,081
        5      73,104       38,585       38,585     500,000      46,760       46,760     500,000      56,379      56,379
        6      89,989       45,429       45,429     500,000      56,875       56,875     500,000      70,904      70,904
        7     107,719       51,944       51,944     500,000      67,236       67,236     500,000      86,769      86,769
        8     126,335       59,203       59,203     500,000      78,995       78,995     500,000     105,337     105,337
        9     145,881       66,076       66,076     500,000      91,044       91,044     500,000     125,672     125,672
       10     166,406       72,536       72,536     500,000     103,376      103,376     500,000     147,969     147,969
       11     187,956       78,570       78,570     500,000     116,003      116,003     500,000     172,468     172,468
       12     210,584       84,159       84,159     500,000     128,935      128,935     500,000     199,442     199,442
       13     234,343       89,301       89,301     500,000     142,200      142,200     500,000     229,220     229,220
       14     259,290       93,979       93,979     500,000     155,820      155,820     500,000     262,030     262,030
       15     285,484       98,173       98,173     500,000     169,819      169,819     500,000     297,607     297,607
       16     312,989      101,843      101,843     500,000     184,211      184,211     500,000     336,122     336,122
       17     341,868      104,939      104,939     500,000     199,011      199,011     500,000     377,780     377,780
       18     372,191      107,397      107,397     500,000     214,233      214,233     500,000     422,784     422,784
       19     404,031      109,137      109,137     500,000     229,894      229,894     500,000     471,341     471,341
       20     437,463      110,081      110,081     500,000     246,028      246,028     500,000     523,670     523,670
   Age 60     285,484       98,173       98,173     500,000     169,819      169,819     500,000     297,607     297,607
   Age 65     437,463      110,081      110,081     500,000     246,028      246,028     500,000     523,670     523,670
   Age 70     631,430      100,172      100,172     500,000     335,833      335,833     520,281     851,335     851,335
   Age 75     878,986       51,312       51,312     500,000     433,735      433,735     609,606   1,316,068   1,316,068
 
<CAPTION>
 
 POLICY       DEATH
  YEAR       BENEFIT
- ---------  -----------
<S>        <C>
        1      500,000
        2      500,000
        3      500,000
        4      500,000
        5      500,000
        6      500,000
        7      500,000
        8      500,000
        9      500,000
       10      500,000
       11      500,000
       12      500,000
       13      500,000
       14      527,558
       15      583,667
       16      642,379
       17      703,859
       18      768,268
       19      835,781
       20      906,607
   Age 60      583,667
   Age 65      906,607
   Age 70    1,318,911
   Age 75    1,849,707
</TABLE>
 
(1) Assumes  a $12,600.00 premium is paid at  the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency  or
    in different amounts.
(2) Assumes  that no policy loans have been made. Excessive loans or withdrawals
    may cause this Policy to lapse due to insufficient Policy Value.
 
THE HYPOTHETICAL INVESTMENT RATES  OF RETURN ARE  ILLUSTRATIVE ONLY, AND  SHOULD
NOT  BE DEEMED A  REPRESENTATION OF PAST  OR FUTURE INVESTMENT  RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL  DEPEND
ON  A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF  RETURN FOR THE FUNDS. THE CASH  SURRENDER
VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
ACTUAL RATES OF  INVESTMENT RETURN AVERAGED  0%, 6%,  AND 12% OVER  A PERIOD  OF
YEARS,  BUT  FLUCTUATED ABOVE  AND BELOW  THOSE  AVERAGES FOR  INDIVIDUAL POLICY
YEARS. THEY WOULD ALSO  BE DIFFERENT IF ANY  POLICY LOANS OR PARTIAL  SURRENDERS
WERE  MADE. NO  REPRESENTATIONS CAN BE  MADE THAT  THESE HYPOTHETICAL INVESTMENT
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
 
                                      A-4
<PAGE>
                                    TABLE 3
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
               SUN LIFE CORPORATE VARIABLE UNIVERSAL LIFE POLICY
 
                          MALE, PREFERRED, GI, AGE 45
                         $50,000 SPECIFIED FACE AMOUNT
                         $450,000 APB RIDER FACE AMOUNT
                           ANNUAL PREMIUM: $12,600.00
                             DEATH BENEFIT OPTION A
                          CASH VALUE ACCUMULATION TEST
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                                                                                     HYPOTHETICAL 12%
                                  HYPOTHETICAL 0%                      HYPOTHETICAL 6%               GROSS INVESTMENT
                              GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN                RETURN
            PREMIUMS                NET -1.50%                            NET 4.46%                     NET 10.41%
            PAID PLUS   -----------------------------------  -----------------------------------  ----------------------
            INTEREST       CASH                                 CASH                                 CASH
 POLICY       AT 5%      SURRENDER     ACCOUNT      DEATH     SURRENDER     ACCOUNT      DEATH     SURRENDER    ACCOUNT
  YEAR      PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT      VALUE       VALUE
- ---------  -----------  -----------  -----------  ---------  -----------  -----------  ---------  -----------  ---------
<S>        <C>          <C>          <C>          <C>        <C>          <C>          <C>        <C>          <C>
        1      13,230       11,187       10,800     500,000      11,864       11,477     500,000      12,542      12,155
        2      27,121       21,536       21,149     500,000      23,559       23,172     500,000      25,664      25,277
        3      41,708       31,527       31,139     500,000      35,571       35,184     500,000      39,949      39,562
        4      57,023       40,858       40,858     500,000      47,614       47,614     500,000      55,222      55,222
        5      73,104       50,350       50,350     500,000      60,525       60,525     500,000      72,453      72,453
        6      89,989       59,655       59,655     500,000      73,980       73,980     500,000      91,464      91,464
        7     107,719       68,799       68,799     500,000      88,030       88,030     500,000     112,472     112,472
        8     126,335       78,244       78,244     500,000     103,191      103,191     500,000     136,212     136,212
        9     145,881       87,481       87,481     500,000     118,989      118,989     500,000     162,428     162,428
       10     166,406       96,527       96,527     500,000     135,471      135,471     500,000     191,409     191,409
       11     187,956      105,770      105,770     500,000     153,253      153,253     500,000     224,331     224,331
       12     210,584      114,775      114,775     500,000     171,825      171,825     500,000     260,714     260,714
       13     234,343      123,544      123,544     500,000     191,241      191,241     500,000     300,759     300,759
       14     259,290      132,072      132,072     500,000     211,554      211,554     500,000     344,822     344,822
       15     285,484      140,403      140,403     500,000     232,862      232,862     500,000     393,344     393,344
       16     312,989      148,401      148,401     500,000     255,130      255,130     500,000     446,611     446,611
       17     341,868      156,095      156,095     500,000     278,388      278,388     518,677     505,109     505,109
       18     372,191      163,498      163,498     500,000     302,528      302,528     549,744     569,358     569,358
       19     404,031      170,569      170,569     500,000     327,549      327,549     580,809     639,848     639,848
       20     437,463      177,326      177,326     500,000     353,492      353,492     611,986     717,205     717,205
   Age 60     285,484      140,403      140,403     500,000     232,862      232,862     500,000     393,344     393,344
   Age 65     437,463      177,326      177,326     500,000     353,492      353,492     611,986     717,205     717,205
   Age 70     631,430      205,250      205,250     500,000     497,229      497,229     770,321   1,229,956   1,229,956
   Age 75     878,986      220,582      220,582     500,000     665,457      665,457     935,287   2,031,707   2,031,707
 
<CAPTION>
 
 POLICY       DEATH
  YEAR       BENEFIT
- ---------  -----------
<S>        <C>
        1      500,000
        2      500,000
        3      500,000
        4      500,000
        5      500,000
        6      500,000
        7      500,000
        8      500,000
        9      500,000
       10      500,000
       11      500,000
       12      553,868
       13      621,883
       14      694,247
       15      771,426
       16      853,539
       17      941,092
       18    1,034,616
       19    1,134,579
       20    1,241,666
   Age 60      771,426
   Age 65    1,241,666
   Age 70    1,905,481
   Age 75    2,855,524
</TABLE>
 
(1) Assumes a $12,600.00 premium is paid  at the beginning of each Policy  Year.
    Values  will be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans have been made. Excessive loans or  withdrawals
    may cause this Policy to lapse due to insufficient Policy Value.
 
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN ARE  ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED  A REPRESENTATION OF  PAST OR FUTURE  INVESTMENT RATES OF  RETURN.
ACTUAL  INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY  OWNER,
AND  THE DIFFERENT INVESTMENT RATES OF RETURN  FOR THE FUNDS. THE CASH SURRENDER
VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF  THE
ACTUAL  RATES OF  INVESTMENT RETURN AVERAGED  0%, 6%,  AND 12% OVER  A PERIOD OF
YEARS, BUT  FLUCTUATED ABOVE  AND  BELOW THOSE  AVERAGES FOR  INDIVIDUAL  POLICY
YEARS.  THEY WOULD ALSO BE  DIFFERENT IF ANY POLICY  LOANS OR PARTIAL SURRENDERS
WERE MADE. NO  REPRESENTATIONS CAN  BE MADE THAT  THESE HYPOTHETICAL  INVESTMENT
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
 
                                      A-5
<PAGE>
                                    TABLE 4
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
               SUN LIFE CORPORATE VARIABLE UNIVERSAL LIFE POLICY
 
   
                          MALE, PREFERRED, GI, AGE 45
                         $50,000 SPECIFIED FACE AMOUNT
                         $450,000 APB RIDER FACE AMOUNT
                           ANNUAL PREMIUM: $12,600.00
                             DEATH BENEFIT OPTION A
                          CASH VALUE ACCUMULATION TEST
                           GUARANTEED POLICY CHARGES
    
<TABLE>
<CAPTION>
                                                                                                     HYPOTHETICAL 12%
                                  HYPOTHETICAL 0%                      HYPOTHETICAL 6%               GROSS INVESTMENT
                              GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN                RETURN
            PREMIUMS                NET -1.65%                            NET 4.30%                     NET 10.25%
            PAID PLUS   -----------------------------------  -----------------------------------  ----------------------
            INTEREST       CASH                                 CASH                                 CASH
 POLICY       AT 5%      SURRENDER     ACCOUNT      DEATH     SURRENDER     ACCOUNT      DEATH     SURRENDER    ACCOUNT
  YEAR      PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT      VALUE       VALUE
- ---------  -----------  -----------  -----------  ---------  -----------  -----------  ---------  -----------  ---------
<S>        <C>          <C>          <C>          <C>        <C>          <C>          <C>        <C>          <C>
        1      13,230        8,788        8,401     500,000       9,393        9,006     500,000       9,999       9,612
        2      27,121       16,873       16,486     500,000      18,611       18,224     500,000      20,426      20,039
        3      41,708       24,657       24,270     500,000      28,068       27,681     500,000      31,775      31,388
        4      57,023       31,754       31,754     500,000      37,388       37,388     500,000      43,764      43,764
        5      73,104       38,919       38,919     500,000      47,342       47,342     500,000      57,270      57,270
        6      89,989       45,760       45,760     500,000      57,552       57,552     500,000      72,036      72,036
        7     107,719       52,240       52,240     500,000      67,999       67,999     500,000      88,182      88,182
        8     126,335       58,795       58,795     500,000      79,165       79,165     500,000     106,377     106,377
        9     145,881       64,926       64,926     500,000      90,576       90,576     500,000     126,333     126,333
       10     166,406       70,596       70,596     500,000     102,223      102,223     500,000     148,260     148,260
       11     187,956       75,787       75,787     500,000     114,117      114,117     500,000     172,418     172,418
       12     210,584       80,472       80,472     500,000     126,265      126,265     500,000     199,110     199,110
       13     234,343       84,639       84,639     500,000     138,697      138,697     500,000     228,705     228,705
       14     259,290       88,265       88,265     500,000     151,435      151,435     500,000     261,458     261,458
       15     285,484       91,316       91,316     500,000     164,502      164,502     500,000     296,985     296,985
       16     312,989       93,734       93,734     500,000     177,911      177,911     500,000     335,446     335,446
       17     341,868       95,449       95,449     500,000     191,675      191,675     500,000     377,045     377,045
       18     372,191       96,367       96,367     500,000     205,805      205,805     500,000     421,987     421,987
       19     404,031       96,373       96,373     500,000     220,315      220,315     500,000     470,476     470,476
       20     437,463       95,350       95,350     500,000     235,238      235,238     500,000     522,733     522,733
   Age 60     285,484       91,316       91,316     500,000     164,502      164,502     500,000     296,985     296,985
   Age 65     437,463       95,350       95,350     500,000     235,238      235,238     500,000     522,733     522,733
   Age 70     631,430       70,310       70,310     500,000     318,907      318,907     500,000     849,945     849,945
   Age 75     878,986            0            0           0     415,023      415,023     583,306   1,314,042   1,314,042
 
<CAPTION>
 
 POLICY       DEATH
  YEAR       BENEFIT
- ---------  -----------
<S>        <C>
        1      500,000
        2      500,000
        3      500,000
        4      500,000
        5      500,000
        6      500,000
        7      500,000
        8      500,000
        9      500,000
       10      500,000
       11      500,000
       12      500,000
       13      500,000
       14      526,405
       15      582,446
       16      641,086
       17      702,490
       18      766,820
       19      834,248
       20      904,985
   Age 60      582,446
   Age 65      904,985
   Age 70    1,316,758
   Age 75    1,846,860
</TABLE>
 
(1) Assumes  a $12,600.00 premium is paid at  the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency  or
    in different amounts.
(2) Assumes  that no policy loans have been made. Excessive loans or withdrawals
    may cause this Policy to lapse due to insufficient Policy Value.
 
THE HYPOTHETICAL INVESTMENT RATES  OF RETURN ARE  ILLUSTRATIVE ONLY, AND  SHOULD
NOT  BE DEEMED A  REPRESENTATION OF PAST  OR FUTURE INVESTMENT  RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL  DEPEND
ON  A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF  RETURN FOR THE FUNDS. THE CASH  SURRENDER
VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
ACTUAL RATES OF  INVESTMENT RETURN AVERAGED  0%, 6%,  AND 12% OVER  A PERIOD  OF
YEARS,  BUT  FLUCTUATED ABOVE  AND BELOW  THOSE  AVERAGES FOR  INDIVIDUAL POLICY
YEARS. THEY WOULD ALSO  BE DIFFERENT IF ANY  POLICY LOANS OR PARTIAL  SURRENDERS
WERE  MADE. NO  REPRESENTATIONS CAN BE  MADE THAT  THESE HYPOTHETICAL INVESTMENT
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
 
                                      A-6
<PAGE>
                                    TABLE 5
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                             SUN LIFE CORPORATE VUL
 
                          MALE, PREFERRED, MI, AGE 45
                         $500,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM: $12,600.00
                             DEATH BENEFIT OPTION B
                             GUIDELINE PREMIUM TEST
                             CURRENT POLICY CHARGES
<TABLE>
<CAPTION>
                                                                                                       HYPOTHETICAL 12%
                                  HYPOTHETICAL 0%                       HYPOTHETICAL 6%                GROSS INVESTMENT
                              GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN                 RETURN
            PREMIUMS                NET -1.50%                             NET 4.46%                      NET 10.41%
            PAID PLUS   -----------------------------------  -------------------------------------  ----------------------
            INTEREST       CASH                                 CASH                                   CASH
 POLICY       AT 5%      SURRENDER     ACCOUNT      DEATH     SURRENDER     ACCOUNT       DEATH      SURRENDER    ACCOUNT
  YEAR      PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE       BENEFIT       VALUE       VALUE
- ---------  -----------  -----------  -----------  ---------  -----------  -----------  -----------  -----------  ---------
<S>        <C>          <C>          <C>          <C>        <C>          <C>          <C>          <C>          <C>
        1      13,230       11,109       10,353     510,353      11,753       10,997       510,997      12,397      11,641
        2      27,121       21,089       20,333     520,333      23,017       22,261       522,261      25,022      24,266
        3      41,708       30,765       30,009     530,009      34,623       33,867       533,867      38,798      38,042
        4      57,023       39,420       39,420     539,420      45,869       45,869       545,869      53,126      53,126
        5      73,104       48,590       48,590     548,590      58,301       58,301       558,301      69,675      69,675
        6      89,989       57,633       57,633     557,633      71,300       71,300       571,300      87,959      87,959
        7     107,719       66,452       66,452     566,452      84,786       84,786       584,786     108,053     108,053
        8     126,335       76,135       76,135     576,135      99,933       99,933       599,933     131,361     131,361
        9     145,881       85,548       85,548     585,548     115,627      115,627       615,627     156,965     156,965
       10     166,406       94,677       94,677     594,677     131,873      131,873       631,873     185,085     185,085
       11     187,956      103,894      103,894     603,894     149,243      149,243       649,243     216,795     216,795
       12     210,584      112,759      112,759     612,759     167,202      167,202       667,202     251,682     251,682
       13     234,343      121,234      121,234     621,234     185,736      185,736       685,736     290,047     290,047
       14     259,290      129,286      129,286     629,286     204,836      204,836       704,836     332,229     332,229
       15     285,484      136,927      136,927     636,927     224,536      224,536       724,536     378,650     378,650
       16     312,989      143,928      143,928     643,928     244,625      244,625       744,625     429,522     429,522
       17     341,868      150,452      150,452     650,452     265,282      265,282       765,282     485,494     485,494
       18     372,191      156,510      156,510     656,510     286,541      286,541       786,541     547,124     547,124
       19     404,031      162,023      162,023     662,023     308,345      308,345       808,345     614,939     614,939
       20     437,463      167,009      167,009     667,009     330,733      330,733       830,733     689,623     689,623
   Age 60     285,484      136,927      136,927     636,927     224,536      224,536       724,536     378,650     378,650
   Age 65     437,463      167,009      167,009     667,009     330,733      330,733       830,733     689,623     689,623
   Age 70     631,430      181,567      181,567     681,567     449,545      449,545       949,545   1,191,958   1,191,958
   Age 75     878,986      172,760      172,760     672,760     574,400      574,400     1,074,400   2,003,188   2,003,188
 
<CAPTION>
 
 POLICY       DEATH
  YEAR       BENEFIT
- ---------  -----------
<S>        <C>
        1      511,641
        2      524,266
        3      538,042
        4      553,126
        5      569,675
        6      587,959
        7      608,053
        8      631,361
        9      656,965
       10      685,085
       11      716,795
       12      751,682
       13      790,047
       14      832,229
       15      878,650
       16      929,522
       17      985,494
       18    1,047,124
       19    1,114,939
       20    1,189,623
   Age 60      878,650
   Age 65    1,189,623
   Age 70    1,691,958
   Age 75    2,503,188
</TABLE>
 
(1) Assumes a $12,600.00 premium is paid  at the beginning of each Policy  Year.
    Values  will be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans have been made. Excessive loans or  withdrawals
    may cause this Policy to lapse due to insufficient Policy Value.
 
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN ARE  ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED  A REPRESENTATION OF  PAST OR FUTURE  INVESTMENT RATES OF  RETURN.
ACTUAL  INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY  OWNER,
AND  THE DIFFERENT INVESTMENT RATES OF RETURN  FOR THE FUNDS. THE CASH SURRENDER
VALUE AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF  THE
ACTUAL  RATES OF  INVESTMENT RETURN AVERAGED  0%, 6%,  AND 12% OVER  A PERIOD OF
YEARS, BUT  FLUCTUATED ABOVE  AND  BELOW THOSE  AVERAGES FOR  INDIVIDUAL  POLICY
YEARS.  THEY WOULD ALSO BE  DIFFERENT IF ANY POLICY  LOANS OR PARTIAL SURRENDERS
WERE MADE. NO  REPRESENTATIONS CAN  BE MADE THAT  THESE HYPOTHETICAL  INVESTMENT
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
 
                                      A-7
<PAGE>
                                    TABLE 6
                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                             SUN LIFE CORPORATE VUL
 
                          MALE, PREFERRED, MI, AGE 45
                         $500,000 SPECIFIED FACE AMOUNT
                           ANNUAL PREMIUM: $12,600.00
                             DEATH BENEFIT OPTION B
                             GUIDELINE PREMIUM TEST
                           GUARANTEED POLICY CHARGES
<TABLE>
<CAPTION>
                                                                                                     HYPOTHETICAL 12%
                                  HYPOTHETICAL 0%                      HYPOTHETICAL 6%               GROSS INVESTMENT
                              GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN                RETURN
            PREMIUMS                NET -1.65%                            NET 4.30%                     NET 10.25%
            PAID PLUS   -----------------------------------  -----------------------------------  ----------------------
            INTEREST       CASH                                 CASH                                 CASH
 POLICY       AT 5%      SURRENDER     ACCOUNT      DEATH     SURRENDER     ACCOUNT      DEATH     SURRENDER    ACCOUNT
  YEAR      PER YEAR       VALUE        VALUE      BENEFIT      VALUE        VALUE      BENEFIT      VALUE       VALUE
- ---------  -----------  -----------  -----------  ---------  -----------  -----------  ---------  -----------  ---------
<S>        <C>          <C>          <C>          <C>        <C>          <C>          <C>        <C>          <C>
        1      13,230        8,992        8,236     508,236       9,569        8,813     508,813      10,148       9,392
        2      27,121       16,908       16,152     516,152      18,572       17,816     517,816      20,308      19,552
        3      41,708       24,495       23,739     523,739      27,758       27,002     527,002      31,300      30,544
        4      57,023       30,993       30,993     530,993      36,370       36,370     536,370      42,443      42,443
        5      73,104       37,894       37,894     537,894      45,900       45,900     545,900      55,315      55,315
        6      89,989       44,434       44,434     544,434      55,585       55,585     555,585      69,244      69,244
        7     107,719       50,572       50,572     550,572      65,386       65,386     565,386      84,292      84,292
        8     126,335       57,366       57,366     557,366      76,421       76,421     576,421     101,752     101,752
        9     145,881       63,676       63,676     563,676      87,548       87,548     587,548     120,608     120,608
       10     166,406       69,459       69,459     569,459      98,719       98,719     598,719     140,952     140,952
       11     187,956       74,695       74,695     574,695     109,907      109,907     609,907     162,903     162,903
       12     210,584       79,353       79,353     579,353     121,070      121,070     621,070     186,585     186,585
       13     234,343       83,421       83,421     583,421     132,187      132,187     632,187     212,154     212,154
       14     259,290       86,876       86,876     586,876     143,220      143,220     643,220     239,767     239,767
       15     285,484       89,687       89,687     589,687     154,125      154,125     654,125     269,592     269,592
       16     312,989       91,800       91,800     591,800     164,829      164,829     664,829     301,785     301,785
       17     341,868       93,152       93,152     593,152     175,248      175,248     675,248     336,512     336,512
       18     372,191       93,660       93,660     593,660     185,271      185,271     685,271     373,932     373,932
       19     404,031       93,229       93,229     593,229     194,768      194,768     694,768     414,205     414,205
       20     437,463       91,769       91,769     591,769     203,610      203,610     703,610     457,514     457,514
   Age 60     285,484       89,687       89,687     589,687     154,125      154,125     654,125     269,592     269,592
   Age 65     437,463       91,769       91,769     591,769     203,610      203,610     703,610     457,514     457,514
   Age 70     631,430       66,580       66,580     566,580     233,634      233,634     733,634     728,037     728,037
   Age 75     878,986          590          590     500,590     221,821      221,821     721,821   1,112,891   1,112,891
 
<CAPTION>
 
 POLICY       DEATH
  YEAR       BENEFIT
- ---------  -----------
<S>        <C>
        1      509,392
        2      519,552
        3      530,544
        4      542,443
        5      555,315
        6      569,244
        7      584,292
        8      601,752
        9      620,608
       10      640,952
       11      662,903
       12      686,585
       13      712,154
       14      739,767
       15      769,592
       16      801,785
       17      836,512
       18      873,932
       19      914,205
       20      957,514
   Age 60      769,592
   Age 65      957,514
   Age 70    1,228,037
   Age 75    1,612,891
</TABLE>
 
(1) Assumes  a $12,600.00 premium is paid at  the beginning of each Policy Year.
    Values will be different if premiums are paid with a different frequency  or
    in different amounts.
(2) Assumes  that no policy loans have been made. Excessive loans or withdrawals
    may cause this Policy to lapse due to insufficient Policy Value.
 
THE HYPOTHETICAL INVESTMENT RATES  OF RETURN ARE  ILLUSTRATIVE ONLY, AND  SHOULD
NOT  BE DEEMED A  REPRESENTATION OF PAST  OR FUTURE INVESTMENT  RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL  DEPEND
ON  A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF  RETURN FOR THE FUNDS. THE CASH  SURRENDER
VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE
ACTUAL RATES OF  INVESTMENT RETURN AVERAGED  0%, 6%,  AND 12% OVER  A PERIOD  OF
YEARS,  BUT  FLUCTUATED ABOVE  AND BELOW  THOSE  AVERAGES FOR  INDIVIDUAL POLICY
YEARS. THEY WOULD ALSO  BE DIFFERENT IF ANY  POLICY LOANS OR PARTIAL  SURRENDERS
WERE  MADE. NO  REPRESENTATIONS CAN BE  MADE THAT  THESE HYPOTHETICAL INVESTMENT
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF
TIME.
 
                                      A-8


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