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FIRST UNUM LIFE INSURANCE COMPANY
GROUP VARIABLE ANNUITY CONTRACTS
VA-1 SEPARATE ACCOUNT
SUPPLEMENT DATED OCTOBER 1, 1998 TO THE PROSPECTUS DATED MAY 1, 1996
This supplement describes certain changes to the Variable Investment Divisions
available for allocation of Contributions or cash value under the Group
Variable Annuity Contracts noted above (the "Contracts"). Please retain this
supplement with your Contract prospectus for your reference. Unless otherwise
stated, capitalized terms have the same definitions as in the prospectus.
CHANGES UNDER THE CONTRACTS. On or about September 30, 1998, First UNUM Life
Insurance Company ("First UNUM") and VA-1 Separate Account (the "Separate
Account") filed an application with the Securities and Exchange Commission
(the "SEC") seeking an order approving the substitution of shares of the VIP
II Asset Manager Portfolio of the Variable Insurance Products Fund II (the
"VIP II Asset Manager Portfolio") for shares of the Calvert Social Balanced
Portfolio (the "Social Balanced Portfolio") and shares of the VIP Growth
Portfolio of the Variable Insurance Products Fund (the "VIP Growth Portfolio")
for shares of the American Century VP Capital Appreciation (the "Capital
Appreciation"). (The VIP II Asset Manager Portfolio and the VIP Growth
Portfolio are together the "New Funds".)
If approved, the effect of the share substitution will be to replace the
Social Balanced Portfolio with the VIP II Asset Manager Portfolio, and the
Capital Appreciation with the VIP Growth Portfolio, as investment options
under your Contract. The VIP II Asset Manager Portfolio and the VIP Growth
Portfolio are described in the current prospectus for these New Funds, which
you received in May, 1998.
If approved, First UNUM would carry out the proposed substitutions as soon as
all necessary regulatory approvals have been obtained, and once the systems
needed to perform the substitution are in place (anticipated to be on or about
May 1, 1999), by redeeming the Social Balanced Portfolio shares in cash and
purchasing with the proceeds shares of the VIP II Asset Manager Portfolio, and
by redeeming the Capital Appreciation shares in cash and purchasing with the
proceeds shares of the VIP Growth Portfolio. If carried out, the proposed
substitutions would result in the involuntary reinvestment of Participants'
cash value invested in the Social Balanced Portfolio and the Capital
Appreciation.
Additional information about the New Funds, their investment policies, risks,
fees and expenses and all other aspects of their operations, can be found in
the prospectuses for the New Funds, which should be read carefully before
investing. THERE IS NO ASSURANCE THAT ANY NEW FUND WILL ACHIEVE ITS STATED
OBJECTIVES. Additional copies of the New Funds' prospectuses, as well as their
Statements of Additional Information, can be obtained directly from each of
the New Funds without charge by writing to the New Fund at the address noted
on the front of the New Fund prospectus.
From the date of this supplement until at least 30 days after the proposed
substitutions, neither First UNUM nor the Separate Account will exercise any
rights reserved by it under any of the Contracts to impose restrictions or
fees on transfers.
If you have any questions about these changes, please contact your financial
consultant or call Lincoln Life & Annuity Company of New York, the
administrative agent for First UNUM, at 1-800-893-7168.
